Vertiv Holdings (VRT) 10-K risk factor changes: FY2023 vs FY2022

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] Vertiv’s estimated combined order backlog was [removed: $4,754.4] [added: $5,526.7] and [removed: $3,191.0,] [added: $4,754.4,] respectively.

The [removed: vast] majority of our combined backlog is considered firm and expected to be delivered within one year.

If customers terminate, reduce or defer firm orders, [removed: whether due to fluctuations in their business needs or purchasing budgets or other reasons, our sales will be adversely affected and we may not realize] the revenue we expect to generate from our backlog or, if realized, may not [removed: result in profitable revenue.][added: be fully realized.]

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

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

Accordingly, these customers often require more favorable terms and conditions in [added: their] contracts [removed: from suppliers including] [added: with] us.

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

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

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

These [added: fulfillment] risks include but are not limited to:

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

In accordance with industry practice, for [added: certain] project opportunities we are required to provide guarantees, including bid-bonds, advance payment and performance guarantees.

We are subject to [added: various] changes in costs of [removed: production due to factors] [added: production, including some that are] beyond our control, the impacts of which may be exacerbated if we fail to properly manage our supply chain and inventory.

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

We believe that our future success will depend in part upon our ability to anticipate technology [removed: shifts] [added: shifts, such as the growth in artificial intelligence,] and to enhance and develop new products and services that meet or anticipate such technology changes.

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

We rely on our information systems and [removed: the information systems of a variety] [added: those] of third parties for processing customer orders, shipping products, billing our customers, tracking inventory, supporting finance and accounting functions, financial statement preparation, payroll services, benefit administration and other general aspects of our business.

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

Any such attack or breach could compromise such information systems, resulting in fraud, ransom attack or theft of [added: our, or our customers',] proprietary or sensitive information which could be accessed, publicly disclosed, misused, stolen or lost.

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

In addition, the products we produce or elements of such products that we procure from third parties may contain defects, vulnerabilities, or weaknesses in design, architecture or manufacture, which could lead to system security vulnerabilities in our products and compromise the network security of our [removed: customers If an actual or perceived breach of network security occurs, regardless of whether the breach is attributable to our products or services, the market perception of the effectiveness of our products or services could be harmed*.*][added: customers.]

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

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

Defects could expose us to product warranty claims, including substantial expense for the recall and repair or replacement of a product or component, and product liability claims, including liability for personal injury or property [removed: damage.]

As of December 31, [removed: 2022,] [added: 2023,] we employed approximately 27,000 people globally and had manufacturing facilities in the Americas, Asia Pacific and Europe, Middle East & Africa.

We generate substantial revenue outside of the [removed: US] [added: US, including sales in emerging markets,] and expect that foreign revenue will continue to represent a significant portion of our total revenues.

- changes or [removed: ongoing] instability in a [removed: country’s or] region’s economic or political conditions, including [removed: inflation, recession, interest rate fluctuations and] actual or anticipated military or political conflicts, [removed: which] could make it difficult for us to anticipate future business conditions, cause [removed: delays in the placement of orders,] [added: operational delays,] complicate [removed: our dealings with governments regarding permits] [added: permitting] and other regulatory matters and make our customers less willing to make cross-border investments;

- trade regulations, tariffs, boycotts and embargoes, [removed: including policies adopted by countries that may favor domestic companies and technologies over foreign competitors,] which could impair our ability to obtain materials necessary to fulfill contracts, pursue business or establish operations in such countries;

Whether we realize the anticipated benefits from such activities depends, in part, upon the successful integration between the [added: businesses involved, the performance and development of the underlying products, capabilities or technologies, our correct assessment of assumed liabilities and the management of the operations.]

Our ability to realize the expected synergies and benefits of the Acquisition include, among other things, our ability to complete the timely integration of operations and systems, organizations, standards, controls, procedures, policies and technologies, as well as the harmonization of differences in the business cultures of us and E&I, our ability to minimize the diversion of management attention from ongoing business concerns during the integration process, our ability to retain the service of key management and other key personnel, our ability to [removed: preserve] [added: maintain] customer, supplier and other important relationships and resolve potential conflicts that may arise, the risk that certain customers and suppliers will opt to discontinue business with the combined business or exercise their right to terminate their [removed: agreements as a result of the Acquisition pursuant to change of control provisions in their agreements or otherwise,] [added: agreements,] the risk that E&I may have liabilities that we failed to or were unable to discover or were unable to quantify in the course of performing due diligence and we may not be indemnified for any of these liabilities, difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination; and difficulties in managing the expanded operations of a significantly larger and more complex combined business.

With any [removed: acquisition,] [added: acquisition or divestiture,] we may encounter unexpected [removed: integration-related] [added: integration or divestiture-related] costs, fail to realize all the benefits anticipated or be subject to other factors that adversely affect preliminary estimates.

In addition, even if the operations of the two businesses are integrated [added: or divested] successfully, the full benefits of the acquisition [added: or divestiture] may not be realized, including the synergies, cost savings or sales or growth opportunities that we expect.

The occurrence of any of these events, individually or in combination, could have a material adverse effect on the combined [added: or remaining] business’s financial condition and operating results.

Additionally, achieving benefits of any acquisition [added: or divestiture] may require certain related one-time costs, charges and expenses, which may be material and have not yet been quantified.

We expect to incur significant, non-recurring costs in connection with consummating [removed: acquisitions,] [added: acquisitions or divestitures,] combining the operations of target companies [added: or separating the operations of divested businesses,] and achieving desired [removed: synergies.][added: synergies and cost savings.]

Our operations depend on production [added: facilities, including the expansion of existing] facilities [added: and opening of new facilities,] throughout the world, which subjects us to varying degrees of risk of disrupted production.

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

Any such disruption could cause delays in [added: the manufacture and/or] shipments of [removed: products] [added: products, performance of services,] and the loss of sales and customers, and insurance proceeds may not adequately compensate for losses.

The invasion [added: of Ukraine] by Russia [added: in February 2022] and resulting sanctions have had a broad range of adverse impacts on global business and financial markets, some of which have had and may continue to have adverse impacts on our business.

Although the duration and extent of the ongoing military conflict is highly unpredictable, and the magnitude of the potential economic impact is currently unknown, Russian military actions and resulting sanctions could have a negative effect on [added: our financial condition and operating results.]

For example, if industry consolidation results in there being fewer customers, the loss of

In the past few years, we experienced significant increases in material, freight and labor costs.

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

The manner in which a customer implements or operates the products they purchase from us may be contrary to information security or cybersecurity industry best practices or manuals regarding use.

Such implementation or improper use may lead to a cybersecurity breach and, regardless of whether the breach is attributable to our products or services, the market perception of the effectiveness of our products or services could be harmed.

and transfer information, recognize revenue, file securities, governance and compliance reports in a timely manner or otherwise run our business.

We are regularly subject to audits by tax authorities.

Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals.

Economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes more difficult and may lead to unpredictability in our tax estimates.

The results of an audit or litigation could adversely affect our financial statements in the period or periods for which that determination is made and may have negative impacts on future periods as well.

Additionally, actions brought by such foreign taxing authorities could impact our licenses, permits, or certifications in that jurisdiction, which could affect our ability to operate in that jurisdiction.

If we lost our ability to operate in jurisdictions, especially those where we have manufacturing facilities, our results of operations and financial performance could be materially impacted.

damage.

The global scope of our operations, especially in emerging markets, poses specific risks and challenges with respect to operations, compliance with laws and enforcement of consistent company-wide standards and procedures.

We operate manufacturing facilities worldwide and continue to expand and open new facilities in different locales.

violation.

The existence of many patents in our fields, the secrecy of some pending patent applications, and the rapid rate of issuance of

At sites which we own, lease or operate, or have

We also have the ability to draw upon the uncommitted accordion provided under the Term Loan Facility (subject to the receipt of commitments and satisfaction of certain other conditions), which, as of the date of closing of the Term Loan Facility, permitted incremental term loans thereunder or certain equivalent debt outside of the Term Loan Facility documentation of up to (i) the greater of $325.0 and 60% of “Consolidated EBITDA” (as defined in the Term Loan Facility), plus (ii) the sum

Any decline in the ratings of our corporate credit or any indications from the rating agencies that their ratings on our

More generally, we do not believe that our backlog estimates as of any date are indicative of revenues for any future period.

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

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

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

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

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

Our global operations subject us to income and other taxes in the U.S. and numerous foreign jurisdictions.

The global scope of our operations could impair our ability to react quickly to changing business and market conditions and enforce compliance with company-wide standards and procedures.

Our sales and operations in emerging markets exposes us to economic and political risks.

