Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM															PAGE
Report of Independent Public Accounting Firm (PCAOB ID: 42)															57
Consolidated Statements of Earnings (Loss)															59
Consolidated Statements of Comprehensive Income (Loss)															60
Consolidated Balance Sheets															61
Consolidated Statements of Cash Flows															62
Consolidated Statements of Stockholders’ Equity (Deficit)															63
Notes to Consolidated Financial Statements															64
1: Description of business and summary of significant accounting policies															64
2: Acquisition															71
3: Revenue															73
4: Restructuring															75
5: Goodwill and other intangible assets															76
6: Debt															77
7: Leases															81
8: Pension Plans															82
9: Income Taxes															85
10: Related Party Transactions															89
11: Other financial information															90
12: Financial Information and risk management															90
13: Accumulated other comprehensive income															92
14: Segment information															93
15: Stock-based compensation															95
16: Earnings per share															96
17: Commitments and Contingencies															97
18: Subsequent event															98

Table of contents

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vertiv Holdings Co (the Company) as of December 31, 2022 and 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, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 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 February 27, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Table of contents

Impairment Analysis of Goodwill of the Europe, Middle East & Africa Reporting Unit

Description of the Matter			At December 31, 2022, the Company’s goodwill was $1,284.7 million, and included $603.3 million related to the Europe, Middle East & Africa (EMEA) reporting unit. As disclosed in Notes 1 and 5 to the consolidated financial statements, goodwill is tested for impairment annually in the fourth quarter and whenever events or circumstances indicate a reporting unit’s fair value may be less than its carrying value. The Company estimates the fair value of a reporting unit using a combination of market-based valuation methodologies and the income approach using discounted cash flows. Auditing management’s annual goodwill impairment analysis for the EMEA reporting unit was complex and highly judgmental due to the significant estimation required to determine the fair value of the reporting unit. In particular, the fair value estimate was sensitive to changes in significant assumptions, such as revenue growth rates, the terminal revenue growth rate, EBITDA margins, the discount rate, and market multiples which are affected by expectations about future market or economic conditions.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement relating to the goodwill impairment assessment for the EMEA reporting unit. For example, we tested controls over management’s review of the valuation methodologies and key assumptions used to estimate fair value of the reporting unit, as well as management’s controls over the completeness and accuracy of the data within the valuation model. To test the estimated fair value of the Company’s EMEA reporting unit, we performed audit procedures that included, among others, evaluating valuation methodologies and testing the significant assumptions discussed above used by the Company in its analysis. We involved our internal valuation specialist to assist in the evaluation of the valuation methodologies and testing certain significant assumptions, including the discount rate and market multiples. We compared the significant assumptions used by management to current industry and economic trends, recent historical performance and other factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We also tested the underlying data used by the Company in its analysis for completeness and accuracy.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2016.

Grandview Heights, Ohio

February 27, 2023

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions except for per share data)

			Year Ended December 31,
			2022						2021						2020
Net sales
Net sales - products			$	4,335.3					$	3,694.6					$	3,068.7
Net sales - services			1,356.2						1,303.5						1,301.9
Net sales			5,691.5						4,998.1						4,370.6
Costs and expenses
Cost of sales - products			3,219.1						2,699.7						2,154.9
Cost of sales - services			856.3						775.7						742.0
Cost of sales			4,075.4						3,475.4						2,896.9
Operating expenses
Selling, general and administrative expenses			1,178.3						1,109.0						1,008.4
Amortization of intangibles			215.8						144.3						128.7
Restructuring costs			0.7						1.4						73.9
Foreign currency (gain) loss, net			3.7						3.2						26.0
Asset impairments			—						8.7						21.7
Other operating expense (income)			(5.8)						(3.8)						1.5
Operating profit (loss)			223.4						259.9						213.5
Interest expense, net			147.3						90.6						150.4
Loss on extinguishment of debt			—						0.4						174.0
Gain on tax receivable agreement			—						(59.2)						—
Change in fair value of warrant liabilities			(90.9)						61.9						143.7
Income (loss) before income taxes			167.0						166.2						(254.6)
Income tax expense			90.4						46.6						72.7
Net income (loss)			$	76.6					$	119.6					$	(327.3)
Earnings (loss) per share:
Basic			$	0.20					$	0.34					$	(1.07)
Diluted			$	(0.04)					$	0.33					$	(1.07)
Weighted-average shares outstanding
Basic			376,730,519						355,544,632						307,076,397
Diluted			378,224,051						360,140,323						307,076,397

See accompanying Notes to the Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions)

			Year Ended December 31,
			2022						2021						2020
Net income (loss)			$	76.6					$	119.6					$	(327.3)
Other comprehensive income (loss), net of tax:
Foreign currency translation			(196.8)						(65.1)						72.0
Interest rate swaps			101.5						41.5						(32.8)
Tax receivable agreement			—						0.9						(0.9)
Pension			13.5						6.8						(4.9)
Other comprehensive income (loss), net of tax			(81.8)						(15.9)						33.4
Comprehensive income (loss)			$	(5.2)					$	103.7					$	(293.9)

See accompanying Notes to the Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS

VERTIV HOLDINGS CO

(Dollars in millions)

			December 31, 2022						December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents			$	260.6					$	439.1
Accounts receivable, less allowances of $18.4 and $14.1, respectively			1,888.8						1,536.4
Inventories			822.0						616.3
Other current assets			187.3						106.8
Total current assets			3,158.7						2,698.6
Property, plant and equipment, net			489.4						489.3
Other assets:
Goodwill			1,284.7						1,330.1
Other intangible assets, net			1,816.1						2,138.2
Deferred income taxes			46.4						47.9
Right-of-use assets, net			166.4						152.9
Other			134.0						82.6
Total other assets			3,447.6						3,751.7
Total assets			$	7,095.7					$	6,939.6
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt			$	21.8					$	21.8
Accounts payable			984.0						858.5
Accrued expenses and other liabilities			872.4						953.4
Income taxes			19.7						21.1
Total current liabilities			1,897.9						1,854.8
Long-term debt, net			3,169.1						2,950.5
Deferred income taxes			176.5						198.8
Warrant liabilities			58.7						149.6
Long-term lease liabilities			132.0						115.5
Other long-term liabilities			219.6						252.7
Total liabilities			5,653.8						5,521.9
Equity
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding			—						—
Common stock, $0.0001 par value, 700,000,000 shares authorized, 377,368,837 and 375,801,857 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively			—						—
Additional paid-in capital			2,630.7						2,597.5
Accumulated deficit			(1,142.6)						(1,215.4)
Accumulated other comprehensive (loss) income			(46.2)						35.6
Total equity			1,441.9						1,417.7
Total liabilities and equity			$	7,095.7					$	6,939.6

See accompanying Notes to the Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOW

VERTIV HOLDINGS CO

(Dollars in millions)

			Year Ended December 31,
			2022						2021						2020
Cash flows from operating activities:
Net income (loss)			$	76.6					$	119.6					$	(327.3)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation			72.0						69.1						60.3
Amortization			230.4						157.9						142.8
Deferred income taxes			(8.6)						(69.8)						(1.4)
Amortization of debt discount and issuance costs			7.5						6.3						10.5
Loss on extinguishment of debt			—						0.4						174.0
Gain on tax receivable agreement			—						(59.2)						—
Change in fair value of warrant liabilities			(90.9)						61.9						143.7
Asset impairments			—						8.7						21.0
Stock-based compensation			24.7						23.2						13.0
Payment of contingent consideration			(8.7)						—						—
Gain on sale of property, plant and equipment			(3.7)						—						—
Changes in tax receivable agreement			—						7.7						21.3
Changes in operating working capital			(449.2)						(132.8)						(60.8)
Other			(2.9)						17.9						11.8
Net cash provided by (used for) operating activities			(152.8)						210.9						208.9
Cash flows from investing activities:
Capital expenditures			(100.0)						(73.4)						(44.4)
Investments in capitalized software			(11.0)						(11.2)						(8.3)
Proceeds from disposition of property, plant and equipment			3.9						9.8						7.0
Acquisition of Business, net of cash acquired			(5.0)						(1,163.7)						—
Proceeds from sale of Business			—						21.7						—
Net cash provided by (used for) investing activities			(112.1)						(1,216.8)						(45.7)
Cash flows from financing activities:
Borrowings from ABL revolving credit facility and short-term borrowings			790.8						—						346.2
Repayments of ABL revolving credit facility and short-term borrowings			(555.8)						—						(493.7)
Proceeds from the issuance of long-term debt			—						850.0						2,189.0
Repayment of long-term debt			(16.4)						(21.8)						(3,456.5)
Payment of redemption premiums			—						—						(75.0)
Payment of debt issuance costs			(0.6)						(13.8)						(11.2)
Proceeds from reverse recapitalization, net			—						—						1,832.5
Payment to Vertiv Stockholder			—						—						(341.6)
Payment of tax receivable agreement			(100.0)						—						—
Payment of contingent consideration			(12.8)						—						—
Dividend Payment			(3.8)						(3.8)						(3.3)
Proceeds from the exercise of warrants			—						107.5						156.5
Exercise of employee stock options			3.1						4.1						—
Employee taxes paid from shares withheld			(4.3)						(7.3)						—
Other financing			—						—						(2.2)
Net cash provided by (used for) financing activities			100.2						914.9						140.7
Effect of exchange rate changes on cash and cash equivalents			(9.2)						(4.5)						5.0
Increase (decrease) in cash, cash equivalents and restricted cash			(173.9)						(95.5)						308.9
Beginning cash, cash equivalents and restricted cash			447.1						542.6						233.7
Ending cash, cash equivalents and restricted cash			$	273.2					$	447.1					$	542.6
Changes in operating working capital
Accounts receivable			$	(375.8)					$	(117.4)					$	(114.8)
Inventories			(211.4)						(125.7)						(38.5)
Other current assets			(28.8)						2.1						7.8
Accounts payable			132.8						105.1						78.2
Accrued expenses and other liabilities			45.6						11.9						13.3
Income taxes			(11.6)						(8.8)						(6.8)
Total changes in operating working capital			$	(449.2)					$	(132.8)					$	(60.8)
Supplemental Disclosures
Cash paid during the year for interest			$	132.8					$	75.1					$	167.0
Cash paid during the year for income tax, net			104.6						97.3						64.7
Property and equipment acquired during the year for capital lease obligations			4.3						0.7						5.4
Noncash Supplemental Disclosure
Seller provided financing for the disposition of property, plant and equipment			12.2						—						—

See accompanying Notes to the Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

VERTIV HOLDINGS CO

(Dollars in millions)

						Share Capital
						Shares						Amount						Additional Paid in Capital						Accumulated Deficit												Accumulated Other Comprehensive Income (Loss)						Total
Balance as of December 31, 2019, as recasted (1)						118,261,955						$	—					$	277.7					$	(1,000.6)											$	18.1					$	(704.8)
Tax Receivable Agreement						—						—						(133.4)						—												—						(133.4)
Net income (loss)						—						—						—						(327.3)												—						(327.3)
Stock issuance						123,900,000						—						1,195.1						—												—						1,195.1
Merger recapitalization						86,249,750						—						179.4						—												—						179.4
Exercise of warrants (2)						13,612,907						—						260.4						—												—						260.4
Stock-based compensation						—						—						13.0						—												—						13.0
Dividend payment						—						—						—						(3.3)												—						(3.3)
Other merger adjustment						—						—						(0.4)						—												—						(0.4)
Other comprehensive loss, net of tax						—						—						—						—												33.4						33.4
Balance as of December 31, 2020						342,024,612						$	—					$	1,791.8					$	(1,331.2)											$	51.5					$	512.1
Net income (loss)						—						—						—						119.6												—						119.6
Exercise of employee stock options						370,513						—						4.6						—												—						4.6
Stock comp activity, net of withholdings for tax (3)						620,570						—						15.8						—												—						15.8
Employee 401K match with Vertiv stock						357,344						—						8.2						—												—						8.2
Exercise of warrants (4)						9,346,822						—						176.0						—												—						176.0
Stock issuance related to acquisition (5)						23,081,996						—						601.1						—												—						601.1
Dividend payment						—						—						—						(3.8)												—						(3.8)
Other comprehensive income (loss), net of tax						—						—						—						—												(15.9)						(15.9)
Balance at December 31, 2021						375,801,857						$	—					$	2,597.5					$	(1,215.4)											$	35.6					$	1,417.7
Net income (loss)						—						—						—						76.6												—						76.6
Exercise of employee stock options						202,724						—						3.1						—												—						3.1
Stock comp activity, net of withholdings for tax (6)						563,597						—						20.4						—												—						20.4
Employee 401K match with Vertiv stock						800,659						—						9.7						—												—						9.7
Dividend payment						—						—						—						(3.8)												—						(3.8)
Other comprehensive income (loss), net of tax						—						—						—						—												(81.8)						(81.8)
Balance at December 31, 2022						377,368,837						$	—					$	2,630.7					$	(1,142.6)											$	(46.2)					$	1,441.9

(1)The shares and earnings per share available to holders of the Company’s common shares, prior to the Business Combination, have been recasted as shares reflecting the exchange ratio established in the Business Combination (1.0 Vertiv Holdings share to 118.261955 Vertiv Holdings Co shares).

(2)The exercise of Warrants includes $156.5 of cash received during the year ended December 31, 2020 for the exercise of Public Warrants and a reduction of warrant liabilities related to the exercise of the Warrants.

(3)Net stock compensation activity includes 943,164 vested shares offset by 322,594 shares withheld for taxes valued at $7.3 and stock-based compensation of $23.2.

(4)The exercise of warrants includes $107.5 of cash received for the exercise of Public Warrants.

(5)On November 1, 2021 the Company issued 23,081,996 shares valued at $601.1 for the acquisition of E&I.

(6)Net stock compensation activity includes 876,358 vested shares offset by 312,761 shares withheld for taxes valued at $4.3 and stock-based compensation of $24.7.

See accompanying Notes to Consolidated Financial Statement

(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Description of Business

Vertiv Holdings Co (“Holdings Co”, and together with its majority-owned subsidiaries, “Vertiv”, “we”, “our”, or “the Company”), formerly known as GS Acquisition Holdings Corp (“GSAH”), provides mission-critical infrastructure technologies and life cycle services for data centers, communication networks, and commercial and industrial environments. Vertiv’s offerings include power conditioning and uninterruptible power systems, thermal management, integrated data center control devices, software, monitoring, and service. Vertiv manages and reports results of operations for three business segments: Americas; Asia Pacific; and Europe, Middle East & Africa.

Holdings Co was originally incorporated in Delaware on April 25, 2016 as GSAH, a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On June 12, 2018, GSAH consummated its initial public offering (the “IPO”) of 69,000,000 units (comprised of one share of Class A common stock and one-third of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”)), including 9,000,000 units issued pursuant to the exercise by the underwriters of their option to purchase additional units in full, at a price of $10.00 per unit, generating proceeds to GSAH of $690.0 before underwriting discounts and expenses. Simultaneously with the closing of the IPO, GSAH closed the private placement of an aggregate of 10,533,333 Warrants, each exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”), initially issued to GS DC Sponsor I LLC, a Delaware limited liability company, at a price of $1.50 per Private Placement Warrant, generating proceeds of $15.8.