We generate a significant portion of our revenue from sales in emerging markets.

businesses involved, the performance and development of the underlying products, capabilities or technologies, our correct assessment of assumed liabilities and the management of the operations.

We operate manufacturing facilities worldwide.

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

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

our financial condition and operating results.

Failure to

Incurring additional debt could further intensify the risks described above.

and secured on a junior basis with the Term Loan Facility or unsecured, the *“*consolidated total net leverage ratio” (as defined in the Term Loan Facility) of Vertiv Group) (as defined herein) and its restricted subsidiaries would not exceed, subject to certain exceptions, 5.25:1.00.

In addition, the continuing ramifications of the global COVID-19 pandemic, including the emergence of new variants of the virus, continue to generate a level of disruption and volatility in global markets.

This disruption and volatility has adversely affected, and could continue to adversely affect, our business, results of operations, financial position, cash flows and liquidity.

Such effects may be material and may include, but are not limited to:

- disruptions in our supply chain due to transportation delays, travel restrictions and closures of businesses or facilities;

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

- volatility in the global financial markets, which could have a negative impact on our ability to access capital and additional sources of financing in the future.

As previously disclosed, our prior Chief Executive Officer retired effective December 31, 2022, for health reasons, and Giordano Albertazzi replaced him as Chief Executive Officer effective January 1, 2023.

Although the Company has taken several steps to facilitate an effective succession plan and reduce the challenges associated with a transition of this type, including the inclusion of a post-employment consulting agreement with Mr. Johnson, any failure to ensure effective transfer of knowledge and a smooth transition could disrupt or adversely affect our business, results of operations, financial condition, and prospects.

The phase-out of LIBOR could affect interest rates for our variable rate debt and interest rate swap agreements.

LIBOR is used as a reference rate for our variable rate debt under the Term Loan Facility and for our interest rate swap agreements.

If interest rates increase as a result of the LIBOR phase-out, our debt service obligations on our Term Loan Facility (to the extent of the debt outstanding thereunder, and unless otherwise interest rate hedges) will increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease.

As announced in July 2017 by the U.K. Financial Conduct Authority (“UKFCA”), the UKFCA no longer compels or persuades participating banks to submit LIBOR quotations and has phased out LIBOR as a benchmark as of December 31, 2021.

More recently, on March 5, 2021, the ICE Benchmark Administration (“IBA”) published a feedback statement on its prior December 2020 consultation regarding its intention to cease publication of most tenors of USD LIBOR after June 30, 2023.

The extension does not apply to the rate's other denominations - euro, sterling, Swiss franc and Japanese yen.

Despite the extension, U.S. banking regulators have advised that most USD LIBOR originations should end by no later than December 31, 2021, and that new LIBOR originations prior to that date must provide for an alternative reference rate or a hardwired fallback.

In accordance with the formal recommendation of the Alternative Reference Rates Committee (“ARRC”) issued on July 29, 2021, USD LIBOR is expected to be replaced with the Secured Overnight Financing Rate (“SOFR”), a new index calculated on a daily basis by reference to short-term repurchase agreements for U.S. Treasury securities.

Although there have been certain issuances utilizing SOFR or the Sterling Over Night Index Average, an alternative reference rate that is based on transactions, it is unknown whether SOFR or any other alternative reference rates will attain market acceptance as replacements for LIBOR.

The International Swaps and Derivatives Association, Inc. (“ISDA”) previously announced fallback language for USD LIBOR-referencing derivatives contracts that provides for SOFR as the primary replacement rate for USD LIBOR.

Although the Term Loan Facility provides a mechanism for determining a benchmark replacement index, such replacement may not be able to be implemented prior to LIBOR

becoming unavailable, which may require us to borrow at the base rate (as described in the Term Loan Facility), which may not be as favorable as LIBOR, and, if a benchmark replacement is implemented in accordance with the mechanisms in the Term Loan Facility, such replacement may not be as favorable as LIBOR.

In either case, the interest rates on our variable rate debt under the Term Loan Facility may change.

*We have omitted the discussion on our results of operations for the year ended December 31, [removed: 2020] [added: 2021] which discussion was previously included in Item 7 of our [removed: 2021] [added: 2022] Annual Report on Form 10-K, filed with the SEC on [removed: March 1, 2022.*][added: February 27, 2023.*]

We [added: primarily] provide this technology to data centers, communication networks and commercial & industrial environments worldwide.

Below is a summary of selected key [removed: operational] developments affecting our business in [removed: 2022:][added: 2023:]

Year ended December 31, [removed: 2022] [added: 2023] compared to year ended December 31, [removed: 2021][added: 2022]

| *(Dollars in millions)* | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | $ Change | | | | | | % Change | | |

| Selling, general and administrative expenses | | | [removed: 1,178.3] [added: 1,312.3] | | | | | | [removed: 1,109.0] [added: 1,178.3] | | | | | | [removed: 69.3] [added: 134.0] | | | | | | [removed: 6.2] [added: 11.4] | | % |

| Foreign currency (gain) loss, net | | | [removed: 3.7] [added: 16.0] | | | | | | [removed: 3.2] [added: 3.7] | | | | | | [removed: 0.5] [added: 12.3] | | | | | | [removed: 15.6] [added: 332.4] | | % |

| Other operating expense (income) | | | [removed: (5.8)] [added: (9.9)] | | | | | | [removed: (3.8)] [added: (5.8)] | | | | | | [removed: (2.0)] [added: (4.1)] | | | | | | [removed: 52.6] [added: 70.7] | | % |

| Operating profit (loss) | | | [removed: 223.4] [added: 872.2] | | | | | | [removed: 259.9] [added: 223.4] | | | | | | [removed: (36.5)] [added: 648.8] | | | | | | [removed: (14.0)] [added: 290.4] | | % |

| Interest expense, net | | | [removed: 147.3] [added: 180.1] | | | | | | [removed: 90.6] [added: 147.3] | | | | | | [removed: 56.7] [added: 32.8] | | | | | | [removed: 62.6] [added: 22.3] | | % |

| Loss on extinguishment of debt | | | [removed: —] [added: 0.5] | | | | | | [removed: 0.4] [added: —] | | | | | | [removed: (0.4)] [added: 0.5] | | | | | | [removed: (100.0)] [added: 100.0] | | % |

| Change in fair value of warrant liabilities | | | [removed: (90.9)] [added: 157.9] | | | | | | [removed: 61.9] [added: (90.9)] | | | | | | [removed: (152.8)] [added: 248.8] | | | | | | [removed: (246.8)] [added: (273.7)] | | % |

| Income tax expense | | | [removed: 90.4] [added: 73.5] | | | | | | [removed: 46.6] [added: 90.4] | | | | | | [removed: 43.8] [added: (16.9)] | | | | | | [removed: 94.0] [added: (18.7)] | | % |

| Net income (loss) | | | $ | [removed: 76.6] [added: 460.2] | | | | | $ | [removed: 119.6] [added: 76.6] | | | | | $ | [removed: (43.0)] [added: 383.6] | | | | | [removed: (36.0)] [added: 500.8] | | % |

Net sales were [removed: $5,691.5] [added: $6,863.2] in [removed: 2022,] [added: 2023,] an increase of [removed: $693.4,] [added: $1,171.7,] or [removed: 13.9%,] [added: 20.6%,] compared with [removed: $4,998.1] [added: $5,691.5] in [removed: 2021.][added: 2022.]

By product offering, critical infrastructure & solutions sales increased [removed: $574.9, including the] [added: $973.8, which included] negative impacts from foreign currency of [removed: $158.5.][added: $22.5.]

Services & spares sales increased [removed: $41.9,] [added: $111.4,] including the negative impacts from foreign currency of [removed: $62.9.][added: $15.1.]

Integrated rack solutions sales increased [removed: $76.6,] [added: $86.5,] including the negative impacts from foreign currency of [removed: $30.4.][added: $6.1.]

Excluding intercompany sales, net sales were [removed: $2,728.6] [added: $3,844.5] in the Americas, [removed: $1,601.3] [added: $1,527.8] in Asia Pacific and [removed: $1,361.6] [added: $1,490.9] in Europe, Middle East & Africa.

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

Gross profit was [removed: $1,616.1] [added: $2,400.5] in [removed: 2022,] [added: 2023,] or [removed: 28.4%] [added: 35.0%] of sales, compared to [removed: $1,522.7,] [added: $1,616.1,] or [removed: 30.5%] [added: 28.4%] of sales in [removed: 2021.][added: 2022.]

Selling, general and administrative expenses (or “SG&A”) were [removed: $1,178.3] [added: $1,312.3] in [removed: 2022,] [added: 2023,] an increase of [removed: $69.3] [added: $134.0] compared to [removed: 2021.][added: 2022.]

SG&A as a percentage of sales were [removed: 20.7%] [added: 19.1%] in [removed: 2022] [added: 2023] compared with [removed: 22.2%] [added: 20.7%] in [removed: 2021.][added: 2022.]

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

These remaining other expenses were [removed: $214.4] [added: $216.0] for [removed: 2022,] [added: 2023,] which was a [removed: $60.6] [added: $1.6] increase from [removed: 2021.][added: 2022.]

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

The change in fair value of the outstanding [removed: warrants liability] [added: Private Placement Warrants] during [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] resulted in a [removed: gain] [added: loss] of [removed: $90.9] [added: $157.9] and a [removed: loss] [added: gain] of [removed: $61.9,] [added: $90.9,] respectively.

The change in fair value of [removed: stock] [added: these] warrants was the result of changes in market prices [added: of our common stock] and other observable inputs deriving the value of the financial [removed: instruments.][added: instruments and the exercise of 5,266,666 of the Private Placement Warrants in February 2023.]

Interest expense, net, was [removed: $147.3] [added: $180.1] in [removed: 2022] [added: 2023] compared to [removed: $90.6] [added: $147.3] in [removed: 2021.][added: 2022.]

[removed: As] [added: To the extent that] interest rates [added: continue to] increase, our interest expense will [removed: increase,] [added: increase as well,] although the effect will be mitigated by our interest rate swaps.

Income tax expense was [removed: $90.4] [added: $73.5] in [removed: 2022] [added: 2023] compared to [removed: $46.6] [added: $90.4] in [removed: 2021.][added: 2022.]

The effective rate in [removed: 2022] [added: 2023] was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances and uncertain tax positions, and reflects the impact of non-deductible changes in fair value of the warrant liabilities, as well as a discrete tax adjustment related to legislative changes enacted in the period.

In [removed: 2021,] [added: 2022,] income tax expense was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances and uncertain tax positions, and [added: reflects the impact of non-deductible changes in fair value of warrant liabilities, as well as] discrete tax [removed: benefits] [added: adjustments] related to [removed: a change in our indefinite reinvestment liability caused by legislative] [added: legislation] changes [removed: and movement] [added: enacted] in [removed: foreign currencies.][added: the period.]

The tax expense in [removed: 2022] [added: 2023] was [removed: $43.8 higher] [added: $16.9 lower] than [removed: 2021] [added: 2022] primarily due to the change in mix of income, non-U.S. tax elections and changes in valuation allowances in the U.S. and a discrete tax adjustment related to legislative changes enacted in the period.

The following are business segment results for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| *(Dollars in millions)* | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | $ Change | | | | | | % Change | | | | | | | | |

| Operating profit (loss) | | | [removed: 426.1] [added: 958.8] | | | | | | [removed: 441.2] [added: 426.1] | | | | | | [removed: (15.1)] [added: 532.7] | | | | | | [removed: (3.4)] [added: 125.0] | | % | | | | | | |

| Margin | | | [removed: 15.6] [added: 24.9] | | % | | | | [removed: 20.2] [added: 15.6] | | % | | | | | | | | | | | | | | | | | | |

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

[removed: Additionally,] Americas net sales were [removed: negatively] [added: positively] impacted [removed: by] [added: from] foreign currency of approximately [removed: $6.3.][added: $8.1.]

- Stock Repurchase Program: As discussed in Item 5, on November 29, 2023, the Company announced authorization of a stock repurchase program of up to $3.0 billion through December 31, 2027.

Repurchases of shares of the Company’s Class A common stock under the program may be made from time to time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, block trades, derivative contracts or otherwise, including in compliance with Rule 10b-18.

The specific timing of any repurchases will be determined in management's discretion and will depend on a number of factors, including available liquidity, the Company's stock price, the Company's financial outlook, and alternative investment options.

The stock repurchase program does not obligate the Company to repurchase any specific dollar amount or number of shares of Class A common stock and the Board's authorization of the program may be modified, suspended or discontinued at any time.

- Capacity Expansion: We have invested in capacity expansion to meet current and anticipated additional customer demand.

For example, since acquiring E&I in late 2021, we have approximately doubled our manufacturing capacity for switchgear, busbar and integrated modular solutions by opening new facilities and adding production to existing facilities.

We anticipate continuing to invest in having capacity in place globally with the geographic presence that our customers need, the ability to rapidly scale and to ensure resiliency.

- Artificial Intelligence ("AI"): Increased maturity and adoption of AI and high-performance compute is currently impacting the data center industry driving technology innovation and could lead to increased demand.

The Company has invested in developing new product, services, and solutions to serve this industry trend, is increasing capacity to support additional demand for AI infrastructure as necessary and we will continue to invest to support additional growth driven by AI.

- Thermal Management Portfolio Expansion - Liquid Cooling: In December of 2023, we acquired CoolTera Ltd., an existing technology partner and provider of coolant distribution infrastructure for data center cooling technology.

This acquisition further strengthens advanced cooling technology, deep domain expertise, control systems, and testing for AI and other high density compute cooling requirements to our existing thermal management portfolio.

| Net sales | | | $ | 6,863.2 | | | | | $ | 5,691.5 | | | | | $ | 1,171.7 | | | | | 20.6 | | % |

| Cost of sales | | | 4,462.7 | | | | | | 4,075.4 | | | | | | 387.3 | | | | | | 9.5 | | % |

| Gross profit | | | 2,400.5 | | | | | | 1,616.1 | | | | | | 784.4 | | | | | | 48.5 | | % |

| Amortization of intangibles | | | 181.3 | | | | | | 215.8 | | | | | | (34.5) | | | | | | (16.0) | | % |

| Restructuring costs | | | 28.6 | | | | | | 0.7 | | | | | | 27.9 | | | | | | 3,985.7 | | % |

The increase in sales is primarily due to higher sales volumes and price realization of $470 compared to the prior year, and partially offset by the negative impacts from foreign currency of $43.7.

Cost of sales were $4,462.7 in 2023, an increase of $387.3, or 9.5% compared to 2022.

Margin increased primarily due to higher sales volume, pricing actions more than offsetting higher commodity and logistics costs, and improved leverage of fixed costs.

The increase in SG&A was primarily driven by $60.1 of higher commissions in the Americas reportable segment as a result of increased order volume and $41.2 of higher compensation costs due to increased bonus and long-term incentives.

The increase was primarily due to a $27.9 increase in restructuring costs, and a $12.3 increase in foreign currency loss, offset by decreased amortization of intangibles of $34.5.

As of December 31, 2023 and 2022, there were 5,266,667 and 10,533,333 Private Placement Warrants outstanding, respectively.

The $32.8 increase reflects a $72.0 increase due to the Term Loan due 2027, partially offset by a $36.5 decrease due to net settlement payments on our interest rate swaps as described in “Note 12 — Financial Instruments and Risk Management” to the Consolidated Financial Statements.

| Net sales | | | $ | 3,844.5 | | | | | $ | 2,728.6 | | | | | $ | 1,115.9 | | | | | 40.9 | | % | | | | | | |

Americas net sales of $3,844.5 in 2023 increased $1,115.9, or 40.9% from 2022.

By product offering, net sales increased in critical infrastructure & solutions by $952.1, integrated rack solutions increased by $95.1, and service & spares increased by $68.7 due to improved customer site availability.

Margin increased primarily due to higher sales volumes and pricing actions in addition to leveraging our fixed costs.

| Net sales | | | $ | 1,527.8 | | | | | $ | 1,601.3 | | | | | $ | (73.5) | | | | | (4.6) | | % | | | | | | |

Asia Pacific net sales of $1,527.8 in 2023 decreased $73.5, or 4.6% from 2022.

Operating profit (loss) in 2023 was $248.5, a decrease of $25.9 compared with 2022 mainly driven by decreased volume and the negative impact of foreign currency.

| *(Dollars in millions)* | | | December 31, 2023 | | | | | | December 31, 2022 | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | |

| Net sales | | | $ | 1,490.9 | | | | | $ | 1,361.6 | | | | | $ | 129.3 | | | | | 9.5 | | % | | | | | | | | | |

Sales increases were evenly driven by higher selling prices and increased volume.

By product offering, net sales increased in critical infrastructure & solutions by $59.6, service & spares increased by $54.7, and integrated rack solutions increased by $15.0.

Margin increased primarily due to price realization in addition to leveraging our fixed costs which more than offset inflationary pressures.

Corporate and other costs increased $37.9 compared to 2022 primarily due to higher compensation costs due to bonus and long-term incentive costs of $23.2 and increased foreign currency loss of $12.3.

Year ended December 31, 2023 compared to year ended December 31, 2022

| Capital expenditures | | | (127.9) | | | | | | (100.0) | | | | | | (27.9) | | | | | | 27.9 | | | | | |

Net cash provided by operating activities was $900.5 in 2023, a $1,053.3 increase in cash generation compared to 2022.