On February 7, 2020 (the “Closing Date”), Vertiv Holdings Co consummated its previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of December 10, 2019 (the “Merger Agreement”), by and among GSAH, Vertiv Holdings, LLC, a Delaware limited liability company (“Vertiv Holdings”), VPE Holdings, LLC, a Delaware limited liability company (the “Vertiv Stockholder”), Crew Merger Sub I LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“First Merger Sub”), and Crew Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“Second Merger Sub”). As contemplated by the Merger Agreement, (1) First Merger Sub merged with and into Vertiv Holdings, with Vertiv Holdings continuing as the surviving entity (the “First Merger”) and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, Vertiv Holdings merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and renamed “Vertiv Holdings, LLC” (collectively with the First Merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”).

The aggregate merger consideration paid by GSAH in connection with the consummation of the Business Combination was approximately $1,526.2 (the “Merger Consideration”). The Merger Consideration was paid in a combination of cash and stock. The amount of cash consideration paid to the Vertiv Stockholder upon the consummation of the Business Combination was $341.6. The remainder of the consideration paid to the Vertiv Stockholder upon the consummation of the Business Combination was stock consideration (“Stock Consideration”), consisting of 118,261,955 newly-issued shares of our Class A common stock (the “Stock Consideration Shares”), which shares were valued at $10.00 per share for purposes of determining the aggregate number of shares of our Class A common stock payable to the Vertiv Stockholder as part of the Merger Consideration. In addition, the Vertiv Stockholder was entitled to receive additional future cash consideration with respect to the Business Combination in the form of amounts payable under a Tax Receivable Agreement, dated as of the Closing Date, by and between the Company and the Vertiv Stockholder (the “Tax Receivable Agreement”). See “Note 12 – Financial Instruments and Risk Management” to the Consolidated Financial Statements for additional information.

Concurrently with the execution of the Merger Agreement, Holdings Co entered into subscription agreements with certain investors and executive officers (“PIPE Investors”). The PIPE Investors subscribed for 123,900,000 shares of Class A common stock for an aggregate purchase price equal to $1,239.0 (the “PIPE Investment”). The Company used $1,464.0 of the proceeds from the Business Combination to pay down its existing debt. Acquisition-related transaction costs and related charges are not included as a component of consideration transferred but were charged against the proceeds from the PIPE Investment and the trust account.

In connection with the Business Combination, GSAH changed its name to Vertiv Holdings Co and changed the trading symbols for its units, each unit representing one share of Class A common stock and one-third of one redeemable Warrant to acquire one share of Class A common stock, that were issued in the IPO (less the number of units that have been separated into the underlying shares of Class A common stock and underlying Warrants (the “Public Warrants”) upon the request of the holder thereof) (the “units”). Class A common stock and Public Warrants on the NYSE were changed from “GSAH.U,” “GSAH” and “GSAH WS,” to “VERT.U,” “VRT” and “VRT WS,” respectively. As a result of the Business Combination, Vertiv Holdings Co became the owner, directly or indirectly, of all of the assets of Vertiv and its subsidiaries, and the Vertiv Stockholder holds a portion of the Company’s Class A common stock.

The Business Combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with US GAAP. This determination was primarily based on post Business Combination relative voting rights, composition of the governing board, management, and intent of the Business Combination. Under this method of accounting, GSAH was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Vertiv issuing stock for the net assets of GSAH, which primarily consisted of cash held in its trust account, accompanied by a recapitalization. The net assets of the Company were stated at historical cost, with no goodwill or other intangible assets recorded. Reported amounts from operations included herein prior to the Business Combination are those of Vertiv.

On November 1, 2021, the Company, through its wholly-owned subsidiaries Vertiv Holdings Ireland DAC, a private company limited by shares incorporated in Ireland and Vertiv International Holding Corporation, an Ohio corporation, acquired the shares of E&I Engineering Ireland Limited, a private company limited by shares incorporated in Ireland, and its affiliate Powerbar Gulf LLC (collectively, “E&I” and the “E&I Acquisition”). Reported amounts for the year ended December 31, 2021 and December 31, 2022 include the financial results for the period November 1, 2021 to December 31, 2021 and twelve months ended December 31, 2022, respectively. See “Note 2 - Acquisition” for more information related to the Acquisition of E&I.

Basis of Presentation

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries in which it has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation. The presentation of certain other prior period amounts includes the reclassification of intangible amortization expense, restructuring costs and net foreign currency (gain) loss into separate components within operating expenses to conform to the current period presentation. In addition certain prior year amounts have been reclassed to conform with current year presentation. The Company’s Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses as well as related disclosures. On an ongoing basis, the Company evaluates its estimates and assumptions based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions due to among other reasons, the continued uncertainty of general economic conditions due to the COVID-19 pandemic that has impacted, and may continue to impact, our sales channels, supply chain, manufacturing operations, workforce, or other key aspects of our operations.

The presentation of certain prior period amounts have been reclassified to conform with current year presentation. For the year ended December 31, 2021 and 2020, $159.9 and $240.1 of net sales and $114.8 and $135.6 of cost of sales from products were reclassified to services, respectively.

Revenue recognition

The Company recognizes revenue from the sale of manufactured products and services when control of promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. The majority of the Company’s sales agreements contain performance obligations satisfied at a point in time when control is transferred to the customer. Sales for service contracts, including installation, inventory with no alternative use and an enforceable right of payment upon customer termination and other discrete services, generally are recognized over time as the services are provided. Payments received in advance for service arrangements are recorded as deferred revenue and recognized in net sales when the revenue recognition criteria are met. Contract liabilities are recorded when customers remit contractual cash payments in advance of the Company satisfying performance obligations under contractual arrangements. Unbilled revenue is recorded when performance obligations have been satisfied, but the Company does not have present right to payment.

For agreements with multiple performance obligations, judgment is required to determine whether performance obligations specified in these agreements are distinct and should be accounted for as separate revenue transactions for recognition purposes. In these types of agreements we allocate sales price to each distinct obligation on a relative stand-alone selling price basis. The majority of revenue from arrangements with multiple performance obligations is recognized when tangible products are delivered, with smaller portions for associated installation and commissioning recognized shortly thereafter. Generally, contract duration is short term, and cancellation, termination or refund provisions apply only in the event of contract breach. These provisions have historically not been invoked.

Payment terms vary by the type and location of the customer and the products or services offered. Revenue from our sales have not been adjusted for the effects of a financing component as we expect that the period between when we transfer control of the product and when we receive payment to be one year or less. Sales, value add, and other taxes collected concurrent with revenue are excluded from sales. The Company records amounts billed to customers for shipping and handling in a sales transaction as revenue. Shipping and handling costs are treated as fulfillment costs and are included in costs of sales.

The Company records reductions to sales for prompt payment discounts, customer and distributor incentives including rebates, and returns at the time of the initial sale. Rebates are estimated based on sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. Returns are estimated at the time of the sale primarily based on historical experience and recorded gross on the consolidated balance sheet.

Sales commissions are expensed when the amortization period is less than a year and are generally not capitalized as they are typically earned at the completion of the contract when the customer is invoiced or when the customer pays Vertiv. We typically offer warranties that are consistent with standard warranties in the jurisdictions where we sell our goods and services. Our warranties are generally assurance type warranties for which we promise that our goods and services meet contract specifications. In limited circumstances, we sell warranties that extend the warranty coverage beyond the standard coverage offered on specific products. Sales for these separately-priced warranties are recorded based on their stand-alone selling price and are recognized as revenue over the length of the warranty period.

Foreign Currency Translation

The functional currency for substantially all of the Company’s non-U.S. subsidiaries is the local currency. Adjustments resulting from translating local currency financial statements into U.S. dollars are reflected in accumulated other comprehensive income (loss). Transactions denominated in currencies other than the subsidiaries’ functional currencies are subject to changes in exchange rates with resulting gains/losses recorded in net earnings (loss).

Cash and Cash Equivalents

Cash and cash equivalents are reflected on the Consolidated Balance Sheets and consist of highly liquid investments with original maturities of three months or less.

The following table provides a reconciliation of the amount of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets. Restricted cash represents amounts held in an escrow account related to payment of specific tax indemnities and cash collateral for bank guarantees.

			December 31, 2022						December 31, 2021						December 31, 2020
Cash and cash equivalents			$	260.6					$	439.1					$	534.6
Restricted cash included in other current assets			12.6						8.0						8.0
Total cash, cash equivalents, and restricted cash			$	273.2					$	447.1					$	542.6

Accounts Receivable and Allowance for Credit Losses

The Company’s accounts receivable are derived from customers located in the U.S. and numerous foreign jurisdictions. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers. The Company establishes an allowance for credit losses on receivable based on historical experience and any specific customer collection issues that the Company has identified. Write-offs are recorded against the allowance for credit losses when all reasonable efforts for collection have been exhausted.

The change in the sales returns and allowances and allowance for credit losses is as follows:

			Year Ended December 31,
			2022						2021						2020
Beginning balance			$	46.5					$	55.5					$	52.0
Provision charged to expense			56.7						34.7						47.5
Deductions			(35.9)						(43.7)						(44.0)
Ending balance			$	67.3					$	46.5					$	55.5

Inventories

Inventories are stated at the lower of cost, using the first-in, first-out method, or net realizable value and the majority is valued based on standard costs. The remainder is valued based on average actual costs. Standard costs are revised at the beginning of each fiscal year. The impact from annually resetting standards, as well as operating variances incurred throughout the year, are allocated to inventories and recognized in cost of sales as product is sold.

The following are the components of inventory:

			December 31, 2022						December 31, 2021
Inventories
Finished products			$	276.5					$	236.5
Raw materials			377.2						274.8
Work in process			168.3						105.0
Total inventories			$	822.0					$	616.3

The change in inventory obsolescence is as follows:

			December 31, 2022						December 31, 2021						December 31, 2020
Beginning balance			$	56.2					$	64.1					$	59.7
Provision charged to expense			30.1						15.7						23.4
Write-offs and other			(30.3)						(23.6)						(19.0)
Ending balance			$	56.0					$	56.2					$	64.1

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, establishes a formal hierarchy and framework for measuring certain financial statement items at fair value, and requires disclosures about fair value measurements and the reliability of valuation inputs. Under ASC 820, measurement assumes the transaction to sell an asset or transfer a liability occurs in the principal or at least the most advantageous market for that asset or liability. Within the hierarchy, Level 1 instruments use observable market prices for the identical item in active markets and have the most reliable valuations. Level 2 instruments are valued through broker/dealer quotation or through market-observable inputs for similar items in active markets, including forward and spot prices, interest rates and volatilities. Level 3 instruments are valued using inputs not observable in an active market, such as company-developed future cash flow estimates, and are considered the least reliable. The carrying value approximates fair value for cash and cash equivalents, accounts receivable and accounts payable because of the relatively short-term maturity of these instruments.

Debt Issuance Costs, Premiums and Discounts

Debt issuance costs, premiums and discounts are amortized into interest expense over the terms of the related loan agreements using the effective interest method or other methods which approximate the effective interest method. Debt issuance costs related to a recognized debt liability are presented on the balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with discounts.

Property, Plant and Equipment and Definite Lived Intangible Assets

The Company records investments in land, buildings, and machinery and equipment at cost, which includes the then fair values of assets acquired in business combinations. Depreciation is computed principally using the straight-line method over estimated service lives, which are 30 to 40 years for buildings and 10 to 12 years for machinery and equipment. The Company’s definite lived identifiable intangible assets that are subject to amortization are amortized on a straight-line basis over their estimated useful lives. Definite lived identifiable intangibles consist of intellectual property such as patented and unpatented technology and trademarks, customer relationships and capitalized software. Definite lived identifiable intangible assets are also subject to evaluation for potential impairment if events or circumstances indicate the carrying value may not be recoverable. Long-lived tangible and intangible assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment losses are recognized based on estimated fair values if the sum of expected future undiscounted cash flows of the related assets is less than the carrying values.

Following are the components of property, plant and equipment:

			December 31, 2022						December 31, 2021
Property, plant and equipment, net
Machinery and equipment			$	405.4					$	373.6
Buildings			312.4						304.8
Land			41.0						42.1
Construction in progress			41.5						34.8
Property, plant and equipment, at cost			800.3						755.3
Less: Accumulated depreciation			(310.9)						(266.0)
Property, plant and equipment, net			$	489.4					$	489.3

Goodwill

Assets and liabilities acquired in business combinations are accounted for using the acquisition method and recorded at their respective fair values. Goodwill represents the excess of consideration paid over the net assets acquired and is assigned to the reporting unit that acquires the business. A reporting unit is an operating segment as defined in ASC 280, Segment Reporting, or a business one level below an operating segment if discrete financial information for that business is prepared and regularly reviewed by segment management. The Company conducts annual impairment tests of goodwill in the fourth quarter or more frequently if events or circumstances indicate a reporting unit’s fair value may be less than its carrying value. If an initial assessment indicates it is more likely than not goodwill may be impaired, it is evaluated by comparing the reporting unit’s estimated fair value to its carrying value. If its carrying value exceeds its estimated fair value, goodwill impairment is recognized to the extent that the carrying value exceeds the fair value of the reporting unit. Estimated fair values of the reporting unit are Level 3 measures and are developed using a weighting of the discounted cash flow approach, the comparable public company approach and the comparable acquisition approach.

Finite-lived Intangible assets

Finite-lived intangible assets principally consist of certain customer relationships, developed technology, capitalized software and trademarks. These intangible assets are amortized on a straight-line basis over their estimated useful lives. The cost of customer relationships is amortized principally over 10 to 13 years, developed technology over 5 to 10 years, capitalized software over 5 years, and trademarks over 5 to 10 years. The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company monitors these changes and events on at least a quarterly basis.

Other indefinite-lived intangible assets

Indefinite lived intangible assets consist of certain trademarks which are also evaluated annually for impairment or upon the occurrence of a triggering event. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, the asset is written down to its fair value and the amount of the write down is the impairment charge. Similar to its annual assessment for goodwill, the Company performs a quantitative test for impairment.

When a quantitative analysis is performed, the Company tests these assets using a “relief-from-royalty” valuation method to determine the fair value. Significant assumptions inherent in the valuation methodologies include, but are not limited to, future projected business results, growth rates, the discount rate for a market participant, and royalty rates.

Product Warranties

Warranties generally extend for one to two years from the date of sale. Provisions for warranty are determined primarily based on historical warranty cost as a percentage of sales, adjusted for specific issues that may arise.

Product warranty expense is approximately one percent of product sales and the product warranty accrual is reflected in accrued expenses on the Consolidated Balance Sheets.

The change in product warranty accrual is as follows:

			December 31, 2022						December 31, 2021						December 31, 2020
Beginning balance			$	30.0					$	36.5					$	43.3
Provision charge to expense			16.0						16.6						27.8
Paid/utilized			(20.4)						(23.1)						(34.6)
Ending balance			$	25.6					$	30.0					$	36.5

Public and Private Placement Warrants

As part of the IPO on June 12, 2018, GSAH issued to third party investors 69,000,000 units, consisting of one share of Class A common stock and one-third of one Public Warrant, at a price of $10.00 per unit. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share.

Simultaneously with the closing of the IPO, GSAH closed the private placement of an aggregate of 10,533,333 Warrants, each exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”), initially issued to GS DC Sponsor I LLC, a Delaware limited liability company (our “Sponsor”), at a price of $1.50 per Private Placement Warrant, generating proceeds of $15.8. Each Private Placement Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share.

Subsequent to the Business Combination, 9,387,093 Public Warrants and 10,533,333 Private Placement Warrants were outstanding as of December 31, 2020. On January 19, 2021, the Company redeemed the outstanding Public Warrants in full, and the units and the Public Warrants were subsequently delisted from NYSE.

The Private Placement Warrants are exercisable on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by such holders on the same basis as the Public Warrant.

We evaluated the Public and Private Placement Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. The Warrants are classified as a liability at fair value on the Company’s Consolidated Balance Sheet at December 31, 2022 and 2021, respectively, and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s Consolidated Statements of Earnings (Loss). The Warrants are deemed equity instruments for income tax purposes, and accordingly, there is no tax accounting relating to changes in the fair value of the Warrants recognized.

Because the Public Warrants were publicly traded and thus had an observable market price, fair value adjustments were determined by utilizing the market prices whereas the Private Placement Warrants were valued using a Black-Sholes-Merton pricing model as described in “Note 12 - Financial Instruments and Risk Management” to the Consolidated Financial Statements. The changes in the fair value of the Warrants may be material to our future operating results.

Derivative Instruments and Hedging Activities

In the normal course of business, the Company is exposed to changes in foreign currency exchange rates and commodity prices due to its worldwide presence and business profile. The Company’s foreign currency exposures relate to transactions denominated in currencies that differ from the functional currencies of its subsidiaries. Primary commodity exposures are price fluctuations on forecasted purchases of copper and aluminum and related products. As part of the Company’s risk management strategy, derivative instruments can be selectively used in an effort to minimize the impact of these exposures. All derivatives are associated with specific underlying exposures and the Company does not hold derivatives for trading or speculative purposes. The duration of hedge positions is less than one year.

All derivatives are accounted for under ASC 815, Derivatives and Hedging, and recognized at fair value. For derivatives hedging variability in future cash flows, the effective portion of any gain or loss is deferred in equity and recognized when the underlying transaction impacts earnings. For derivatives hedging the fair value of existing assets or liabilities, both the gain or loss on the derivative and the offsetting loss or gain on the hedged item are recognized in earnings each period. To the extent that any hedge is not fully effective at offsetting changes in the underlying hedged item, there could be a net earnings impact. The Company also uses derivatives to hedge economic exposures that do not receive deferral accounting under ASC 815. The underlying exposures for these hedges relate primarily to the revaluation of certain foreign-currency denominated assets and liabilities. Gains or losses from the ineffective portion of any hedge, as well as any gains or losses on derivative instruments not designated as hedges, are recognized in the Consolidated Statements of Earnings (Loss) immediately.

The Company may enter into net investment hedges of their foreign subsidiaries. The Company utilizes intercompany foreign currency denominated debt to hedge its investment in certain foreign subsidiaries and affiliates. Realized and unrealized translation adjustments from these hedges are included in the Consolidated Statements of Shareholders’ Equity (Deficit) in the foreign currency translation adjustment of “Foreign currency (gain) loss, net” which offsets the translation adjustments on the underlying assets of foreign subsidiaries also recorded in “Other Comprehensive income (loss), net of tax”.

The Company designated certain interest rate swaps with a notional amount of $1,000.0 as cash flow hedges until the maturity of the Term Loan Credit Agreement in 2027. The Company uses interest rate swaps to manage the interest rate mix of our total debt portfolio and related overall cost of borrowing. At December 31, 2022 and 2021 interest rate swap agreements designated as cash flow hedges effectively swapped a notional amount of $1,000.0, of LIBOR based floating rate debt for fixed rate debt. See “Note 12 – Financial instruments and Risk Management” for additional information.

As of December 31, 2022 and 2021 no outstanding currency and commodity hedges received deferral accounting treatment. Accordingly, the Company recognized mark-to-market gains (losses) of $(0.4), $0.6, and $0.9, for the years ended December 31, 2022, 2021, and 2020 respectively, within “Other operating expense (income)” in the Consolidated Statements of Earnings (Loss). The fair values of the outstanding hedge instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts.

Income Taxes

The provision for income taxes is determined using the asset and liability approach of ASC 740 by jurisdiction on a legal entity by legal entity basis. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are measured using enacted rates in effect for the year in which the temporary differences are expected to be recovered or settled. The impact of a change in income tax rates on deferred tax assets and liabilities is recognized in earnings in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The tax carryforwards reflected in the Company’s Consolidated Financial Statements have been determined using the separate return method. The tax carryforwards include net operating losses and tax credits.

The Company’s extensive operations and the complexity of global tax regulations require assessments of uncertainties in estimating the taxes the Company will ultimately pay. The Company recognizes liabilities for anticipated tax audit uncertainties in the U.S. and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due.

ASC 740-30-25-18 provides guidance that U.S. companies do not need to recognize tax effects on outside basis differences that are indefinitely reinvested. As of December 31, 2022 and 2021, the Company has provided for U.S. federal income taxes, foreign withholding and other taxes on outside basis differences in certain foreign subsidiaries that

are not indefinitely reinvested. Certain earnings of foreign affiliates continue to be indefinitely reinvested, but determining the impact was not practicable due to interaction with other tax laws and regulations in the year of inclusion.

Commitments and Contingencies

Certain conditions may exist as of the date of the financial statements which may result in a loss to the Company, but will only be resolved when one or more future events occur or fail to occur. Such liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when the Company assesses that it is probable that a future liability has been incurred and the amount can be reasonably estimated. Recoveries of costs from third parties, which the Company assesses as being probable of realization, are recorded to the extent of related contingent liabilities accrued. Legal costs incurred in connection with matters relating to contingencies are expensed in the period incurred. The Company records gain contingencies when realized.

Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04: Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This ASU provides optional expedients and exceptions to ease the potential burden in accounting for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued as part of reference rate reform. The amendments became effective March 12, 2020 and can generally be applied through December 31, 2024.

As further described in “Note 6 - Debt” the ABL Revolving Credit Facility was amended on September 20, 2022 and the interest rate benchmark for currently outstanding and future revolving loans was converted from LIBOR to SOFR (with a 10 basis points credit spread adjustment for all available tenors), EURIBOR and SONIA, as applicable. As the amendment was contemporaneous with changes to terms other than those related to the replacement of the LIBOR reference rate, the Company did not apply the optional expedients within the standard.

The Company also intends to transition our Term Loan due 2027 and our interest rates swaps to another reference rate prior to the discontinuance of LIBOR. The Company does not expect the adoption of this ASU to have a material impact on its Consolidated Financial Statements.

(2) ACQUISITION

On September 8, 2021, the Company entered into a sale and purchase agreement to acquire E&I. The E&I Acquisition closed on November 1, 2021. Under the terms of the sale and purchase agreement, total consideration was $1,770.4, net of $10.3 of cash acquired. The gross consideration of $1,780.7, consisted of $1,168.7 in cash, approximately $601.1 of Company common stock, equating to 23.1 million shares of Vertiv common stock, $7.4 of contingent consideration and $3.5 of other adjustments. The Company was obligated to pay up to $200.0 of additional cash consideration if E&I achieved certain EBITDA targets for the year ended December 31, 2022. As of December 31, 2022, the value of the contingent earnout was zero based on E&I’s EBITDA results for the year ended December 31, 2022. As of December 31, 2021, the fair value of the contingent consideration related to the EBITDA targets was $3.7. The change in the fair value of the contingent consideration is recorded within “Other operating expense (income)” on the Consolidated Statements of Earnings (Loss).

E&I is a leading independent provider of switchgear, busway and modular power units serving data center and C&I customers in Europe, Middle East, and America. The combination is expected to broaden our power infrastructure portfolio, expand our services opportunities by providing additional upfront project start-up and ongoing maintenance services, enable us to offer complete integrated power and modular solutions. Additionally, this acquisition strengthens our participation with large customers as well as gain new customers, including Hyperscale cloud providers, as we have an expanded portfolio of products and services to offer customers more flexible and scalable power deployment options.

The Company accounted for the acquisition of E&I using the acquisition method of accounting. Assets acquired and liabilities assumed have been recorded based on their fair values, and as a result, the estimates and assumptions are subject to change. The Company has finalized the valuations to determine the final purchase price allocation including the final working capital adjustments, amounts allocated to intangible assets, the allocation of fair value to its foreign jurisdictions, and recording the tax effects of the E&I Acquisition.

The following is the final purchase price allocation of assets acquired and liabilities assumed related to the E&I acquisition:

						Preliminary Allocation						Adjustments						Final Allocation
Accounts receivable						$	87.7					$	—					$	87.7
Inventories						50.1						—						50.1
Other current assets						15.7						—						15.7
Property, plant and equipment						87.1						—						87.1
Goodwill						748.2						4.5						752.7
Other intangible assets						1,004.2						—						1,004.2
Other assets						10.4						—						10.4
Accounts payable						33.9						—						33.9
Accrued expenses and other liabilities						50.0						1.0						51.0
Deferred income taxes						129.8						(1.5)						128.3
Other long-term liabilities						24.3						—						24.3
Net assets acquired and liabilities assumed						$	1,765.4					$	5.0					1,770.4

The following table represents the definite lived intangible assets acquired, the final fair values and respective useful lives:

						Useful Life						Fair Value
Customer relationships						15 to 16 years						$	731.6
Developed technology						13 years						180.7
Trademarks						15 to 16 years						52.3
Backlog						1 year						39.6
Total intangible assets												$	1,004.2

The Company used the multi-period excess earnings method to value the customer relationship intangible assets and the relief from royalty method to value the developed technology intangible assets. The significant assumptions used to estimate the fair value of customer relationships included forecasted earnings before interest, taxes, and amortization, customer attrition rates and a discount rate. The significant assumptions used to estimate the fair value of developed technology included the forecasted revenues, royalty rates and a discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The estimated weighted-average useful lives was 14.2 years for finite lived intangible assets.

Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets recognized for E&I, and represents the future economic benefits, including synergies, and assembled workforce, that are expected to be achieved as a result of the consummation of the acquisition of E&I. The goodwill arising from the acquisition is not expected to be deductible for tax purposes. As of the E&I Acquisition closing date, goodwill of $273.6 and $479.1 has been allocated to the America’s and the Europe, Middle East and Africa segments, respectively. Refer to “Note 5 - Goodwill and Other Intangibles” for additional information about goodwill and other intangible assets.

For the year ended December 31, 2021, E&I net sales were $67.4 which are included in “Net sales” and operating loss from the acquisition were $10.0 included in “Income (loss) before income taxes, net” on the Consolidated Statement of Earnings (Loss).

Pro Forma Financial Information

In accordance with ASC 805 Business Combination, the following unaudited pro forma results of operations for the year ended December 31, 2021 and 2020, respectively, assumes the E&I business combination was completed on January 1, 2020. The following pro forma results include adjustments to reflect acquisition related costs, additional interest expense and amortization of debt issuance costs, accounting policies applied to E&I after the business combination, amortization of intangibles associated with the business combination and the effects of adjustments made to the carrying value of certain assets.

Unaudited proforma information						Year Ended December 31, 2021						Year Ended December 31, 2020
Net sales						$	5,323.9					$	4,814.1
Net income (loss)						76.7						(380.0)

The unaudited pro forma results contain adjustments to give effect to pro forma events that are directly attributable to the business transaction, factually supportable, and expected to have a continuing impact on the combined results. Pro forma data may not be indicative of the results that would have been obtained had the acquisition occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. Additionally, the pro forma financial information does not reflect the costs which the Company has incurred or may incur to integrate the acquired business.

(3) REVENUE

The Company recognizes revenue from the sale of manufactured products and services when control of promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Critical infrastructure & solutions

The Company identifies delivery of products as performance obligations within the critical infrastructure & solutions offering. Such products include AC and DC power management, thermal management, integrated modular solutions, as well as hardware for managing IT equipment. The Company generally satisfies these performance obligations and recognizes revenue for these products at a point in time when control has transferred to the customer. The transfer of control generally occurs when the product has been shipped or delivery has occurred, depending on shipping terms.

For customized products that the customer controls at the customer’s site while the Company builds and customizes the product, the Company recognizes revenue over time because the customer obtains control of the asset as it is built. For these products, the Company uses an input method to recognize revenue based on costs incurred relative to total estimated project costs as this represents the most faithful measure of the goods transferred to the customer.

Services & spares

Services include preventative maintenance, acceptance testing, engineering and consulting, performance assessments, remote monitoring, training, spare parts, and digital critical infrastructure software. Services are generally recognized as the services are provided, or straight-line for stand-ready contracts, because the customer simultaneously receives and consumes the benefit as we perform the services. The Company recognizes revenue for software applications at a point in time upon transfer of the software and monitoring services are recognized over time.

Integrated rack solutions

Performance obligations within integrated rack solutions include the delivery of racks, rack power, rack power distribution, rack thermal systems, and configurable integrated solutions. For these performance obligations, the Company recognizes revenue at a point in time based on when transfer of control occurs.

Disaggregation of Revenues

The following table disaggregates revenue by business segment, product and service offering and timing of transfer of control:

			Year Ended December 31, 2022
			Americas						Asia Pacific						Europe, Middle East, & Africa						Total
Sales by Product and Service Offering:
Critical infrastructure & solutions			$	1,608.4					$	949.3					$	917.6					$	3,475.3
Services & spares			754.6						441.7						284.3						1,480.6
Integrated rack solutions			365.6						210.3						159.7						735.6
Total			$	2,728.6					$	1,601.3					$	1,361.6					$	5,691.5
Timing of revenue recognition:
Products and services transferred at a point in time			$	1,925.0					$	1,242.6					$	985.7					$	4,153.3
Products and services transferred over time			803.6						358.7						375.9						1,538.2
Total			$	2,728.6					$	1,601.3					$	1,361.6					$	5,691.5

			Year Ended December 31, 2021
			Americas						Asia Pacific						Europe, Middle East, & Africa						Total
Sales by Product and Service Offering: (1)
Critical infrastructure & solutions			$	1,189.6					$	971.7					$	739.1					$	2,900.4
Services & spares			705.1						421.5						312.1						1,438.7
Integrated rack solutions			292.7						215.8						150.5						659.0
Total			$	2,187.4					$	1,609.0					$	1,201.7					$	4,998.1
Timing of revenue recognition:
Products and services transferred at a point in time			$	1,514.6					$	1,304.3					$	1,019.5					$	3,838.4
Products and services transferred over time			672.8						304.7						182.2						1,159.7
Total			$	2,187.4					$	1,609.0					$	1,201.7					$	4,998.1

(1)For the year ended December 31, 2021, E&I sales from November 1, 2021 to December 31, 2021 of $21.7 and $45.7 are included in Americas; and Europe, Middle East & Africa reportable segments, respectively.