The change was primarily driven by the improvement in trade working capital from prior year by $515.9 due to our trade working capital initiative, an increase in net income from operations of $383.6, and the non-cash impact of the change in fair value of warrant liabilities of $248.8.

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

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

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

DeAngelo.

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

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

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

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

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

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

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

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

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

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

The extent of the continuing impact of the COVID-19 pandemic on our operational and financial performance is uncertain and will depend on many factors outside our control, including, without limitation, the extent, timing and duration of new variants of the COVID-19 virus and their impact on the global economy and demand for products.

Refer to Part I, Item 1A of this Annual Report under the heading “Risk Factors,” for more information.

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

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

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

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

- Supply Chain Constraints and Cost Increases: Aspects of our business continue to be affected by the COVID-19 pandemic as well as increasing costs for materials, freight and labor.

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

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

We continue to take actions to improve our ability to forecast inflationary headwinds and reflect anticipated cost increases in our prices and will continue to take actions to address shortages and inflationary pressures.

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

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

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

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

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

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

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

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

| Asset impairments | | | — | | | | | | 8.7 | | | | | | (8.7) | | | | | | (100.0) | | % |

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

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

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

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

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

Loss on Extinguishment of Debt

As of December 31, [removed: 2022] [added: 2023] we had an insignificant amount of outstanding currency hedges.

During [removed: 2022,] [added: 2023,] we hedged portions of the net investment in foreign subsidiaries against fluctuations in the European Euro and Chinese Yuan through derivative financial instruments.

At December 31, 2022, there was a $235.0 balance on the ABL Revolving Credit Facility with a weighted-average borrowing rate of [removed: 5.85%.][added: 5.85%, and there was an outstanding principal amount of $2,139.8 on the Term Loan, due 2027 with a borrowing rate of 6.89%.]

Cash and cash equivalents were [removed: $260.6] [added: $780.4] and [removed: $439.1] [added: $260.6] at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

Based on the outstanding balances of floating rate debt, net of interest rate swap agreements, our annual net interest expense would increase (decrease) in variable interest rates at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] by approximately:

| Basis point change scenario | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| +100 | | | | | | $ | [removed: 11.0] [added: 11.2] | | | | | $ | 12.0 | |

| +200 | | | | | | [removed: 23.0] [added: 22.4] | | | | | | 23.0 | | |

At December 31, 2023, there were no borrowings outstanding under the ABL Revolving Credit Facility and there was an outstanding principal amount of $2,118.1 on the Term Loan, due 2027 with a borrowing rate of 7.97%.

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At December 31, 2021, there were no borrowings outstanding under the ABL Revolving Credit Facility.

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

Driven by passion and innovation, Vertiv believes there is a better way to meet the world’s accelerating demand for [removed: data.][added: data including the impact of emerging technologies such as artificial intelligence.]

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

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

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

Our global footprint comprises engineering, manufacturing, [added: operations,] sales and service locations in more than 40 countries across the Americas, Asia Pacific and Europe, Middle East & Africa.

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

[removed: For] [added: This compares with net sales for] the year ended December 31, [removed: 2022, Vertiv’s revenue was] [added: 2022 of] $5,691.5, of which 48% was transacted in the [removed: Americas;] [added: Americas,] 28% was transacted in Asia [removed: Pacific;] [added: Pacific,] and 24% [removed: was transacted] in Europe, [added: Middle East & Africa.]

[removed: This compares with revenue for] [added: For] the year ended December 31, [removed: 2021 of $4,998.1,] [added: 2023, Vertiv’s net sales was $6,863.2,] of which [removed: 44%] [added: 56%] was transacted in the [removed: Americas, 32%] [added: Americas; 22%] was transacted in Asia [removed: Pacific,] [added: Pacific;] and [removed: 24%] [added: 22% was transacted] in Europe, Middle East & Africa.

Vertiv’s estimated combined order backlog was [removed: $4,754.4] [added: $5,526.7] and [removed: $3,191.0] [added: $4,754.4] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The following table shows estimated backlog by business segment at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

| *(Dollars in millions)* | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Americas | | | | | | $ | [removed: 3,337.3] [added: 3,365.2] | | | | | $ | [removed: 1,886.1] [added: 3,337.3] | |

| Asia Pacific | | | | | | [removed: 480.0] [added: 616.4] | | | | | | [removed: 484.2] [added: 480.0] | | |

| Europe, Middle East & Africa | | | | | | [removed: 937.1] [added: 1,545.1] | | | | | | [removed: 820.7] [added: 937.1] | | |

| Total Backlog | | | | | | $ | [removed: 4,754.4] [added: 5,526.7] | | | | | $ | [removed: 3,191.0] [added: 4,754.4] | |

The [removed: vast] majority of the combined backlog as of December 31, [removed: 2022] [added: 2023] is considered firm and is expected to be shipped within one year.

Expanding lead-times caused by continuing global supply chain challenges, combined with continued strong demand have contributed to an increase in customer orders being placed in advance of our ability to fulfill them, which has added [removed: $1.6] [added: $0.8] billion to our backlog since December 31, [removed: 2021.][added: 2022.]

We do not believe that Vertiv’s backlog estimates as of any date are necessarily indicative of our [removed: revenues] [added: net sales] for any future period.

Additionally, our current backlog estimates are subject to a number of risks, [removed: see] [added: as further detailed in] “Item 1A.

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

Examples of companies in this space include Digital [removed: Realty] [added: Realty, Equinix, Compass,] and [removed: Equinix.][added: QTS.]

This sector has a generally low single-digit growth [removed: profile.][added: profile and generally aligned with telecom capex investment and new mobile deployment cycles.]

The growth in this area generally aligns with changes in gross domestic [removed: product.][added: product, and can be further driven by increased automation and digitalization in both light and heavy industrial application environments.]

We design, manufacture and service critical digital infrastructure technology [added: primarily] for data centers, communication networks and commercial and industrial environments.

We provide full support of critical [added: digital] infrastructures when and where our customers need us.

Vertiv services are used [added: primarily] in data centers, communications facilities, government agencies and industrial plants.

Across the globe, [removed: there are] [added: we operate] over 200 service centers and [added: deploy] more than 3,500 service engineers.

- Response Time: Vertiv boasts [removed: an 87%] [added: a] first-time fix rate [removed: in] [added: of more than 80% during] site emergency visits, allowing customers to quickly gain assistance wherever and whenever.

In [removed: 2022,] [added: 2023,] Vertiv spent [removed: $282.0] [added: $303.5] on [removed: Research] [added: research] and [removed: Development] [added: development] (“R&D”).

Our ability to serve our customers on both a global and local level is a key success factor, and we have built our manufacturing [added: and operations] footprint with that principle in mind.

We have significant manufacturing [added: and operations] facilities in the Americas, Asia Pacific and Europe, Middle East & Africa.

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

[removed: The COVID-19 pandemic has led to] [added: We expect our] supply chain [removed: constraints, despite strong market demand, and we have experienced significant material, freight and labor cost increases, which are expected] to continue [removed: throughout 2023, with] [added: to normalize in 2024, but we may still experience] critical part shortages [removed: driving] [added: which may drive] the need for additional spot buys at increased costs, and increased costs associated with premium freight to meet customer commitments.

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

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

We continue to take action [removed: in 2023] to enhance our supply chain, such as qualifying new suppliers, and advancing our pricing plan.

The Vertiv Operating System (“VOS”) leverages a proven foundational approach to operational excellence [added: and executes it at scale] to drive greater efficiency, quality and competitiveness into our operations.

[removed: While] [added: Historically,] VOS [removed: is] [added: was] concentrated mainly within our manufacturing operations, [added: and] similar methods [removed: are] [added: were] used to improve performance across corporate functions and new product development.

As of December 31, [removed: 2022,] [added: 2023,] we employed approximately 27,000 full-time and part-time employees.

Approximately [removed: 32%] [added: 31%] of our employees are in our manufacturing operations.

As a result of the Business Combination, Vertiv directly owns all of the equity interests of Vertiv Holdings and indirectly owns the equity interests of its subsidiaries.

This portion of the industry is growing rapidly with drivers such as adoption of cloud based data services and artificial

intelligence workloads.

Across our three geographic segments, we encounter two principal types of competitors: niche players (e.g., Delta Electronics, Inc., Stulz GmbH, Johnson Controls International PLC, and Socomec Holding SA) and large-scale global competitors (e.g., Schneider Electric, S.E., Eaton Corporation Plc, Legrand SA, and Huawei Investment & Holding Co., Ltd.) We believe we differentiate ourselves through: (i) application expertise and customer collaboration to envision and build future-ready infrastructure; (ii) most complete portfolio and continual innovation; (iii) proven superior reliability and quality; (iv) truly global presence and ability to scale for our customers' operating flexibility and resilience; and (v) our industry-leading global service network to safeguard uptime and support.