			Year Ended December 31, 2020
			Americas						Asia Pacific						Europe, Middle East, & Africa						Total
Sales by Product and Service Offering:
Critical infrastructure & solutions			$	1,074.2					$	830.7					$	529.7					$	2,434.6
Services & spares			662.6						366.3						288.2						1,317.1
Integrated rack solutions			303.8						171.4						143.7						618.9
Total			$	2,040.6					$	1,368.4					$	961.6					$	4,370.6
Timing of revenue recognition:
Products and services transferred at a point in time			$	1,418.9					$	1,078.5					$	751.9					$	3,249.3
Products and services transferred over time			621.7						289.9						209.7						1,121.3
Total			$	2,040.6					$	1,368.4					$	961.6					$	4,370.6

The opening and closing balances of current and long-term contract liabilities and current and long-term deferred revenue are as follows:

			Balances at December 31, 2022						Balances at December 31, 2021
Deferred revenue - current (1)			$	309.4					$	238.9
Deferred revenue - noncurrent (2)			49.5						59.9
Other contract liabilities - current (1)			49.3						52.1

(1) Current deferred revenue and contract liabilities are included within “Accrued expenses and other liabilities” on the Consolidated Balance Sheets.

(2) Noncurrent deferred revenue is recorded within “Other long-term liabilities” on the Consolidated Balance Sheets.

Deferred revenue - noncurrent consists primarily of maintenance, extended warranty and other service contracts. The Company expects to recognize revenue of $26.6, $13.2 and $9.7 in the years ending December 31, 2024, 2025, and thereafter, respectively.

(4) RESTRUCTURING COSTS

Restructuring costs include expenses associated with the Company’s efforts to continually improve operational efficiency and reposition its assets to remain competitive on a worldwide basis. Plant closing and other costs include lease and contract termination costs of moving fixed assets, employee training, relocation, and facility costs. These costs are recorded in “Restructuring costs” on the Consolidated Statements of Earnings (Loss).

During 2020, the Company commenced a multi-year restructuring program to align its cost structure to support margin expansion targets. The program includes workforce reductions and footprint optimization across all segments. Restructuring charges expected to be recognized are estimated to be approximately $100.0 for the entire program. The current liability and non-current liability for estimated restructuring costs is recorded in "Accrued expenses and other liabilities” and "Other long-term liabilities", respectively, on the Consolidated Balance Sheets.

The change in the current liability for restructuring costs for the year ended December 31, 2022 were as follows:

			December 31, 2021						Paid/Utilized						Expense						December 31, 2022
Severance and benefits			$	33.8					$	(16.7)					$	(1.8)					$	15.3
Plant closing and other			0.2						(2.6)						2.5						0.1
Total			$	34.0					$	(19.3)					$	0.7					$	15.4

The change in the current liability for restructuring costs for the year ended December 31, 2021 were as follows:

			December 31, 2020						Paid/Utilized						Expense						December 31, 2021
Severance and benefits			$	68.9					$	(31.8)					$	(3.3)					$	33.8
Plant closing and other			0.4						(4.9)						4.7						0.2
Total			$	69.3					$	(36.7)					$	1.4					$	34.0

The change in the current liability for restructuring costs for the year ended December 31, 2020 were as follows:

			December 31, 2019						Paid/ Utilized						Expense						December 31, 2020
Severance and benefits			$	21.6					$	(23.2)					$	70.5					$	68.9
Plant closing and other			0.6						(3.6)						3.4						0.4
Total			$	22.2					$	(26.8)					$	73.9					$	69.3

Restructuring expense by business segment were as follows:

			December 31, 2022						December 31, 2021						December 31, 2020
Americas			$	1.9					$	4.0					$	15.5
Asia Pacific			(1.7)						3.1						10.4
Europe, Middle East & Africa(1)			0.7						(7.1)						42.7
Corporate			(0.2)						1.4						5.3
Total			$	0.7					$	1.4					$	73.9

(1) During 2021, a previously recorded restructuring reserve was relieved due to the sale of a heavy industrial UPS business, refer to “Note 5 - Goodwill and Other Intangibles” for more information.

(5) GOODWILL AND OTHER INTANGIBLES

The change in the carrying value of goodwill by segment follows:

						Americas						Asia Pacific						Europe, Middle East & Africa						Total
Balance, December 31, 2020						$	359.2					$	50.6					$	197.4					$	607.2
E&I Acquisition(1)						273.4						—						474.8						748.2
Foreign currency translation and other						(0.6)						0.3						(16.3)						(16.6)
Impairment(2)						—						—						(8.7)						(8.7)
Balance, December 31, 2021						$	632.0					$	50.9					$	647.2					$	1,330.1
E&I Acquisition(3)						0.2						—						4.3						4.5
Foreign currency translation and other						2.1						(3.8)						(48.2)						(49.9)
Balance, December 31, 2022						$	634.3					$	47.1					$	603.3					$	1,284.7

(1) For more information on the E&I Acquisition, refer to “Note 2 - Acquisition”.

(2) Impairment is related the sale of a heavy industrial UPS business, see additional details below.

(3) Adjustment to purchase price allocation on the E&I Acquisition, refer to “Note 2 - Acquisition”.

The gross carrying amount and accumulated amortization of identifiable intangible assets by major class follow:

As of December 31, 2022						Gross						Accumulated Amortization						Net
Customer relationships						$	1,741.8					$	(573.8)					$	1,168.0
Developed technology						483.4						(215.9)						267.5
Capitalized software						104.7						(68.7)						36.0
Trademarks						87.1						(31.9)						55.2
Backlog						35.9						(35.9)						—
Total finite-lived identifiable intangible assets						$	2,452.9					$	(926.2)					$	1,526.7
Indefinite-lived trademarks						289.4						—						289.4
Total intangible assets						$	2,742.3					$	(926.2)					$	1,816.1
As of December 31, 2021						Gross						Accumulated Amortization						Net
Customer relationships						$	1,824.8					$	(453.7)					$	1,371.1
Developed technology						508.1						(177.0)						331.1
Capitalized software						95.5						(53.7)						41.8
Trademarks						90.6						(24.3)						66.3
Backlog						39.6						(6.9)						32.7
Total finite-lived identifiable intangible assets						$	2,558.6					$	(715.6)					$	1,843.0
Indefinite-lived trademarks						295.2						—						295.2
Total intangible assets						$	2,853.8					$	(715.6)					$	2,138.2

Total intangible asset amortization expense for the years ended December 31, 2022, 2021 and 2020, was $230.4, $157.9, and $142.8, respectively.

Based on intangible asset balances as of December 31, 2022, expected amortization expense is as follows:

2023						2024						2025						2026						2027
$	193.1					$	193.0					$	193.0					$	183.4					$	151.8

Asset Impairment

In October 2021, the Company entered into an agreement for approximately 20.0 EUR ($21.7 USD) in cash proceeds for the sale of a heavy industrial UPS business within the Europe, Middle East & Africa segment. As a result of the disposition, the Company adjusted the business to the current fair value, less expected costs to sell, and recorded an $8.7 impairment in “Asset impairments” in the Consolidated Statements of Earnings (Loss). On December 21, 2021, the sale of the heavy industrial UPS business was finalized, which resulted in no additional impairment.

During the year ended December 31, 2020, management changed its strategy on the ERP platform that was being implemented in the Americas segment. As a result, the Company recognized a write-off of approximately $12.3, consisting primarily of capitalized software costs, which is recorded as a corporate expense, within “Asset impairments” in the Consolidated Statement of Earnings (Loss).

During the year ended December 31, 2020, in connection with the restructuring program, management determined a certain product line in the Americas segment to be non-core to the business. As a result, the Company recognized an impairment charge of $8.7, consisting primarily of developed technology and trademarks, which is recorded in “Asset impairments” in the Consolidated Statement of Earnings (Loss).

Annual Goodwill Impairment Analysis

The Company performed a quantitative impairment test for all of its reporting units with goodwill during the fourth quarter of 2022. The discounted cash flow approach, the comparable public company approach and the comparable acquisition approach were used to estimate the fair value of each reporting unit using a weighting of 40%, 40% and 20%, respectively. The discounted cash flow model requires several estimates and assumptions including future sales growth, earnings before interest, taxes, depreciation, and amortization (or “EBITDA”) margins, capital expenditures, a discount rate and a terminal revenue growth rate (the revenue growth rate for the period beyond the years forecasted by the reporting units) for each reporting unit. The comparable public company and comparable acquisition approaches require several assumptions including EBITDA multiples for comparable companies and transactions that operate in the same markets as our reporting units. The estimated fair value of all reporting units was in excess of its respective carrying value, which resulted in a conclusion that no impairment existed for the year ended December 31, 2022.

(6) DEBT

Long-term debt, net of current portion, consisted of the following as of December 31, 2022 and 2021:

			December 31, 2022						December 31, 2021
Term Loan due 2027 at 6.89% and 2.84% at December 31, 2022 and 2021, respectively			$	2,139.8					$	2,161.7
Senior Secured Notes due 2028 at 4.125% at both December 31, 2022 and 2021, respectively			850.0						850.0
ABL Revolving Credit Facility			235.0						—
Unamortized discount and issuance costs			(33.9)						(39.4)
			3,190.9						2,972.3
Less: Current Portion			(21.8)						(21.8)
Total long-term debt, net of current portion			$	3,169.1					$	2,950.5

Contractual maturities of the Company’s debt obligations as of December 31, 2022 are shown below:

2023			$	21.8
2024			21.8
2025			256.8
2026			21.8
2027			2,052.6
Thereafter			850.0
Total			$	3,224.8

Redemption of Prior Notes

On January 31, 2020, the Company commenced a process to refinance or otherwise modify its indebtedness. In connection with these refinancing transactions, the Company called all of Vertiv Intermediate Holding Corporation’s $500.0 of 12.00%/13.00% Senior PIK Toggle Notes due 2022 (the “2022 Senior Notes”), Vertiv Group’s $750.0 of 9.250% Senior Notes due 2024 (“2024 Senior Notes”) and Vertiv Group’s $120.0 of 10.00% Senior Secured Second Lien Notes due 2024 (the “2024 Senior Secured Notes” and, collectively with the 2022 Senior Notes and 2024 Senior Notes, the “Prior Notes”) for conditional redemption on March 2, 2020, in accordance with the respective indentures. A total of $0.5 principal amount of 2024 Senior Notes had been previously tendered pursuant to the change of control offer made in connection with the Business Combination and were repurchased on February 7, 2020. The remaining balance of the Prior Notes was redeemed in full on March 2, 2020.

Prior Term Loan Repayment

On March 2, 2020, the Company completed the refinancing by entering into (i) Amendment No. 5 to the ABL Revolving Credit Agreement, by and among, inter alia, Vertiv Group Corporation, a Delaware corporation (“Vertiv Group” or the “Borrower”) and other Borrowers (as defined herein) party thereto, the other Credit Parties (as defined therein) party thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ABL Agent”), and the Lenders party

thereto (the "Fifth Amendment” and, the ABL Revolving Credit Agreement as amended by the Fifth Amendment, and as further amended by Amendment No. 6 to the Revolving Credit Agreement, dated as of September 20, 2022, and the Amendment No. 7 to the Revolving Credit Agreement, dated as of September 20, 2022, “ABL Revolving Credit Facility”), which Fifth Amendment extended the maturity of, and made certain other modifications to, the ABL Revolving Credit Agreement, and (ii) a new Term Loan Credit Agreement, by and among, Holdings, the Borrower, various financial institutions from time to time party thereto (the “Term Lenders”), and Citibank, N.A., as administrative agent (in such capacity, the “Term Agent”) (the “Term Loan Credit Agreement”), which Term Loan Credit Agreement provided for a $2,200.0 senior secured term loan (the "Term Loan"), the proceeds of which were used, together with certain borrowings under the ABL Revolving Credit Facility, to repay or redeem, as applicable, in full certain existing indebtedness and to pay certain fees and expenses as further set forth below (the "Term Loan Facility", and together with the ABL Revolving Credit Facility, the "Senior Secured Credit Facilities"). The refinancing transactions resulted in a reduction of the Company’s debt service requirements going forward and an extension of the maturity profile of the Company’s indebtedness.

On the Closing Date and prior to the completion of the refinancing transactions, the Company used a portion of the proceeds from the Business Combination, including the PIPE Investment, to repay $176.0 of the outstanding indebtedness under the Prior Asset-Based Revolving Credit Agreement and approximately $1,285.9 of the outstanding indebtedness under the Prior Term Loan Facility (as defined herein).

In connection with the repayment from the Business Combination and the subsequent refinancing transactions, we recognized a $99.0 write-off of deferred financing fees and a $75.0 early redemption premium on Prior Notes (as defined herein). The write-off and early redemption premium are recorded in Loss on extinguishment of debt in the consolidated statement of earnings (loss).

Term Loan due 2027

Subject to certain conditions and without consent of the then-existing Term Lenders (but subject to the receipt of commitments), the Borrower may incur additional loans under the Term Loan Credit Agreement (as an increase to the Term Loan or as one or more new tranches of term loans) (“Incremental Term Loans”) in an aggregate principal amount of up to the sum of (a) the greater of $325.0 and 60.0% of Consolidated EBITDA (as defined in the Term Loan Credit Agreement), plus (b) an amount equal to all voluntary prepayments, repurchases and redemptions of pari passu term loans borrowed under the Term Loan Credit Agreement and of certain other pari passu indebtedness incurred outside the Term Loan Credit Agreement utilizing capacity that would otherwise be available for Incremental Term Loans, plus (c) an unlimited amount, so long as on a pro forma basis after giving effect thereto, (i) with respect to indebtedness secured by the Collateral (as defined below) on a pari passu basis with the Term Loan, the Consolidated First Lien Net Leverage Ratio (as defined in the Term Loan Credit Agreement) would not exceed 3.75:1.00 and (ii) with respect to indebtedness incurred outside of the Term Loan Credit Agreement and secured by the Collateral on a junior basis with the Term Loan or that is unsecured, the Consolidated Total Net Leverage Ratio (as defined in the Term Loan Credit Agreement) would not exceed either (A) 5.25:1.00 or (B) if such indebtedness is incurred in connection with a permitted acquisition or other permitted investment, the Consolidated Total Net Leverage Ratio in effect immediately prior to the consummation of such transaction (the amounts referred to in clauses (a), (b) and (c), collectively, the “Incremental Amount”). Subject to certain conditions, the Borrower may incur additional indebtedness outside of the Term Loan Credit Agreement using the then-available Incremental Amount in lieu of Incremental Term Loans.

The Term Loan amortizes in equal quarterly installments in an amount equal to 1.00% per annum of the initial principal amount, which amortization payments commenced on June 30, 2020. The interest rate applicable to the Term Loan is, at the Borrower’s option, either (a) the base rate (which is the highest of (i) the prime rate of Citibank, N.A. on such day, (ii) the greater of the then-current (A) federal funds rate set by the Federal Reserve Bank of New York and (B) rate comprised of both overnight federal funds and overnight LIBOR, in each case, plus 0.50%, (iii) LIBOR for a one month interest period, plus 1.00% and (iv) 1.00%), plus 2.00% or (b) one-, three- or six-month LIBOR or, if agreed by all Term Lenders, 12-month LIBOR or, if agreed to by the Term Agent, any shorter period (selected at the option of the Borrower), plus 3.00%. Additionally, concurrent with entering into the Term Loan Credit Agreement, Vertiv Group entered into interest rate swap agreements with a notional amount of $1,000.0. The swap transactions exchange floating rate interest payments for fixed rate interest payments on the notional amount to reduce interest rate volatility. The borrowing rate of the Term Loan as of December 31, 2022 and 2021 was 6.89% and 2.84%, respectively.

On March 10, 2021, pursuant to a repricing amendment, the interest rate margin decreased 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 the base rate as described above. The Company recognized a loss on the extinguishment of debt of $0.4 related to the interest rate decrease for the year ended December 31, 2021.

The Borrower may voluntarily prepay the Term Loan, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty. The Borrower is required to repay the Term Loan with 50% of Excess Cash Flow (as defined in the Term Loan Credit Agreement), 100% of the net cash proceeds of certain asset sales and casualty and condemnation events and the incurrence of certain other indebtedness, in each case, subject to certain step-downs, reinvestment rights, thresholds and other exceptions. Any Term Loan prepaid or repaid may not be re-borrowed. Unless accelerated subject to the terms of the Term Loan Credit Agreement, any amounts not otherwise prepaid or repaid shall mature on the seven year anniversary of entry into the Term Loan Credit Agreement.

The Borrower’s obligations under the Term Loan Credit Agreement are guaranteed by the Company and all of the Borrower’s direct and indirect wholly-owned U.S. subsidiaries (subject to certain permitted exceptions) (collectively, the “Guarantors”). Subject to certain exceptions, the obligations of the Borrower and the Guarantors under the Term Loan Credit Agreement and related documents are secured by a lien on substantially all of the assets of the Borrower and the Guarantors (the “Collateral”).

The Term Loan Credit Agreement contains customary representations and warranties, affirmative, reporting and negative covenants, and events of default. The negative covenants include, among other things, restrictions on (subject to certain exceptions) our ability to incur additional indebtedness; pay dividends or other payments on capital stock; guarantee other obligations; grant liens on assets; make loans, acquisitions or other investments; transfer or dispose of assets; make optional payments of, or otherwise modify, certain debt instruments; engage in transactions with affiliates; amend organizational documents; engage in mergers or consolidations; enter into arrangements that restrict certain of our subsidiaries’ ability to pay dividends; change the nature of the business conducted by Vertiv Group and its restricted subsidiaries; and designate our subsidiaries as unrestricted subsidiaries. Additionally, the activities which may be carried out by Holdings are subject to limitations

ABL Revolving Credit Facility

The Fifth Amendment extended the maturity of, and made certain other modifications to, the ABL Revolving Credit Agreement, by and among Holdings, the Borrower, certain subsidiaries of the Borrower, as co-borrowers (the “Co-Borrowers”), various financial institutions from time to time party thereto, as lenders (the “ABL Lenders”), the ABL Agent and certain other institutions from time to time party thereto as collateral agents and letter of credit issuers. The revolving facility provided by the ABL Revolving Credit Agreement (the "ABL Revolving Credit Facility") is available to the Borrower and the Co-Borrowers and provides for revolving loans in various currencies and under U.S. and foreign subfacilities, in an aggregate amount up to $570.0 with a letter of credit subfacility of $200.0 and a swingline subfacility of $75.0, in each case, subject to various borrowing bases. Borrowings under the ABL Revolving Credit Facility are limited by borrowing base calculations based on the sum of specified percentages of eligible accounts receivable, certain eligible inventory and certain unrestricted cash, minus the amount of any applicable reserves.

Subject to certain conditions and without the consent of the then-existing ABL Lenders (but subject to the receipt of commitments), commitments under the ABL Revolving Credit Facility may be increased to up to $600.0. The maturity date of the ABL Revolving Credit Facility is March 2, 2025.

On September 20, 2022, Holdings, the Borrower and certain subsidiaries entered into Amendment No. 6 (“Sixth Amendment”) and Amendment No. 7 (“Seventh Amendment”) to the ABL Revolving Credit Facility. Among other modifications, the Sixth Amendment converts the interest rate benchmark for currently outstanding and future revolving loans based on LIBOR to SOFR, with a 10 basis point credit spread adjustment for all available tenors, EURIBOR, and SONIA, as applicable. Under the Seventh Amendment, the U.S. revolving loan commitments under the U.S. tranche was increased by $115.0 to a total loan commitment of $570.0 under the ABL Revolving Credit Facility. All other material provisions of the ABL Revolving Credit Facility were unchanged, including the March 2, 2025 maturity date. We paid $0.6 in legal fees related to the amendments which were capitalized within “Other” on the Consolidated Balance Sheets. Prior to the Sixth Amendment, the interest rate benchmark was LIBOR.

The interest rate applicable to loans denominated in U.S. dollars under the ABL Revolving Credit Facility prior to the Sixth Amendment is, at the Borrower’s option, either (a) the base rate (which is the highest of (i) the prime rate of JPMorgan Chase Bank, N.A. on such date, (ii) the greater of the then-current (A) federal funds rate set by the Federal Reserve Bank of New York and (B) rate comprised of both overnight federal and overnight LIBOR, in each case, plus 0.50%, (iii) LIBOR for a one month interest period, plus 1.00% and (iv) 1.00%), plus an applicable margin (the “LIBOR Base Rate Margin”) ranging from 0.25% to 0.75%, depending on average excess availability or (b) one-, three- or six-month Interest Rate Benchmark or, if available to all ABL Lenders, 12-month Interest Rate Benchmark or any shorter period (selected at the option of the Borrower), plus an applicable margin (the “LIBOR Margin”) ranging from 1.25% to 1.75%, depending on average excess availability.

The interest rate applicable to loans denominated in U.S. dollars under the ABL Revolving Credit Facility after the Sixth Amendment is, at the Borrower’s option, either (a) the base rate (which is the highest of (i) the prime rate of JPMorgan Chase Bank, N.A. on such date, (ii) the greater of the then-current (A) federal funds rate set by the Federal Reserve Bank of New York and (B) rate comprised of both overnight federal and overnight SOFR, in each case, plus 0.50%, (iii) the Adjusted Term SOFR Rate (as defined in the ABL Revolving Credit Agreement) for a one month interest period, plus 1.00% and (iv) 1.00%), plus an applicable margin (the “SOFR Base Rate Margin”) ranging from 0.25% to 0.75%, depending on average excess availability or (b) one-, three- or six-month Adjusted Term SOFR Rate (selected at the option of the Borrower), plus an applicable margin (the “SOFR Margin” and collectively, with the SOFR Base Rate Margin, the LIBOR Margin, and the LIBOR Base Rate Margin, the “Applicable Margins”) ranging from 1.25% to 1.75%, depending on average excess availability.

Certain “FILO” denominated loans have margins equal to the Applicable Margins, plus an additional 1.00%. Loans denominated in currencies other than U.S. dollars are subject to customary interest rate conventions and indexes, but in each case, with the same Applicable Margins. In addition, the following fees are applicable under the ABL Revolving Credit Facility: (a) an unused line fee of 0.25% per annum on the unused portion of the commitments under the ABL Revolving Credit Facility, (b) letter of credit participation fees on the aggregate stated amount of each letter of credit equal to the SOFR Margin and (c) certain other customary fees and expenses of the lenders, letter of credit issuers and agents thereunder.

The Borrower and Co-Borrowers may voluntarily repay loans under the ABL Revolving Credit Facility, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty. The Borrower and Co-Borrowers are required to make prepayments under the ABL Revolving Credit Facility at any time when, and to the extent that, the aggregate amount of outstanding loans and letters of credit under the ABL Revolving Credit Facility exceeds the lesser of the then-applicable aggregate commitments and the then-applicable borrowing base. Subject to the satisfaction of certain customary conditions and the then-applicable borrowing base, any amounts repaid may be re-borrowed.

The Borrower’s and Co-Borrowers’ obligations under the ABL Revolving Credit Facility are guaranteed by the Guarantors (including certain Co-Borrowers as to the obligations of other Co-Borrowers) and, subject to certain exclusions, certain non-U.S. restricted subsidiaries of the Borrower (the “Foreign Guarantors”). No Foreign Guarantor guarantees the obligations of the Borrower or any Co-Borrower that is a U.S. subsidiary of the Borrower. Subject to certain exceptions, the obligations of the Borrower, Co-Borrowers, Guarantors and Foreign Guarantors under the ABL Revolving Credit Facility and related documents are secured by a lien on the Collateral and, subject to certain exceptions and exclusions, certain assets of the Co-Borrowers that are non-U.S. subsidiaries of the Borrower and certain assets of the Foreign Guarantors (collectively, the “Foreign Collateral”). None of the Foreign Collateral secures the obligations of the Borrower or any Co-Borrower that is a U.S. subsidiary of the Borrower.

The ABL Revolving Credit Facility contains customary representations and warranties, affirmative, reporting (including as to borrowing base-related matters) and negative covenants, and events of default. The negative covenants include, among other things, restrictions on (subject to certain exceptions) our ability to incur additional indebtedness; pay dividends or other payments on capital stock; guarantee other obligations; grant liens on assets; make loans, acquisitions or other investments; transfer or dispose of assets; make optional payments of, or otherwise modify, certain debt instruments; engage in transactions with affiliates; amend organizational documents; engage in mergers or consolidations; enter into arrangements that restrict certain of our subsidiaries’ ability to pay dividends; change the nature of the business conducted by Vertiv Group and its restricted subsidiaries; and designate our subsidiaries as unrestricted subsidiaries. Additionally, the activities which may be carried out by Holdings are subject to limitations. In addition, ABL Revolving Credit Facility requires the maintenance of a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the ABL Revolving Credit Facility) on any date when Global Availability (as defined in the ABL Revolving Credit Facility) is less than the greater of (a) 10.0% of the aggregate commitments and (b) $30.0 of at least 1.00 to 1.00, tested for the four fiscal quarter period ended on the last day of the most recently ended fiscal quarter for which financials have been delivered, and at the end of each succeeding fiscal quarter thereafter until the date on which Global Availability has exceeded the greater of (a) 10.0% of the aggregate commitments and (b) $30.0 for 30 consecutive calendar days. The Global availability of the ABL Revolving Credit Facility exceeds the minimum requirements for covenant compliance at December 31, 2022.

At December 31, 2022, Vertiv Group and the Co-Borrowers had $317.4 of availability under the ABL Revolving Credit Facility (subject to customary borrowing base and other conditions, and subject to separate sublimits for letters of credit, swingline borrowings and borrowings made to certain non-U.S. Co-Borrowers), net of letters of credit outstanding in the aggregate principal amount of $17.1, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility. 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%. At December 31, 2021, there were no borrowings outstanding under the ABL Revolving Credit Facility.

Senior Secured Notes due 2028

On October 22, 2021, the Borrower completed its offering of $850.0 aggregate principal amount of its Senior Secured Notes due 2028 (the “Notes”) in a private placement at par. The Notes 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. The Indenture governing the Notes contains customary representations and warranties, affirmative, reporting and negative covenants, and events of default. The negative covenants include, among other things, restrictions on the ability of the Borrower and certain subsidiaries to grant liens or security interests on assets, undertake mergers and consolidations, sell or otherwise transfer assets, pay dividends or make other distributions and restricted payments, incur indebtedness, make acquisitions, loans, advances or other investments, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates or change lines of business, in each case, subject to certain thresholds and exceptions.

(7) LEASES

The Company leases office space, warehouses, vehicles, and equipment. Leases have remaining lease terms of 1 year to 20 years, some of which have renewal and termination options. Termination options are exercisable at the Company’s option. Lease terms used to recognize right-of-use assets and lease liabilities include periods covered by options to extend the lease where the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. The majority of the Company’s leases are operating leases. Finance leases are immaterial to the Company's Consolidated Financial Statements.

The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All other operating leases are recorded on the balance sheet with a corresponding operating lease asset, net, representing the right to use the underlying asset for the lease term and the operating lease liabilities representing the obligation to make lease payments arising from the lease. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants.

Operating lease assets and operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate, adjusted for lease term and foreign currency, based on the information available at lease commencement date. Lease agreements with lease and non-lease components are generally accounted for as a single lease component. The Company’s operating lease expense is recognized on a straight-line basis over the lease term.

Refer to the below table for a summary of operating lease expenses:

			Year Ended December 31, 2022						Year Ended December 31, 2021
Operating lease cost			$	58.7					$	56.3
Short-term and variable lease cost			23.6						23.0
Total lease cost			$	82.3					$	79.3

Supplemental cash flow information related to operating leases is as follows:

			Year Ended December 31, 2022						Year Ended December 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows - payments on operating leases			$	57.9					$	55.6
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases			$	69.9					$	66.5

Supplemental balance sheet information(1) related to operating leases is as follows:

			Balance Sheet Location						December 31, 2022						December 31, 2021
Operating lease right-of-use assets			Other assets						$	166.4					$	152.9
Operating lease liabilities			Accrued expenses and other liabilities						$	45.2					$	42.1
Operating lease liabilities			Long-term lease liabilities						130.4						113.6
Total lease liabilities									$	175.6					$	155.7

(1) For the year ended December 31, 2021, $2.0, $0.6, and $1.4 of operating lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities, respectively, were associated with the Company’s acquisition of E&I.

Weighted average remaining lease terms and discount rates for operating leases are as follows:

			December 31, 2022						December 31, 2021
Weighted average remaining lease term			6.8 years						5.5 years
Weighted average discount rate			6.2		%				5.2		%

Maturities of lease liabilities at December 31, 2022 are as follows:

			December 31, 2022
			Operating Leases
2023			$	52.2
2024			41.5
2025			29.4
2026			20.3
2027			14.7
Thereafter			62.9
Total Lease Payments			221.0
Less: Imputed Interest			(45.4)
Present value of lease liabilities			$	175.6

(8) PENSION PLANS

Most of the Company’s employees participate in defined contribution plans, including 401(k), profit sharing, and other savings plans that provide retirement benefits.

Certain U.S. and non-U.S. employees participate in company-specific or statutorily required defined benefit plans. In general, the Company’s policy is to fund these plans based on legal requirements, required benefit payments, and other factors.

Net periodic pension expense and projected benefit obligations for the Company’s U.S defined benefit plans are not material for disclosure. Total defined contribution plan expense for the Company’s U.S plans was $11.9, $11.9, and $7.3 for the years ended December 31, 2022, 2021, and 2020, respectively.