We have experienced some supply chain constraints over the past several years, and despite strong market demand, we have experienced significant material, freight and labor cost increases.

We believe VOS provides a clear operating model and a systemic way to run the business across the entire organization through rigorous operating cadences, leverages lean or continuous improvement techniques focused on waste & cycle-time reduction, streamlined processes, and promotes the dissemination of best practices.

We intend to further integrate VOS, end-to-end, across the organization to pursue efficiencies and process optimizations in areas such as service & sales, new product development, and cross-functional processes including opportunity to cash, procure to pay, and sales, inventory, and operational planning.

*Our Culture*

Our high-performance culture creates an environment where employees are empowered to collaborate, learn, and teach others through their experiences.

We seek people with high integrity who put a premium on learning through experience and those who embrace our core principles, and we expect our employees to emulate and display our core behaviors.

*Investing in our People*

Our associates are critical to achieving our business objectives and investing in them is a key component to success.

We offer leadership development programs for employees at the early career levels in finance, sales, services and engineering.

We also offer customized programs for target populations to further develop their skills, and specialized partnership programs with local universities that lead to obtaining bachelors and/or masters degrees in technology.

Our offerings include:

- Finance, Sales, Engineering, and Field Services Leadership Development Rotational Programs for early-career employees based in the Americas, India, or Europe, Middle-East, and Africa reporting units

- Specialized partnership programs with local universities in India for high-potential engineers to earn a post-secondary baccalaureate and/or a graduate degree

- Programs for identified high-potential leaders in early-, mid-, senior-, and leadership-ready positions across multiple functions globally that focus on training in the areas of operational and strategic thinking, offers the opportunity to participate and lead global projects, and obtain global networking & visibility to executive leadership

- Specialized training for employees based in our support hubs, located in the Philippines and Romania, around key business skills including customer service, finance fundamentals and customer service mindset

- VOS training is delivered globally.

This training, known as VOS Academy, is offered virtually for salaried employees and all hourly employees receive training at our global manufacturing sites

We have a vested interest in attracting, developing, and retaining top talent, and we continue to research, develop, and enhance our programs to do so with an emphasis on early career hiring.

*Employee Engagement*

Fully engaged employees are a key driver of employee productivity and job satisfaction.

We engage our employees across the organization through our quarterly enterprise-wide town halls, employee recognition programs, and company-sponsored volunteer events.

This year we launched "The CEO Award", an employee recognition award given several times throughout the year by CEO Giordano Albertazzi to recognize individuals who unlock value for our customers, who overcome challenges to solve problems, or who create meaningful, lasting results for our business.

These individuals embody our core principals and behaviors and keep us on track to achieve our goals through their commitment to our strategic priorities.

They understand their role in helping Vertiv achieve its full potential.

Additionally, our salaried and services employees participate in our comprehensive annual performance review process meant to encourage a direct conversation where candid feedback can be shared to help our employees develop, achieve their career goals, and drive our high-performance culture.

*Inclusion*

We believe that innovative solutions are often developed from having diverse viewpoints and perspectives at the table.

We endeavor to foster a workplace that supports and promotes inclusion and cultivates respect.

Since going public in 2020, Vertiv has continued to take actions to cultivate its inclusion processes and programs.

Our progress to date includes:

- Appointed the following women executives in recent years to lead their respective functions — Sheryl Haislet, Chief Information Officer; Stephanie Gill, Chief Legal Counsel and Corporate Secretary; Cheryl Lim, Chief Human Resources Officer; and Rachel Thompson, VP of Corporate Strategy and Planning

- Establishing employee-led, executive leadership team-sponsored, Employee Resource Groups (ERGs) to provide opportunities for personal and professional growth, networking, mentorship, and community outreach for individuals with shared backgrounds or experiences.

Outstanding Warrants

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 issued 1,368,194 shares of Class A common stock.

Following a sale of Class A common stock on August 8, 2023, the Vertiv Stockholder' holdings of our outstanding Class A common stock dropped to less than 5%.

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

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

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Middle East & Africa.

This portion of the industry is growing rapidly.

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

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

This market is currently small, but the opportunities for growth are expected to increase as the proliferation of connected devices and data storage needs continues to accelerate in the future.

Across our three geographic segments, we encounter two principal types of competitors: niche players and global competitors.

We believe we differentiate ourselves through: (i) our ability to service customers in each phase of the product lifecycle; (ii) our large customer service network which allows us to address the local and regional needs of our customer base; (iii) our ability to apply our understanding of trends, technologies and the implementation of our offerings for our customers; (iv) our integration with third-party software which allows us to customize solutions according to a particular customer’s needs; and (v) our ability to meet our customers' needs better than competitors on the market.

VOS promotes teamwork and collaboration across the entire organization and leverages continuous improvement techniques focused on elimination of waste and reduction of process variation.

standards, dedicated staff, and periodic auditing and training.

We have projects under way at certain current and former manufacturing facilities to investigate and remediate environmental contamination.

See “Note 2 – Acquisition” of our Consolidated Financial Statements.

Business Combination

GSAH was incorporated on April 25, 2016 as a Delaware corporation under the name “GS Acquisition Holdings Corp” and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

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

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

We redeemed and delisted the Public Warrants on January 19, 2021.

On the closing date of the Business Combination, we entered into certain related agreements including the Registration Rights Agreement, the Tax Receivable Agreement, and the Stockholders Agreement (each of which is described below under “Related Agreements.”)

As of February 17, 2023, the Vertiv Stockholder holds 10% of the outstanding Class A common stock.

Tax Receivable Agreement

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

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

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

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

On December 31, 2021, Vertiv and the Vertiv Stockholder agreed to amend and supplement the Tax Receivable Agreement to replace our remaining payment obligations under the Tax Receivable Agreement with an obligation to pay $100.0 million in cash in two equal installments.

The first installment payment was scheduled to be due on or before June 15, 2022 and the second installment was scheduled to be due on or before September 15, 2022.

On June 15, 2022, Vertiv 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 became due and was paid on November 30, 2022.

Upon receipt of the third installment payment, the Tax Receivable Agreement terminated and we are not required to make any further payments and have no further obligations to the Vertiv Stockholder under the Tax Receivable Agreement.

With the exception of the below, we are not a party to any material, pending legal proceedings or claims at December 31, [removed: 2022.][added: 2023.]

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

The amended complaint alleges that certain of [removed: our] [added: 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.

[removed: While we believe that we have meritorious defenses against the plaintiffs’ claims,] [added: However,] we are unable at this time to predict the outcome of [removed: this dispute] [added: these matters] or the amount of any cost associated with [removed: its] [added: their] resolution.

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 the settlement was recorded in “Accrued expenses and other liabilities” on the Consolidated Balance Sheet.

The settlement was paid in the third quarter of 2023.

On January 31, 2024, the Court issued an order dismissing the claims under Sections 11, 12(a)(2), and 15 of the Securities Act.

The motion to dismiss the claims under Sections 10(b) and 20(a) of the Exchange Act remains pending.

On June 9, 2023, two Vertiv shareholders, Matthew Sullivan and Jose Karlo Ocampo Avenido, brought a derivative lawsuit, Sullivan v.

Johnson, et al., C.A. No. 2023-0608, against Vertiv (as nominal defendant only) and certain of the Company’s directors and officers in Delaware Court of Chancery for breach of fiduciary duty.

The complaint alleges that certain of the named directors and officers caused the Company to issue materially false and/or misleading public statements with respect to inflationary and supply chain pressures and pricing issues, and that the Company suffered damages as a result.

This action has been stayed since August 10, 2023, pending the securities class action.

We believe we have meritorious defenses against the allegations made in the aforementioned lawsuits, which are at the preliminary stages.

In November 2023, following the filing of the actions described above, the Company received a subpoena from the U.S. Securities and Exchange Commission (the “SEC”) and a parallel request for documents from the U.S. Attorney’s Office for the Southern District of New York, which relate to the allegations made in the class action complaint and derivative action.

The Company is actively responding to these matters.

In January 2024, the Mexican tax administration service, the Servicio de Administracion Tributaria (the "SAT"), initiated a process to suspend the importer registration of one of the Company's wholly owned Mexico subsidiaries, Tecnología del Pacífico S.A. de C.V. (“TDP”), in connection with a contested customs tax audit for the period April 2016 to February 2018.

SAT claimed its basis for the suspension was a failure by TDP to provide sufficient evidence of the export of goods temporarily imported at required levels under Mexico's Manufacturing, Maquila and Export Services Industries Program ("IMMEX Program").