Retirement plan expense for our non-U.S. plans includes the following components:

			Non-U.S. Plans
			December 31, 2022						December 31, 2021						December 31, 2020
Company defined benefit plans:
Service cost			$	2.9					$	3.5					$	3.1
Interest cost			2.4						2.0						2.1
Expected return on plan assets			(0.7)						(0.8)						(0.8)
Net amortization			0.3						0.6						0.4
Net periodic pension expense			4.9						5.3						4.8
Curtailment			—						(1.9)						—
Settlement			(0.1)						(0.1)						—
Defined contribution plans			2.6						3.5						2.1
Total			$	7.4					$	6.8					$	6.9

Details of the changes in the actuarial present value of the projected benefit obligation and the fair value of plan assets for our non-U.S. defined benefit pension plans follow:

			Non-U.S. Plans
			December 31, 2022						December 31, 2021
Projected benefit obligation, beginning			$	87.4					$	103.5
Service cost			2.9						3.5
Interest cost			2.4						2.0
Actuarial (gain) loss			(14.9)						(6.3)
Benefits paid			(1.5)						(2.6)
Participant contributions			0.2						0.3
Settlements			(0.2)						(2.2)
Curtailment			—						(2.5)
Plan Amendments			—						(0.4)
Acquisition/Divestiture			—						(1.3)
Foreign currency translation and other			(8.4)						(6.6)
Projected benefit obligation, ending			$	67.9					$	87.4
Fair value of plan assets, beginning			13.8						15.5
Actual return on plan assets			(0.1)						0.7
Employer contributions			2.7						2.6
Participants’ contributions			0.3						0.3
Benefits paid			(1.5)						(2.6)
Settlements			(0.2)						(2.2)
Foreign currency translation and other			(0.3)						(0.5)
Fair value of plan assets, ending			$	14.7					$	13.8
Net amount recognized in the balance sheet			$	(53.2)					$	(73.6)
Amounts recognized in the balance sheet:
Noncurrent asset			$	0.3					$	0.1
Current liability			(2.9)						(2.9)
Noncurrent liability			(50.6)						(70.8)
Net amount recognized in the balance sheet			$	(53.2)					$	(73.6)
Pretax accumulated other comprehensive (income) loss			$	(4.4)					$	10.3

As of December 31, 2022, non-U.S. plans were underfunded by $53.2. The non-U.S. status includes unfunded plans totaling $53.5. There are an insignificant amount of overfunded non-U.S. plans.

As of the plans’ December 31, 2022 and 2021 respective measurement dates, the total accumulated benefit obligation was $59.6 and $77.5, respectively. Also, as of the respective measurement dates, the total projected benefit obligation and accumulated benefit obligation were as follows:

			December 31, 2022						December 31, 2021
Projected benefit obligation			$	52.2					$	71.3
Accumulated benefit obligation			46.0						64.0

Future expected benefit payments are as follows:

						Non-U.S. Plans
2023						$	3.9
2024						3.6
2025						3.8
2026						4.0
2027						4.8
2028 through 2032						29.9
Total future expected benefit payments						$	50.0

The Company expects to contribute approximately $0.3 to its retirement plans in 2023. Company's defined benefit pension plan expense for 2023 is expected to be approximately $5.0, versus $4.9 in 2022.

The weighted-average assumptions used in the valuation of pension benefits are as follows:

						Non-U.S. Plans
						December 31, 2022						December 31, 2021
Net pension expense
Discount rate						2.96		%				2.04		%
Expected return on plan assets						5.12		%				5.23		%
Rate of compensation increase						3.83		%				3.41		%
Benefit obligations
Discount rate						5.29		%				2.96		%
Rate of compensation increase						4.03		%				3.83		%

Actuarial developed yield curves are used to determine discount rates. The expected return on plan assets assumption is determined by reviewing the investment returns of the plans for the past 10 years plus longer-term historical returns of an asset mix approximating the Company’s asset allocation targets, and periodically comparing these returns to expectations of investment advisors and actuaries to determine whether long-term future returns are expected to differ significantly from the past.

The Company’s non-U.S. Plan asset allocations at December 31, 2022 and 2021 follow:

			Non-U.S. Plans
			December 31, 2022						December 31, 2021
Equity securities			—		%				21		%
Debt securities			20		%				35		%
Insurance arrangements			1		%				3		%
Cash			38		%				2		%
Other			41		%				39		%
Total			100		%				100		%

The Company did not have any U.S Plan assets at December 31, 2022 or 2021.

The primary objective for the investment of plan assets is to secure participant retirement benefits while earning a reasonable rate of return. Plan assets are invested consistent with the principles of prudence and diversification with a long-term investment horizon. The strategy for plan assets is to minimize concentrations of risk by investing primarily in companies in a diversified mix of industries worldwide, while targeting neutrality in exposure to market capitalization levels, growth versus value profile, global versus regional markets, fund types and fund managers.

The approach for debt securities emphasizes investment-grade corporate and government debt with maturities matching a portion of the longer duration pension liabilities. Leveraging techniques are not used and the use of derivatives in any fund is limited and inconsequential.

The fair values of defined benefit plan assets, organized by asset class and by the fair value hierarchy of ASC 820 as outlined in “Note 1 - Summary of Significant Accounting Policies” follow:

			Level 1						Level 2						Level 3						Total						Percentage
December 31, 2022
Debt securities			$	—					$	3.0					$	—					$	3.0					20		%
Insurance arrangements			—						—						0.1						0.1						1		%
Cash			5.6						—						—						5.6						38		%
Other			—						3.3						2.7						6.0						41		%
Total			$	5.6					$	6.3					$	2.8					$	14.7					100		%
December 31, 2021
Equity securities			$	2.9					$	—					$	—					$	2.9					21		%
Debt securities			2.0						2.8						—						4.8						35		%
Insurance arrangements			—						—						0.4						0.4						3		%
Cash			0.3						—						—						0.3						2		%
Other			—						2.8						2.6						5.4						39		%
Total			$	5.2					$	5.6					$	3.0					$	13.8					100		%

Asset Classes

Global equities reflects companies domiciled in the U.S., including multi-national companies, as well as companies domiciled in developed nations outside the U.S. Corporate and government bonds represents investment-grade debt of issuers primarily outside the U.S. and insurance arrangements typically ensure no market losses or provide for a small minimum return guarantee and are primarily invested in bonds by the insurer. Other includes cash and general funds that invest primarily in equities, bank deposits and bonds with a guaranteed rate of return.

Fair Value Hierarchy Categories

Valuations of Level 1 assets for all classes are based on quoted closing market prices from the principal exchanges where the individual securities are traded. Cash is valued at cost, which approximates fair value. Equity securities categorized as Level 2 assets are primarily non-exchange traded commingled or collective funds where the underlying securities have observable prices available from active markets. Valuation is based on the net asset value of fund units held as derived from the fair value of the underlying assets. Debt securities categorized as Level 2 assets are generally valued based on independent broker/dealer bids or by comparison to other debt securities having similar durations, yields and credit ratings. Other Level 2 assets are valued based on a net asset value of fund units held, which is derived from either market-observed pricing for the underlying assets or broker/dealer quotation. U.S. equity securities classified as Level 3 are fund investments in private companies. Valuation techniques and inputs for these assets include discounted cash flow analysis, earnings multiple approaches, recent transactions, transfer restrictions, prevailing discount rates, volatilities, credit ratings and other factors. In the other class, interests in mixed assets funds are Level 2, and non-U.S. general fund investments and insurance arrangements are Level 3. The fair value of the insurance contracts is an estimate of the amount that would be received in an orderly sale to a market participant at the measurement date. The amount the plan would receive from the contract holder if the contracts were terminated is the primary input and is unobservable

Details of the changes in value for Level 3 assets are as follows:

			2022						2021
Level 3, beginning balance January 1,			$	3.0					$	2.9
Gains (losses) on assets held			(0.7)						(0.1)
Purchases, sales and settlements, net			0.5						0.2
Level 3, ending balance December 31,			$	2.8					$	3.0

(9) INCOME TAXES

The effective tax rate for continuing operations was 54.1%, 28.0%, and (28.6)%, for the years ended December 31, 2022, 2021, and 2020, respectively. The effective rate in the each period was primarily influenced by the mix of income between the Company’s U.S. and non-U.S. operations, favorable tax rates and incentives in non-U.S. jurisdictions, taxes accrued on unremitted earnings, withholding taxes on cross-border payments, changes in valuation allowance for U.S. federal and state and non-US purposes, the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act (“the Act”), the change in fair value of warrant liabilities, and changes in reserves for uncertain tax positions.

The GILTI provisions of the Act require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company has made the policy election to record any liability associated with GILTI in the period in which it is incurred.

Earnings (loss) before income taxes from continuing operations consists of the following:

			Year Ended December 31,
			2022						2021						2020
United States			$	(83.0)					$	(72.7)					$	(373.2)
Non-U.S. (1)			250.0						238.9						118.6
Total earnings (loss) before income taxes			$	167.0					$	166.2					$	(254.6)

(1)Certain of the Company’s Non-U.S. entities generate significant losses for which a valuation allowance is provided for and accordingly do not create a tax benefit.

The principal components of income tax expense (benefit) from continuing operations consists of the following:

			Year Ended December 31,
			2022						2021						2020
Current:
Federal			$	1.2					$	2.3					$	0.1
State and local			3.4						9.7						0.6
Non-U.S.			94.4						104.4						73.4
Deferred:
Federal			4.3						(25.0)						2.3
State and local			(1.5)						(4.7)						2.9
Non-U.S.			(11.4)						(40.1)						(6.6)
Income tax expense (benefit)			$	90.4					$	46.6					$	72.7

Reconciliation of U.S. federal statutory taxes to the Company’s total income tax expense (benefit) from continuing operations consists of the following:

			Year Ended December 31,
			2022						2021						2020
Taxes at U.S. statutory rate (21%)			$	35.1					$	34.9					$	(53.5)
State and local taxes, net of federal tax benefit			(0.5)						4.5						(4.9)
Non-U.S. rate differential			14.2						29.5						4.6
Non-U.S. tax holidays and incentives			(0.7)						(12.1)						(9.2)
Uncertain tax positions			7.5						33.7						16.4
U.S. tax impact of non-U.S. operations			6.5						(21.1)						12.8
Change in valuation allowances			33.6						(24.0)						82.1
Taxes on undistributed foreign earnings and withholding/ dividend taxes			17.1						14.2						9.8
Foreign derived intangible income			(1.1)						(15.9)						—
R&D deduction/ credit			(11.9)						(11.8)						(7.9)
Impact of non-tax litigation and other settlements			—						(8.5)						—
Change in fair value of warrant liabilities			(19.1)						13.0						30.2
Other permanent differences			(1.3)						7.2						4.2
Impact of rate changes in non-U.S. jurisdictions			8.9						(9.2)						(2.6)
Impact of transaction costs			(0.4)						6.0						(4.8)
Non-deductible compensation			2.1						0.9						0.7
Other (1)			0.4						5.3						(5.2)
Total income tax expense (benefit)			$	90.4					$	46.6					$	72.7

(1)Represents several adjustments, none of which are significant for separate disclosure.

The Company has tax holiday agreements in place in China, which expire in between 2022 and 2024. It is the Company’s intention to reapply for these holidays as they expire. We anticipate that we will continue to qualify for these holidays, but we will assess based on business conditions at the time of renewal.

As of December 31, 2022 and 2021 the Company has recognized $41.3 and $39.1, respectively, of net deferred income tax liabilities for U.S. income taxes, non-U.S. income taxes and foreign withholding taxes on outside basis differences for certain foreign subsidiaries with earnings that are not indefinitely reinvested.

The principal items that gave rise to deferred income tax assets and liabilities follow:

			December 31, 2022						December 31, 2021
Deferred tax assets
Net operating losses and capital losses			$	95.3					$	135.8
Capitalized research expenditures			84.7						49.1
Accrued liabilities			38.8						37.6
Employee compensation and benefits			13.7						11.2
Pensions			12.8						11.6
Business interest deduction limitation			78.4						69.2
Inventory			23.9						23.9
R&D credit carryforward			7.6						7.1
Lease liability			24.6						17.7
Bad debts			6.8						4.8
Foreign tax credit carryforward			21.1						8.4
Other			3.7						2.8
Total deferred tax assets, before valuation allowances			$	411.4					$	379.2
Valuation allowances			$	(250.4)					$	(241.6)
Deferred tax assets, net of valuation allowances			$	161.0					$	137.6
Deferred tax liabilities
Intangibles & Goodwill			(176.9)						(196.5)
Undistributed foreign earnings			(41.3)						(39.1)
Property, plant & equipment			(21.1)						(30.0)
Debt issuance costs			(27.8)						(4.7)
Lease Right of Use Asset			(22.5)						(16.8)
Other			(1.5)						(1.4)
Total deferred tax liabilities			$	(291.1)					$	(288.5)
Net deferred income tax liabilities			$	(130.1)					$	(150.9)

At December 31, 2022, the Company had federal net operating losses of $144.1, expiring at various times starting in 2036 with some losses having an unlimited carryforward period. At December 31, 2022, the gross amount of the Company’s state net operating losses was $747.2, expiring at various times between 2023 and 2042. At December 31, 2022, the Company had other federal tax credit carryforwards expiring between 2027 and 2042. At December 31, 2022, the Company had other state tax credit carryforwards expiring between 2029 and 2037.

The use of certain US tax attributes as of December 31, 2022 is subject to an annual limitation due to the change in ownership of our stock in February 2020 as described in “Note 1 - Summary of Significant Accounting Policies”. At this time, the tax attributes subject to the annual limitation have a valuation allowance recorded against them and therefore this annual limitation will not have a material impact on the Company. There can be no assurance that trading in our shares will not affect another change in ownership under the Internal Revenue Code which could impose an additional limit on the use of our tax attributes.

At December 31, 2022, the Company’s foreign net operating losses that are available to offset future taxable income were $202.6. These foreign loss carryforwards will expire at various times beginning in 2023 with some losses having an unlimited carryforward period.

At December 31, 2022, the Company’s foreign capital loss carryforwards were $62.9. The majority of foreign capital loss carryforwards will expire in 2024 with the remaining having an unlimited carryforward period.

Pursuant to the terms of the separation, Emerson agreed to indemnify the Company for all U.S. federal, state or local income taxes, as well as non-U.S. income taxes, that are attributable to any period prior to the separation. An indemnification receivable of $8.7 has been recorded in noncurrent other assets for the uncertain tax positions related to periods prior to the separation. The impact on the Company’s tax expense for changes in uncertain tax positions for periods prior to the separation (discussed below) will be offset by the Emerson indemnification, resulting in no net effect on the Company’s net income.

Pursuant to the terms of the E&I Acquisition, E&I agreed to indemnify the Company for certain non-U.S. income taxes, that are attributable to any period prior to the acquisition. An indemnification receivable of $3.4 has been recorded in noncurrent other assets for the uncertain tax positions related to periods prior to the acquisition. The impact on the Company’s tax expense for changes in uncertain tax positions for periods prior to the acquisition (discussed below) will be offset by the E&I indemnification, resulting in no net effect on the Company’s net income.

Following are changes in unrecognized tax benefits before considering recoverability of cross-jurisdictional tax credits (federal, state, and non-U.S.) and temporary differences. The amount of unrecognized tax benefits is not expected to significantly increase or decrease within the next 12 months.

			December 31, 2022						December 31, 2021						December 31, 2020
Beginning balance			$	98.6					$	70.0					$	52.6
Additions for the current year tax positions			11.9						25.1						13.2
Additions for prior year tax positions			—						22.8						8.1
Reductions for prior year tax positions			(11.9)						(10.2)						(1.5)
Reductions for settlements with tax authorities			—						(8.5)						—
Reductions for expirations of statute of limitations			(1.6)						(0.6)						(2.4)
Ending balance			$	97.0					$	98.6					$	70.0

The total amount of net unrecognized tax benefits that would affect income tax expense, if recognized in the Consolidated Financial Statements, is $89.8. In addition, an adjustment of $12.1 would result to other expense for reversal of the indemnification receivable. The Company accrues interest and penalties related to income taxes in income tax expense. As of December 31, 2022, 2021, and 2020, total accrued interest and penalties were $18.0, $15.2, and $12.4, respectively.