The Company and TDP has disputed SAT’s position throughout the customs tax audit, through the filing of various petitions and appeals with appropriate documentation evidencing the complete and timely export of the goods temporarily imported during the audit period.

TDP has accepted a proposal from SAT to close the audit by making payments and fees totaling approximately $10.1 which has been recorded in “Accrued expenses and other liabilities” on the Consolidated Balance Sheets as of December 31, 2023.

The Company intends to seek reimbursement of this amount as an undue payment in the near future from SAT, for which the outcome is currently unknown and no receivable has been established.

Furthermore, the Company remains subject to other customs tax audits concerning other facilities located within Mexico.

While we cannot predict with certainty the outcome of other assessments, based on currently known information, we believe a risk of loss, if any, is not currently estimable.

Accordingly, no further reserve for loss contingency has been recorded in the Company's financial statements as of December 31, 2023 related to these other matters.

In February of 2024 $5.2 was paid to SAT in connection with the accepted proposal.

We are unable at this time to predict the outcome of these matters, including whether any proceedings may be instituted in connection with the government inquiries, or the amount of any cost associated with their resolution.

As of December 31, 2023, 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.

| For the fiscal year ended December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

The aggregate market value of Common Shares (the only common equity of the registrant) held by non-affiliates (for this purpose, executive officers and directors of the registrant are considered affiliates) as of June 30, [removed: 2022] [added: 2023] (the last business day of the most recently completed second quarter) was approximately [removed: $2,562,094,706][added: $7,890,816,857]

As of February [removed: 17, 2023,] [added: 16, 2024,] there were [removed: 377,640,813] [added: 381,970,469] shares of our Class A common stock, par value $0.0001, issued and outstanding.

Portions of the registrant’s definitive proxy statement for use in connection with its [removed: 2023] [added: 2024] Annual Meeting of Shareholders, which is to be filed no later than 120 days after December 31, [removed: 2022,] [added: 2023,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| [PART [removed: I.](#i809a32b7dc684b239dca61fb5af8c7ab_16)] [added: I.](#ib97eb8f32ce549f0a7bcb186e83fd74b_16)] | | | | | | | | | | | | | | | PAGE | | |

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

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

- Risks associated with global macroeconomics conditions in the areas [removed: that] [added: in which] we [removed: operate along with ongoing ramifications of the COVID-19 pandemic;][added: operate;]

- Our incurrence of significant costs and devotion of substantial management time as a result of operating as a public [removed: company; and ceasing to be an “emerging growth company.”][added: company.]

| [Item 1C.](#ib97eb8f32ce549f0a7bcb186e83fd74b_1004) | | | [Cybersecurity](#ib97eb8f32ce549f0a7bcb186e83fd74b_1004) | | | | | | | | | | | | [33](#ib97eb8f32ce549f0a7bcb186e83fd74b_1004) | | |

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

- The phase-out of LIBOR affecting interest rates for our variable rate debt and interest rate swap agreements;

None.

None

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

Overview

The Company, its management and its Board understand the critical importance of cybersecurity in maintaining the trust, confidence and support of customers, employees, and other stakeholders.

The Company, as a supplier of products of critical digital infrastructure technologies to our customers, is reliant on technology and information systems that may comprise part of the products we sell or the services that we provide.

As a worldwide business, we have also become increasingly dependent on digital technologies, including information systems, infrastructure and cloud applications and services, to operate our businesses, process and record financial and operating data (including processing customer orders, shipping products, billing our customers, and tracking inventory), communicate with our employees and business partners, and perform other activities related to our businesses.

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

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

Our cybersecurity program aims to provide a robust, dynamic and secure environment that protects the confidentiality, integrity, and availability of this data.

Our cybersecurity program has a fully defined set of documentation that is aimed at identifying, assessing and responding to cybersecurity risks.

Our implementation of various internal and external controls and processes, including appropriate internal risk assessment and internal policy implementation, incorporating a risk-based cyber security framework to monitor and mitigate security threats and other strategies to increase security for our information, facilities and infrastructure, is discussed below.

In addition, we provide disclosure and discussion with respect to the following facets relating to the Company’s cybersecurity program (a) our risk management processes and overall strategy for addressing cybersecurity threats and incidents within the context of our information systems (each as defined in Item 106 of Regulation S-K); (b) the potential impact of cybersecurity threats on our business strategy, results of operations, and financial condition; and (c) the respective roles of the Board in overseeing, and the Company’s management in assessing and managing, cybersecurity threats and cybersecurity incidents.

Risk Management and Strategy

*Processes for Assessing, Identifying, and Managing Cybersecurity Threats:* The Company maintains a fully defined set of documentation for assessing, identifying, and managing material risks from cybersecurity threats.

We recognize the risk that cybersecurity threats pose to our operations, and cybersecurity is an integral component of our overall enterprise risk management (ERM) strategy.

Our cybersecurity framework is aligned with the National Institute of Standards and Technology’s special publication 800-53 and is comprised of the following four main pillars:

Risk Governance: The Company’s cybersecurity program utilizes a cross-functional approach to addressing cybersecurity risks and engages in discussions with the Board (or a committee thereof) and our executive officers accordingly on an as-needed basis.

The Company’s cybersecurity processes are implemented to help ensure that the Company’s cybersecurity practices are aligned with the Company’s overall ERM standards and practices.

The Company has formed a Cyber Risk Oversight Committee (CROC) to oversee the Company’s cybersecurity program.

Our CROC, in turn, communicates any unresolved risks to the Company’s Enterprise Risk Committee (ERC) and the ERC interacts with the Board, the Audit Committee and executive management on a regular interval, or more frequently (if necessary) in regard to such risks.

Currently, the CROC is comprised of representatives of our IT department as well as senior leadership, including all direct reports to our CEO.

The ERC is comprised of our Chief Legal Counsel, Senior Director of Global Risk Oversight and various heads of regional or global business units and corporate functions, including but not limited to, IT, finance, accounting, legal, and human resources.

Risk Identification: We have developed risk identification and vulnerability management procedures that address the identification, prioritization, and remediation of cybersecurity vulnerabilities.

To facilitate this program, the Company has created a risk register to assess and monitor potential risks.

As discussed below, the Company uses certain third-party tools to identify and manage cybersecurity vulnerabilities.

Each risk in the risk register is monitored by one of our cybersecurity members and updates are reported to the CROC as needed.

Risk Assessment: The Company generally evaluates risks, including cybersecurity risks, based on probability, impact and proximity.

As part of its program, the Company conducts formal cybersecurity risk assessment exercises at least bi-annually.

The Company has documented processes and protocols in order to delineate unacceptable levels of risk and assess such risks based on a number of factors.

Risk Response: We have developed various playbooks that comprise a comprehensive written incident response plan (collectively, our IRP).

This IRP describes the procedures for handling a variety of cybersecurity incidents; categorizes the types of potential cybersecurity incidents and the timeframe for reporting each; establishes cybersecurity incident

response levels; provides for the conducting of legally privileged investigations to enable us to meet applicable legal obligations, including possible notification requirements; and outlines the roles and responsibilities for various personnel in the event of a cybersecurity incident, including but not limited to, the process to escalate risks to our Board, Audit Committee and our executive management, as necessary.

Incidents with respect to third parties are managed internally using the same basic processes as managing internal cybersecurity incidents.

*Third-Party Risk Management:* The Company’s comprehensive approach to cybersecurity and its associated risk management framework requires, when applicable, the engagement of certain third parties, which could include law enforcement, vendors, and other software or service providers.

The Company leverages substantial technological tools and partners to augment and enable the efforts of its internal cybersecurity team.

These third parties assist with various cybersecurity functions including monitoring, threat detection, vulnerability management, network segmentation, mobile device management, data protection, tabletop exercises, semi-annual penetration testing, multi-factor authentication, and threat intelligence.

*Education and Awareness*: In consultation with our cybersecurity team, we mandate annual cybersecurity awareness training for Company personnel, and regularly conduct simulated phishing attacks as a means to equip them with effective tools to detect and address cybersecurity threats as well as to communicate our evolving cybersecurity policies, standards, processes, and practices in the context of its information systems.

*Impact of Cybersecurity Threats:* To date, there have been no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected, or have been reasonably likely to materially affect, the Company, including our business strategy, results of operations or financial condition.

Governance

*Board Oversight of Risks from Cybersecurity Threats:* The Board is ultimately responsible for the oversight of risks from cybersecurity threats and collaborates with the Audit Committee of the Board and the ERC in these oversight responsibilities.

The responsibilities of the ERC include participating and collaboration with the CROC to oversee policies and management systems for cybersecurity matters, overseeing the identification, assessment and response to cybersecurity risks, maintaining and implementing our IRP, and communicating on a regular interval, or more frequently (if necessary) with the Board, the Audit Committee and executive management in regard to such risks.