Eligible domestic subsidiaries file a consolidated U.S. Federal income tax return. Examinations by the U.S. Internal Revenue Service are complete through the date of separation with Emerson, with the limited exception of 2014. The status of state and non-U.S. tax examinations varies due to the numerous legal entities and jurisdictions in which the Company operates. As noted above, pursuant to the terms of the transactions, Emerson and E&I will indemnify the Company for certain tax assessments for periods prior to closing.

The change in the income tax valuation allowance is as follows:

			December 31, 2022						December 31, 2021						December 31, 2020
Beginning balance			$	241.6					$	282.6					$	205.7
Additions (reductions) charged to expense			33.6						(24.0)						82.1
Reductions charged to other accounts			(24.8)						(17.0)						(5.2)
Ending balance			$	250.4					$	241.6					$	282.6

(10) RELATED PARTY TRANSACTIONS

Services Agreement

Prior to the Business Combination, Vertiv received certain corporate and advisory services from Platinum Equity Advisors, LLC (“Advisors”), and affiliates of Advisors. These services were provided pursuant to a corporate advisory services agreement (the “CASA”) between Advisors and Vertiv. During the year ended December 31, 2020, the Company recorded $0.5 in charges related to the CASA. This agreement was terminated on February 7, 2020.

During the year ended December 31, 2020, the Company recorded $25.0 in charges relating to services performed in connection with the Business Combination. These charges were recorded as a reduction of the cash acquired from GSAH within additional paid-in capital.

During the year ended December 31, 2020, the Company recorded $5.5 of cash related to a true-up of merger consideration in connection with the business combination.

Transactions with Affiliates of Advisors

The Company also purchased and sold goods in the ordinary course of business with affiliates of Advisors. For the year ended December 31, 2022, 2021, and 2020 purchases were $137.0, $98.0, and $64.3, respectively. For the year ended December 31, 2022 and 2021 sales were $146.0 and $86.9, respectively. There were an insignificant amount of sales in 2020 with affiliates of Advisors. Accounts payable to affiliates of Advisors were $3.8 and $3.9, respectively, as of December 31, 2022 and 2021. Accounts receivable from affiliates of Advisors were $33.3 and $42.9, respectively, as of December 31, 2022 and 2021.

Tax Receivable Agreement

On December 31, 2021, the Company and an affiliate of 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 in cash in two equal installments. The first installment payment was scheduled to be on or before June 15, 2022 and the second payment was scheduled to be due on or before September 15, 2022. On June 15, 2022, the Company and the Vertiv Stockholder agreed to further amend the payment schedule under the Tax Receivable Agreement into three installment payments, wherein the first installment payment of $12.5 became due and was paid on June 15, 2022, the second installment of $12.5 became due and was paid on September 15, 2022, and the third installment of $75.0 became due and was paid on November 30, 2022. The Tax Receivable Agreement terminated on November 30, 2022 upon receipt of final payment.

For the years ended December 31, 2021 and 2020 the Company recorded $4.5 and $21.3 of accretion expense in “Interest expense, net”, respectively, in the Consolidated Statement of Earnings (Loss). An unrealized loss of $(3.2) was recorded in “Accumulated other comprehensive income” in the Consolidated Balance Sheet, related to the change in fair value of the tax receivable liability for the year ended December 31, 2021, respectively. Upon execution of the amended Tax Receivable Agreement on December 31, 2021, the Company reversed $4.1 previously recorded in “Accumulated other comprehensive income”, and recognized a gain of $59.2, recorded in “Gain on tax receivable agreement” in the Consolidated Statement of Earnings (Loss), for the difference between the amount accrued for this obligation in comparison to the amount at which the obligation will be settled.

(11) OTHER FINANCIAL INFORMATION

Items reported in earnings include the following:

			Year Ended December 31,
			2022						2021						2020
Research and development expense			$	282.0					$	266.4					$	228.6
Depreciation expense			72.0						69.1						60.3
Rent expense			78.8						76.6						78.6
Advertising expense			20.6						26.0						28.3

Items reported in accrued expenses and other liabilities include the following:

			December 31, 2022						December 31, 2021
Deferred revenue			$	309.4					$	238.9
Accrued payroll and other employee compensation			132.6						125.8
Restructuring (see Note 4)			15.4						34.0
Operating lease liabilities (see Note 7)			45.2						42.1
Contract liabilities			49.3						52.1
Product warranty (see Note 1)			25.6						30.0
Tax Receivable Agreement (see Note 10)			—						100.0
Other			294.9						330.5
Total			$	872.4					$	953.4

(12) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

In accordance with ASC 820, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following:

Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable

Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

Recurring fair value measurements

A summary of the Company’s financial instruments recognized at fair value, and the fair value measurements used, are as follows:

									As of December 31, 2022
			Balance Sheet Location						Total						Quoted prices in active markets for identical assets (Level 1)						Other observable inputs (Level 2)						Unobservable inputs (Level 3)
Assets:
Interest rate swaps			Other current assets						$	36.9					$	—					$	36.9					$	—
Interest rate swaps			Other noncurrent assets						73.3						—						73.3						—
Total assets									$	110.2					$	—					$	110.2					$	—
Liabilities:
Private warrants			Warrant liabilities						$	58.7					$	—					$	58.7					$	—
Total liabilities									$	58.7					$	—					$	58.7					$	—

									As of December 31, 2021
			Balance Sheet Location						Total						Quoted prices in active markets for identical assets (Level 1)						Other observable inputs (Level 2)						Unobservable inputs (Level 3)
Assets:
Interest rate swaps			Other noncurrent assets						$	16.1					$	—					$	16.1					$	—
Total assets									$	16.1					$	—					$	16.1					$	—
Liabilities:
Interest rate swaps			Accrued expenses and other liabilities						$	7.4					$	—					$	7.4					$	—
Contingent consideration			Accrued expenses and other liabilities						3.7						—						—						3.7
Private warrants			Warrant liabilities						149.6						—						149.6						—
Total liabilities									$	160.7					$	—					$	157.0					$	3.7

Contingent consideration — As of December 31, 2022 in conjunction with the E&I acquisition, the value of the contingent earnout was zero based on E&I’s EBITDA results for the year ended December 31, 2022. For the year ended December 31, 2022 the decrease in the fair value of contingent consideration of $3.7 is recorded in “Other operating expense (income)” on the Consolidated Statements of Earnings (Loss).

Interest rate swaps — From time to time the Company may enter into derivative financial instruments designed to hedge the variability in interest expense on floating rate debt. Derivatives are recognized as assets or liabilities in the Consolidated Balance Sheets at their fair value. When the derivative instrument qualifies as a cash flow hedge, changes in the fair value are deferred through other comprehensive income, depending on the nature and effectiveness of the offset.

The Company uses interest rate swaps to manage the interest rate mix of its total debt portfolio and related overall cost of borrowing. At December 31, 2022 and 2021, interest rate swap agreements designated as cash flow hedges effectively swapped a notional amount of $1,000.0 of LIBOR based floating rate debt for fixed rate debt. Our interest rate swaps mature in March 2027. The Company recognized $(2.4), $10.5, and $6.4 in earnings for the years ended December 31, 2022, 2021 and 2020, respectively, within “Other operating expense (income)” on the Consolidated Statement of Earnings (Loss).

At December 31, 2022, the Company expects that approximately $36.9 of pre-tax net gains on cash flow hedges will be reclassified from accumulated other comprehensive income (loss) into earnings during the next twelve months.

The interest rate swaps are valued using the LIBOR yield curves at the reporting date. Counterparties to these contracts are highly rated financial institutions. The fair values of the Company’s interest rate swaps are adjusted for nonperformance risk and creditworthiness of the counterparty through the Company’s credit valuation adjustment (“CVA”). The CVA is calculated at the counterparty level utilizing the fair value exposure at each payment date and applying a weighted probability of the appropriate survival and marginal default percentages.

Net investment hedge — During the years ended December 31, 2022 and 2021, the Company designated certain intercompany debt to hedge a portion of its investment in foreign subsidiaries and affiliates. Realized and unrealized translation adjustments from these hedges were $11.1 and $1.3 and are included in “Foreign currency translation” in the Consolidated Statements Comprehensive Income (Loss). As of December 31, 2022 and 2021, approximately $233.6 and $193.2 of the Company’s intercompany debt was designated to hedge investments in certain foreign subsidiaries and affiliates.

Private Warrants — The fair value of the Private Warrants is considered a Level 2 valuation and is determined using the Black-Sholes-Merton valuation model. The significant assumptions which the Company used in the model are:

Warrant valuation inputs						December 31, 2022						December 31, 2021
Stock price						$	13.66					$	24.97
Strike price						$	11.50					$	11.50
Remaining life						2.10						3.10
Volatility						56.0		%				34.2		%
Interest rate (1)						4.39		%				0.98		%
Dividend yield (2)						0.07		%				0.04		%

(1) Interest rate determined from a constant maturity treasury yield

(2) December 31, 2022 and 2021 dividend yield assumes $0.01 per share per annum.

Other fair value measurements

The Company determines the fair value of debt using Level 2 inputs based on quoted market prices. The following table presents the estimated fair value and carrying value of long-term debt, including the current portion of long-term debt as of December 31, 2022 and 2021.

			December 31, 2022												December 31, 2021
			Fair Value						Par Value (1)						Fair Value						Par Value (1)
Term Loan due 2027			$	2,062.4					$	2,139.8					$	2,148.2					$	2,161.7
Senior Secured Notes due 2028			726.1						850.0						853.2						850.0
ABL Revolving Credit Facility due 2025			235.0						235.0						—						—

(1)See “Note 6 — Debt” for additional information

(13) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Activity in accumulated other comprehensive income (loss) is as follows:

			Year Ended December 31,
			2022						2021						2020
Foreign currency translation, beginning			$	39.8					$	104.9					$	32.9
Other comprehensive income (loss)			(196.8)						(65.1)						72.0
Foreign currency translation, ending			(157.0)						39.8						104.9
Interest rate swaps, beginning			8.7						(32.8)						—
Unrealized gain (loss) deferred during the period(1)			101.5						41.5						(32.8)
Interest rate swaps, ending			110.2						8.7						(32.8)
Pension, beginning			(12.9)						(19.7)						(14.8)
Actuarial gain (loss), net of income taxes			13.5						6.8						(4.9)
Pension, ending			0.6						(12.9)						(19.7)
Tax receivable agreement, beginning			—						(0.9)						—
Unrealized gain (loss) during the period (2)			—						(3.2)						(0.9)
TRA settlement (3)			—						4.1						—
Tax receivable agreement, ending			—						—						(0.9)
Accumulated other comprehensive income (loss)			$	(46.2)					$	35.6					$	51.5

(1)During the year ended December 31, 2022, 2021, and 2020, $(2.4), $10.5, and $6.4 respectively, was reclassified into earnings.

(2)The fair value movement on the Tax Receivable Agreement attributable to our own credit risk spread is recorded in “Other comprehensive (loss) income (loss)” prior to amending the Tax Receivable Agreement.

(3)See “Note 10 - Related Party” for additional information.

(14) SEGMENT INFORMATION

Operating profit (loss) is the primary income measure used by the chief operating decision maker (“CODM”) to assess segment performance and make operating decisions. Segment performance is assessed exclusive of Corporate and other costs, foreign currency gain (loss), and amortization of intangibles. Corporate and other costs primarily include stock-based compensation, other incentive compensation, change in fair value of warrant liabilities, asset impairments, and costs that support centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, IT, Legal, and global product platform development and offering management.

The Company determines its reportable segments based on how operations are managed internally for the products and services sold to customers, including how the results are reviewed by the CODM, which includes determining resource allocation methodologies used for reportable segments. During 2021, we reorganized our internal reporting and realigned our operating segment structure to how our CODM, our Chief Executive Officer, allocates resources and makes decisions. The changes resulted in the identification of two new operating segments, 1) Greater China and 2) Australia & New Zealand, South East Asia and India (“ASI”) which previously were reported as our legacy Asia Pacific operating segment. Given the similarities of economic characteristics and other qualitative factors, we aggregate these operating segments.

In conjunction with the realignment, the Company concluded the new operating segments also comprised reporting units and the company tested goodwill for impairment for each reporting unit both immediately before and immediately after the business realignment. The Company allocated goodwill to the two new reporting units based on their relative fair value. The goodwill impairment tests under both the legacy and new reporting unit structures concluded that no impairment existed as of the date of the change.

The segment performance measure excludes corporate and other costs, as described herein. Intersegment selling prices approximate market prices. Summarized information about the Company’s results of operations by reportable business segment and product and service offering follows:

Americas includes products and services sold for applications within the data center, communication networks and commercial and industrial markets in North America and Latin America. This segment’s principal product and service offerings include:

• Critical infrastructure & solutions** includes AC and DC power management, thermal management, and integrated modular solutions.

• Integrated rack solutions** includes racks, rack power, rack power distribution, rack thermal systems, and configurable integrated solutions; and hardware for managing I.T. equipment.

• Services & spares** includes preventative maintenance, acceptance testing, engineering and consulting, performance assessments, remote monitoring, training, spare parts, and critical digital infrastructure software.

Asia Pacific includes products and services sold for applications within the data center, communication networks and commercial and industrial markets throughout Greater China, Australia & New Zealand, South East Asia, and India. Products and services offered are similar to the Americas segment.

Europe, Middle East & Africa includes products and services sold for applications within the data center, communication networks and commercial and industrial markets in Europe, Middle East & Africa. Products and services offered are similar to the Americas segment.