The Company's processes call for prompt and timely notifications and updates to the Board and the Audit Committee, as applicable and as necessary depending on the nature and severity of the incident, in connection with any cybersecurity incidents that may occur.

We maintain offices and manufacturing facilities at approximately 300 locations in [added: over] 40 countries.

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As of February [removed: 17, 2023,] [added: 16, 2024,] there were [removed: 43] [added: 19] holders of record of the Company's common shares.

On November [removed: 18, 2022,] [added: 29, 2023,] we declared [removed: an annual] [added: a] dividend of [removed: $0.01] [added: $0.025] per share, paid on December [removed: 15, 2022] [added: 27, 2023] to our shareholders of record, as of [removed: November 30, 2022.][added: December 11, 2023.]

The following graph provides a comparison of the cumulative total stockholder return on our common stock from [removed: our first day of trading on July 30,] [added: December 31,] 2018 through December 31, [removed: 2022] [added: 2023] to the returns of the S&P MidCap 400 and Russell 1000.

The graph assumes that $100 was invested on [removed: July 30,] [added: December 31,] 2018 in our Class A common stock and that any dividends were reinvested.

[removed: ][added: ]

| Company / Index | | | [removed: 7/30/2018] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | |

On November 29, 2023, the Board of Directors of the Company approved a stock repurchase program, which authorizes the repurchase of shares of Company Class A common stock in an aggregate amount of up to $3.0 billion through December 31, 2027.

The stock repurchase program does not obligate the Company to repurchase any specific dollar amount or number of shares of Class A common stock and the Board's authorization of the program may be modified, suspended or discontinued at any time.

The Company did not repurchase any shares of Class A common stock during the fourth quarter of 2023.

| Vertiv Holdings Co. | | | 100.0 | | | | | | 112.6 | | | | | | 190.6 | | | | | | 255.0 | | | | | | 139.6 | | | | | | 491.2 | | |

| S&P MidCap 400 Index | | | 100.0 | | | | | | 126.2 | | | | | | 143.4 | | | | | | 179.0 | | | | | | 155.6 | | | | | | 181.2 | | |

| Russell 1000 Index | | | 100.0 | | | | | | 131.4 | | | | | | 159.0 | | | | | | 201.0 | | | | | | 162.6 | | | | | | 205.7 | | |

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

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None.

| Vertiv Holdings Co. | | | 100.0 | | | | | | 99.5 | | | | | | 112.0 | | | | | | 189.6 | | | | | | 253.7 | | | | | | 138.9 | | |

| S&P MidCap 400 Index | | | 100.0 | | | | | | 85.2 | | | | | | 107.5 | | | | | | 122.2 | | | | | | 152.5 | | | | | | 132.6 | | |

| Russell 1000 Index | | | 100.0 | | | | | | 90.0 | | | | | | 118.2 | | | | | | 143.0 | | | | | | 180.9 | | | | | | 146.3 | | |

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

The Company’s management, with the participation of its Chief Executive Officer and its Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2022] [added: 2023] (the end of the period covered by this Annual Report).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2022,] [added: 2023,] our disclosure controls and procedures were effective in ensuring that material information for the Company, including its consolidated subsidiaries, required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that it is accumulated and communicated to management, including our principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] based on criteria established in the Internal Control-Integrated Framework in 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on management’s assessment and the COSO criteria, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which [removed: in] [added: is] included herein.

There [removed: has] [added: have] been no [removed: change] [added: changes] in the Company’s internal [removed: control] [added: controls] over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] that materially affected, or [removed: is] [added: are] reasonably likely to materially affect, the Company’s internal [removed: control] [added: controls] over financial reporting.

We have audited Vertiv Holdings Co’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Vertiv Holdings Co (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of [added: earnings (loss),] comprehensive income (loss), [added: shareholders’] equity (deficit), and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 27, 2023,] [added: 23, 2024] expressed an unqualified opinion thereon.

February 23, 2024

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

February 27, 2023

None.

Not applicable.

“Directors, Executive Officers and Corporate Governance” is incorporated herein by reference from our Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days after our fiscal year end of December 31, [removed: 2022] [added: 2023] (the “Proxy Statement”).

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See Index to Consolidated Financial Statements appearing on page [removed: [56](#i809a32b7dc684b239dca61fb5af8c7ab_103).][added: [56](#ib97eb8f32ce549f0a7bcb186e83fd74b_103).]

| 4.8* | | | | | | [Description of Securities of Vertiv Holdings [removed: Co.](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno48vrt-fy2022.htm)] [added: Co.](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno48vrt-fy2023.htm)] | | | | | | | | |

| 10.3 | | | | | | [Form of Stock Option Award Agreement [added: (CEO and L1 Employees)] under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex106.htm) | | | | | | | | |

| [removed: 10.4] [added: 10.6] | | | | | | [Form of Restricted Stock Unit Agreement under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex107.htm) | | | | | | | | |

| [removed: 10.5] [added: 10.11] | | | | | | [Vertiv Holdings Co Executive Change of Control Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex108.htm) | | | | | | | | |

| [removed: 10.6] [added: 10.13] | | | | | | [removed: [Vertiv Holdings Co] [added: [Form of] Executive [removed: Employment Policy] [added: Offer Letter] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.10] to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex109.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1010.htm)] | | | | | | | | |

| [removed: 10.7] [added: 10.14] | | | | | | [Form of [removed: Executive Offer Letter] [added: Indemnification Agreement] (incorporated by reference to Exhibit [removed: 10.10] [added: 10.11] to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1010.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1011.htm)] | | | | | | | | |

| [removed: 10.8] [added: 10.9] | | | | | | [Form of [removed: Indemnification] [added: Special Performance Award] Agreement (incorporated by reference to Exhibit [removed: 10.11] [added: 10.1] to the Company’s Current Report on Form 8-K, filed with the SEC on [removed: February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1011.htm)] [added: November 21, 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000119312522289475/d356491dex101.htm)] | | | | | | | | |

| [removed: 10.9] [added: 10.15] | | | | | | [Revolving Credit Agreement, dated as of November 30, 2016, by and among Vertiv Intermediate Holding II Corporation (f/k/a Cortes NP Intermediate Holding II Corporation), Vertiv Group Corporation (f/k/a Cortes NP Acquisition Corporation), as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the collateral agents party thereto (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1019.htm) | | | | | | | | |

| [removed: 10.10] [added: 10.16] | | | | | | [Amendment No. 1 to Revolving Credit Agreement, dated as of September 28, 2018, by and among Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party thereto (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1020.htm) | | | | | | | | |

| [removed: 10.11] [added: 10.17] | | | | | | [Amendment No. 2 to Revolving Credit Agreement, dated as of October 19, 2018, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1021.htm) | | | | | | | | |

| [removed: 10.12] [added: 10.18] | | | | | | [Amendment No. 3 to Revolving Credit Agreement, dated as of February 15, 2019, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the other credit parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party thereto (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1022.htm) | | | | | | | | |

| [removed: 10.13] [added: 10.19] | | | | | | [Amendment No. 4 to Revolving Credit Agreement, dated as of January 14, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party thereto (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000119312520028315/d880241dex1023.htm) | | | | | | | | |

| [removed: 10.14] [added: 10.20] | | | | | | [Amendment No. 5 to Revolving Credit Agreement, dated as of March 2, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000162828020002714/exhibitno102ablamendment.htm) | | | | | | | | |

| [removed: 10.15] [added: 10.21] | | | | | | [Amendments No. 6 to the Revolving Credit Agreement, dated as of September 20, 2022, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, certain other affiliates of Vertiv Group Corporation, as borrowers and guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1(a) to the Company’s Current Report on Form 8-K, filed on September 20, 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000119312522247717/d347490dex101a.htm) | | | | | | | | |

| [removed: 10.16] [added: 10.22] | | | | | | [Amendments No. 7 to the Revolving Credit Agreement, dated as of September 20, 2022, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, certain other affiliates of Vertiv Group Corporation, as borrowers and guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.1(b) to the Company’s Current Report on Form 8-K, filed on September 20, 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000119312522247717/d347490dex101b.htm) | | | | | | | | |

| [removed: 10.17] [added: 10.23] | | | | | | [Term Loan Credit Agreement, dated as of March 2, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as borrower, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000162828020002714/exhibitno101termloancred.htm) | | | | | | | | |

| [removed: 10.18] [added: 10.24] | | | | | | [Amendment No. 1 to Term Loan Credit Agreement, dated as of March 10, 2021, by and among Vertiv Group Corporation, as borrower, Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 10, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000119312521076423/d105467dex101.htm) | | | | | | | | |

| [removed: 10.19] [added: 10.4] | | | | | | [Form of Stock Option Award [removed: for Employees] [added: (all other Employees)] under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2020).](https://www.sec.gov/Archives/edgar/data/1674101/000110465920032055/tm2011880d1_ex10-25.htm) | | | | | | | | |