Reportable Business Segments

			Year Ended December 31,
Sales			2022						2021						2020
Americas			$	2,773.0					$	2,206.4					$	2,055.1
Asia Pacific			1,699.3						1,693.6						1,431.4
Europe, Middle East & Africa			1,556.8						1,267.4						1,009.7
			6,029.1						5,167.4						4,496.2
Eliminations			(337.6)						(169.3)						(125.6)
Total			$	5,691.5					$	4,998.1					$	4,370.6

			Year Ended December 31,
Operating profit (loss)			2022						2021						2020
Americas			$	426.1					$	441.2					$	497.0
Asia Pacific			274.4						253.4						197.1
Europe, Middle East & Africa			234.6						217.6						105.5
Total reportable segments			935.1						912.2						799.6
Foreign currency gain (loss)			(3.7)						(3.2)						(26.0)
Corporate and other			(492.2)						(504.8)						(431.4)
Total corporate, other and eliminations			(495.9)						(508.0)						(457.4)
Amortization of intangibles			(215.8)						(144.3)						(128.7)
Operating profit (loss)			$	223.4					$	259.9					$	213.5

Total Assets			December 31, 2022						December 31, 2021
Americas			$	3,128.5					$	2,706.2
Asia Pacific			1,323.1						1,345.4
Europe, Middle East & Africa			2,360.0						2,568.7
			6,811.6						6,620.3
Corporate and other			284.1						319.3
Total			$	7,095.7					$	6,939.6

			Year Ended December 31,
Intersegment sales			2022						2021						2020
Americas			$	44.4					$	19.0					$	14.5
Asia Pacific			98.0						84.6						63.0
Europe, Middle East & Africa			195.2						65.7						48.1
Total			$	337.6					$	169.3					$	125.6

			Year Ended December 31,
Depreciation and Amortization			2022						2021						2020
Americas			$	124.1					$	114.7					$	118.4
Asia Pacific			38.7						41.0						35.5
Europe, Middle East & Africa			108.9						42.9						24.8
Corporate and other			30.7						28.4						24.4
Total			$	302.4					$	227.0					$	203.1

			Year Ended December 31,
Capital Expenditures			2022						2021						2020
Americas			$	53.9					$	28.7					$	15.0
Asia Pacific			23.7						20.5						13.8
Europe, Middle East & Africa			17.8						18.3						12.4
Corporate and other			4.6						5.9						3.2
Total			$	100.0					$	73.4					$	44.4

			Year Ended December 31,
Sales by Destination			2022						2021						2020
United States and Canada			$	2,548.3					$	1,975.4					$	1,858.1
Europe			1,115.7						1,014.6						777.0
Asia			1,532.6						1,556.9						1,366.1
Latin America			308.2						264.0						180.6
Middle East/Africa			186.7						187.2						188.8
Total			$	5,691.5					$	4,998.1					$	4,370.6

Sales in the U.S. were $2,430.6, $1,874.9, and $1,762.4 for the years ended December 31, 2022, 2021, and 2020, respectively, while sales in China were $746.3, $862.7, and $778.5, respectively.

(15) STOCK-BASED COMPENSATION PLANS

The Company’s stock incentive plan permits the granting of incentive stock options or nonqualified stock options; stock appreciation rights; performance awards, which may be cash-or share-based; restricted stock units; restricted stock; and other stock-based awards. We measure and record compensation expense based on the fair value of the Company's common stock on the date of grant for restricted stock and restricted stock units ("RSUs") and the grant date fair value, determined utilizing the Black-Scholes formula, for stock options. We record compensation cost for service-based awards, including graded-vesting awards, on a straight-line basis over the entire vesting period, or for retirement eligible employees over the requisite service period. We account for the forfeiture of awards as they occur.

There were no equity compensation plans authorized by GSAH as of December 31, 2019. In connection with the Business Combination, GSAH’s Board adopted the Vertiv Holdings Co 2020 Stock Incentive Plan (the “2020 Plan”), on December 9, 2019 which was approved by GSAH’s stockholders on February 6, 2020, immediately preceding the Business Combination. Under the 2020 Plan, a total aggregate of 33.5 million share awards issuable were authorized and reserved for issuance for the purpose of better motivating our employees, consultants and directors to achieve superior performance measured by both our key financial and operating metrics as well as relative stock price appreciation. The 2020 Plan is administered by the Compensation Committee of our Board and permits the granting of incentive stock options or nonqualified stock options; stock appreciation rights; performance awards, which may be cash-or share-based; restricted stock units; restricted stock; and other stock-based awards. Beginning with the first business day of each calendar year beginning in 2021, the number of shares will increase by the least of (a) 10.5 million shares, (b) 3% of the number of shares outstanding as of the last day of the immediately preceding calendar year, or (c) a lesser number of shares determined by the Compensation Committee.

Stock options

Stock options are generally granted to certain employees and directors to purchase common shares at an exercise price equal to the market price of the Company’s stock at the date of the grant. Option awards generally vest 25% per year over 4 years of continuous service and have 10-year contractual terms.

The Company uses a Black-Scholes option pricing model to estimate the fair value of stock options. The principal significant assumptions utilized in valuing stock options include the expected stock price volatility (based on the most recent historical period equal to the expected life of the option); the expected option life (an estimate based on historical experience); the expected dividend yield; and the risk-free interest rate (an estimate based on the yield of United States Treasury zero coupon with a maturity equal to the expected life of the option). Because the Company only recently became publicly traded, we do not have sufficient historical information on which to base expected volatility. As such, our volatility assumption is based on the historical and implied volatility of similar public companies, which were identified considering factors such as industry, stage of life cycle, size, and financial leverage. Because the Company does not have a history of granting stock options, we do not have historical option exercise experience upon which we can estimate the expected term. As such, we estimate the expected term using the average of the vesting period and the contractual period of the award.

A summary of the weighted average assumptions used in determining the fair value of stock options follows:

			Year Ended December 31,
			2022						2021						2020
Expected volatility			37.31		%				30.47		%				27.00		%
Expected option life in years			6.25						6.25						6.25
Expected dividend yield			0.08		%				0.08		%				0.08		%
Risk-free interest rate			2.31		%				0.86		%				1.17		%
Weighted-average fair value of stock options			$	5.04					$	6.53					$	3.82

A summary of the 2022 stock option activity follows:

			Options						Weighted-average exercise price per option						Weighted-average remaining contractual life in years						Aggregate intrinsic value (1)
Outstanding at January 1, 2022			8,362,716						$	14.56
Granted			4,986,946						12.61
Exercised			(264,552)						11.82
Forfeited and canceled			(2,472,300)						15.92
Outstanding at December 31, 2022			10,612,810						$	13.40					7.30						$	16.0
Exercisable at December 31, 2022			3,009,216						$	13.62					6.05						$	4.6

(1)The aggregate intrinsic value in the table above represents the difference between the Company’s stock price on the last trading day of 2022 and the exercise price of each in-the-money option on the last day of the period presented.

For the years ended December 31, 2022, 2021, and 2020 total compensation expense relating to stock options was $15.3, $9.3, and $5.6, respectively. As of December 31, 2022, there was $24.2 of total unrecognized compensation cost related to unvested options. That cost is expected to be recognized over a weighted-average period of 2.45 years.

Restricted stock units

RSUs have been issued to certain employees and directors as of December 31, 2022 and entitle the holder to receive one common share for each RSU upon vesting. RSU shares are accounted for at fair value based upon the closing stock price on the date of grant. The corresponding expense is amortized over the vesting period, generally over seven years. A summary of the 2022 RSU activity follows:

			Restricted stock units						Weighted-average fair value per unit
Outstanding at January 1, 2022			3,657,389						$	14.54
Granted			1,196,271						15.39
Vested			(891,168)						12.16
Forfeited and canceled			(923,709)						15.01
Outstanding at December 31, 2022			3,038,783						$	15.43

For the year ended December 31, 2022, 2021 and 2020 total compensation expense relating to RSUs was $9.2 and $13.9, and $7.4, respectively. As of December 31, 2022, there was $35.5 of total unrecognized compensation cost related to unvested RSUs. That cost is expected to be recognized over a weighted-average period of 4.10 years.

Performance awards

On November 18, 2022, the Company granted long-term performance awards as a part of its 2020 stock incentive plan to certain executive officers. The performance awards are contingent upon the Company meeting internal company-based metrics, and to the extent earned will be settled in RSUs that must be held until January 1, 2027 to vest into shares of the Company’s common stock.

The performance awards vest after a four-year period and are based on achieving a company-based metric in fiscal year 2023, 2024 and 2025, respectively. To the extent awards are earned based on achieving a company-based metric, the dollar value will convert into RSUs. The RSUs, to the extent earned, vest on January 1, 2027 as shares of the Company’s common stock. The amount of stock distributed will vary based on the company-based metric achieved in each fiscal year and the future price of the shares.

The fair value for all internal company-based metric performance awards is monitored quarterly and if it becomes probable that such goals will not be achieved or will be exceeded, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. For the year ended December 31, 2022, total compensation expense relating to the performance awards was $0.2.

(16) EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) adjusted for the gain on fair value of warrant liability, if the warrants are in-the-money and the impact is dilutive, by the weighted-average number of common shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive equity-based compensation and warrants.

The details of the earnings per share calculations for the years ended December 31, 2022, 2021, and 2020 are as follows:

						Year Ended December 31,
(in millions, except per share and per share amounts)						2022						2021						2020(1)
Basic earnings (loss) per share computation:
Net income (loss)						$	76.6					$	119.6					$	(327.3)
Weighted-average number of shares outstanding - basic						376,730,519						355,544,632						307,076,397
Basic earnings per share						$	0.20					$	0.34					$	(1.07)
Diluted earnings (loss) per share computation:
Net income (loss)						$	76.6					$	119.6					$	(327.3)
Gain on fair value of warrant liabilities						(90.9)						—						—
Net income (loss) adjusted for the gain on fair value of warrant liabilities						$	(14.3)					$	119.6					$	(327.3)
Weighted-average number of shares outstanding - basic						376,730,519						355,544,632						307,076,397
Dilutive effect of private warrants						1,493,532						—						—
Dilutive effect of equity-based compensation						—						4,595,691						—
Weighted-average number of shares outstanding - diluted						378,224,051						360,140,323						307,076,397
Diluted earnings (loss) per share						$	(0.04)					$	0.33					$	(1.07)

(1)The Business Combination was accounted for as a reverse capitalization in accordance with U.S. GAAP. See “Description of the Business” in “Note 1 - Summary of Significant Accounting Policies.” Accordingly, weighted-average shares outstanding for purposes of the earnings per share calculation have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (1.0 Vertiv Holdings share to 118.261955 Vertiv Holdings Co shares).

The dilutive effect of warrants was 1.5 million shares for the year ended December 31, 2022. Additional stock awards represented 15.8 million shares were also outstanding during the year ended December 31, 2022, but were not included in the computation of diluted earnings per common share because the effect would be anti-dilutive.

The dilutive effect of stock awards was 4.6 million shares for the year ended December 31, 2021. Additional stock awards and warrants were also outstanding during the year ended December 31, 2021, but were not included in the computation of diluted earnings per common share because the effect would be anti-dilutive. Such anti-dilutive stock awards and warrants represented 2.3 million and 5.7 million shares for the year ended December 31, 2021, respectively.

The dilutive effect of stock awards was zero for the year ended December 31, 2020. Additional stock awards and warrants were also outstanding during the year ended December 31, 2020, but were not included in the computation of diluted earnings per common share because the effect would be anti-dilutive. Such anti-dilutive stock awards and warrants represented 6.7 million and 25.0 million shares for the year ended December 31, 2020, respectively.

In December of 2020, the Company announced its plans to redeem for cash all of its outstanding Public Warrants to purchase shares of Vertiv’s Class A common shares. During 2020, $156.5 of cash was generated from the exercise of 13.6 million Public Warrants.

In January of 2021, 9.3 million Public Warrants were exercised which generated cash proceeds of $107.5 in connection with Vertiv’s notice of redemption to redeem for cash all of its outstanding Public Warrants to purchase shares of Class A common stock. Public Warrants that remained exercised at 5 p.m. New York City time on January 18, 2021 were no longer exercisable, and the registered holders of such unexercised Public Warrants were entitled to receive the redemption price of $0.01 per Warrant.

(17) COMMITMENTS AND CONTINGENCIES

The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability and other matters. The Company accrues for such liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Accruals are based on developments to date; management’s estimates of the outcomes of these matters; the Company’s experience in contesting, litigating and settling similar matters; and any related insurance coverage. While the Company believes that a material adverse impact is unlikely, given the inherent uncertainty of litigation, a future development in these matters could have a material adverse impact on the Company. The Company is unable to estimate any additional loss or range of loss that may result from the ultimate resolution of these matters, other than those described below.

On December 28, 2017, Vertiv acquired Energy Labs, Inc. (“Energy Labs”). The purchase agreement contained a provision for contingent consideration in the form of an earn-out payment based on the achievement of 2018 operating results. The range of payment outcomes was zero to $34.5. On June 4, 2019, Vertiv notified the selling stockholders of Energy Labs of Vertiv’s determination that the applicable 2018 operating results had not been achieved and that no contingent consideration was due to the selling stockholders. On September 6, 2019, the selling stockholders of Energy Labs notified Vertiv of their dispute regarding the contingent consideration allegedly due to them. The selling stockholders assert that the applicable 2018 operating results were exceeded and that Vertiv owes $34.5 in earn-out, the highest amount of earn-out possible under the agreement. On December 21, 2021, the parties agreed to a settlement term sheet, which includes, among other terms, the following: the Company agreed to pay $21.5 to the selling stockholders of Energy Labs; a full and complete waiver, release and discharge of all claims and liabilities; and a dismissal of the pending lawsuit. The parties executed a Settlement Agreement on December 30, 2021 consistent with the aforementioned terms. On January 12, 2022, the Company paid the agreed upon settlement of $21.5.

On August 3, 2021, an American Arbitration Association arbitration hearing commenced with respect to a 2018 claim filed by Vertiv against SVO Building One, LLC (“SVO”) alleging damages of approximately $12.0 with respect to (i) unremitted payment for work and materials in connection with, the design, engineering, procurement, installation, construction, and commissioning of a data center located in Sacramento, California and (ii) damages and injunctive relief relating to SVO’s unauthorized use of Vertiv’s intellectual property and work product. SVO filed a counterclaim in 2018 alleging damages of approximately $18.0 relating to (i) allegations that Vertiv was not a duly licensed contractor at all times during the project in violation of California’s contractor license regulations, (ii) breach of warranty, and (iii) gross negligence. On September 3, 2021, the arbitrator issued an interim phase one ruling finding (1) that Vertiv was in violation of California contractor license regulations and was barred from recovery of approximately $9.0 for work performed and equipment delivered in connection with the project, as well as requiring disgorgement plus interest of $10.0, (2) SVO was not in violation of California’s contractor license regulations, and (3) Vertiv and SVO agreed to a traditional baseball arbitration provision under the terms and conditions for the project, wherein each party is required to submit a proposed final award to the arbitrator for consideration, and the arbitrator is required to select one of the proposed awards submitted by the parties as the final award in the arbitration and is prohibited from issuing an alternative award. On December 31, 2021, the parties entered into a settlement agreement on ordinary and customary terms, settling all of the disputes between them. As of December 31, 2022 and December 31, 2021, the settlement was recorded in “Accrued expenses and other liabilities” on the Consolidated Statement of Earnings (Loss).

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 the Company’s 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 the Company’s 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 the Company believes it has meritorious defenses against the plaintiffs’ claims, the Company is unable at this time to predict the outcome of this dispute or the amount of any cost associated with its resolution.

At December 31, 2022, other than as described above, there were no known contingent liabilities (including guarantees, taxes and other claims) that management believes were or will be material in relation to the Company’s Consolidated Financial Statements, nor were there any material commitments outside the normal course of business.

(18) SUBSEQUENT EVENT

Exercise of Private Warrants

As previously disclosed, in connection with the initial public offering of our predecessor, GS Acquisition Holdings Corp. (“GSAH”), GSAH issued to our sponsor certain warrants, each exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share. On February 24, 2023, GS Sponsor LLC elected to exercise 5,266,666 warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company will issue 1,368,194 shares of Class A common stock. The shares issued pursuant to such exercise have been registered pursuant to a registration statement on Form S-3 previously filed with the SEC.