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

| [removed: 10.21] [added: 10.5] | | | | | | [Form of Director Stock Option Award Agreement (incorporated by reference to Exhibit 10.29 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000162828021003604/exhibitno1029vrt03012021.htm) | | | | | | | | |

| [removed: 10.22] [added: 10.27] | | | | | | [Employment Agreement by and between Vertiv Holdings Co and Stephen Hen I Liang (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 2, 2021).](http://www.sec.gov/Archives/edgar/data/1674101/000162828021015172/exhibit101-stephenhenilian.htm) | | | | | | | | |

| [removed: 10.23] [added: 10.28] | | | | | | [First Amendment to Employment Agreement dated as of August 5, 2022 by and between Vertiv Holdings Co and Stephen Hen I Liang (incorporated by reference to Exhibit 10.1 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex101amendedemployme.htm)[’](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex101amendedemployme.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q, filed with the SEC on October 31, 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex101amendedemployme.htm) | | | | | | | | |

| [removed: 10.24] [added: 10.29] | | | | | | [Confidential Separation Agreement and General Release and Waiver of Claims, dated September 9, 2022, by and between Vertiv Holdings Co, Vertiv Group Corporation, and Jason Forcier (incorporated by reference to Exhibit 10.2 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex102separationagree.htm)[’](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex102separationagree.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q, filed with the SEC on October 31, 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex102separationagree.htm) | | | | | | | | |

| [removed: 10.25] [added: 10.30] | | | | | | [Retirement Agreement and General Release and Waiver of Claims, dated October 2, 2022, by and between Vertiv Holdings Co, Vertiv Group Corporation, and Robert Johnson (incorporated by reference to Exhibit 10.5 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex105retirementagree.htm)[’](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex105retirementagree.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q, filed with the SEC on October 31, 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex105retirementagree.htm) | | | | | | | | |

| [removed: 10.26] [added: 10.31] | | | | | | [Independent Contractor Agreement, dated effective January 1, 2023, by and between Vertiv Group Corporation and Robert Johnson (incorporated by reference to Exhibit 10.6 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex106independentcont.htm)[’](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex106independentcont.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q, filed with the SEC on October 31, 2022)](http://www.sec.gov/Archives/edgar/data/1674101/000162828022027344/q32022ex106independentcont.htm) | | | | | | | | |

| [removed: 10.27*] [added: 10.32] | | | | | | [Employment Agreement, dated as of November 21, 2022, by and among Giordano Albertazzi, Vertiv Corporation, and Vertiv Holdings [removed: Co](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibit1027-giordanosemplo.htm)[.](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibit1027-giordanosemplo.htm)] [added: Co.](http://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibit1027-giordanosemplo.htm)] | | | | | | | | |

| [removed: 10.28] [added: 10.34] | | | | | | [removed: [Form] [added: [Amendment No. 1 to TRA Repurchase Agreement, dated as] of [removed: Special Performance Award Agreement] [added: June 15, 2022, by and between Vertiv Holdings Co and VPE Holdings, LLC] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on [removed: November 21, 2022).](http://www.sec.gov/Archives/edgar/data/1674101/000119312522289475/d356491dex101.htm)] [added: June 15, 2022.](http://www.sec.gov/Archives/edgar/data/1674101/000162828022017243/ex101-amendmentno1totrarep.htm)] | | | | | | | | |

| [removed: 10.29] [added: 10.33] | | | | | | [TRA Repurchase Agreement, dated as of December 31, 2021, by and between Vertiv Holdings Co and VPE Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 6, 2022.](http://www.sec.gov/Archives/edgar/data/1674101/000162828022000426/exhibit101-trarepurchaseag.htm) | | | | | | | | |

| 21.1* | | | | | | [List of Vertiv’s [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno211vrt02272023.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno211vrt02232024.htm)] | | | | | | | | |

| 23.1* | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno231vrt02272023.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno231vrt02232024.htm)] | | | | | | | | |

| 31.1* | | | | | | [Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno311section302-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno311section302-vrt.htm)] | | | | | | | | |

| 31.2* | | | | | | [Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno312section302-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno312section302-vrt.htm)] | | | | | | | | |

| 32.1* | | | | | | [Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno321section906-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno321section906-vrt.htm)] | | | | | | | | |

| 32.2* | | | | | | [Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828023005248/exhibitno322section906-vrt.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno322section906-vrt.htm)] | | | | | | | | |

| 101.INS* | | | | | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] formatted in Inline XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Balance Sheets, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | | | | | | | |

| 10.8 | | | | | | [Form of Restricted Stock Unit Agreement for Certain Recently Hired or Promoted Officers' under the 2020 Stock Incentive plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit 10.26 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on October 27, 2023).](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno102-formofrestri.htm) | | | | | | | | |

| 10.10 | | | | | | [Form of Vertiv Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 2, 2023)](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) | | | | | | | | |

| 10.12 | | | | | | [Vertiv Holdings Co](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) [Amended and Res](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[tated](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) [Executive Employment Policy (incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[1](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) [to the Company’s Current Report on Form 8-K, filed with the SEC on](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) [October](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) [](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[2](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[7, 202](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[3](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm)[).](https://www.sec.gov/Archives/edgar/data/1674101/000162828023035351/q32023exno101-amendedandre.htm) | | | | | | | | |

| 10.25 | | | | | | [Amendment No. 2 to Term Loan Credit Agreement, dated as of June 23, 2023, by and among Vertiv Group Corporation, as borrower, Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 23, 2023).](https://www.sec.gov/Archives/edgar/data/1674101/000119312523173872/d355125dex101.htm) | | | | | | | | |

| 10.26 | | | | | | [Amendment No. 3 to Term Loan Credit Agreement, dated as of December 13, 2023, by and among Vertiv Group Corporation, as borrower, Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2023)](https://www.sec.gov/Archives/edgar/data/1674101/000119312523293984/d648019dex101.htm) | | | | | | | | |

| 97.1 | | | | | | [Form of Clawback Policy for Executive Officers](https://www.sec.gov/Archives/edgar/data/1674101/000162828024006498/exhibitno971-clawbackpolic.htm) | | | | | | | | |

| 99.1 | | | | | | [Petition filed by Vertiv Holdings Co. in the Delaware Court of Chancery on April 3, 2023, incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed with the SEC on April 14, 2023.](https://www.sec.gov/Archives/edgar/data/1674101/000095014223001087/eh230348626_ex9901.htm) | | | | | | | | |

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

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

| Date: | | | February [removed: 27, 2023] [added: 23, 2024] | | | | | | Vertiv Holdings Co | | | | | |

| /s/ Giordano Albertazzi | | | Chief Executive Officer and Director | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ David J. Fallon | | | Chief Financial Officer | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Scott A. Cripps | | | Chief Accounting Officer | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ David M. Cote | | | Executive Chairman of the Board | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Joseph van Dokkum | | | Director | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Joseph J. DeAngelo | | | Director | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Jakki L. Haussler | | | Director | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Roger Fradin | | | Director | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Jacob Kotzubei | | | Director | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Matthew Louie | | | Director | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Edward L. Monser | | | Director | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Steven S. Reinemund | | | Director | | | February [removed: 27, 2023] [added: 23, 2024] | | |

| /s/ Robin L. Washington | | | Director | | | February [removed: 27, 2023] [added: 23, 2024] | | |

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

| [Report of Independent Public Accounting [removed: Firm](#i809a32b7dc684b239dca61fb5af8c7ab_106)] [added: Firm](#ib97eb8f32ce549f0a7bcb186e83fd74b_106)] (PCAOB ID: 42) | | | | | | | | | | | | | | | [removed: [57](#i809a32b7dc684b239dca61fb5af8c7ab_106)] [added: [57](#ib97eb8f32ce549f0a7bcb186e83fd74b_106)] | | |

| [Consolidated Statements of Earnings [removed: (Loss)](#i809a32b7dc684b239dca61fb5af8c7ab_112)] [added: (Loss)](#ib97eb8f32ce549f0a7bcb186e83fd74b_112)] | | | | | | | | | | | | | | | [removed: [59](#i809a32b7dc684b239dca61fb5af8c7ab_112)] [added: [59](#ib97eb8f32ce549f0a7bcb186e83fd74b_112)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i809a32b7dc684b239dca61fb5af8c7ab_115)] [added: (Loss)](#ib97eb8f32ce549f0a7bcb186e83fd74b_115)] | | | | | | | | | | | | | | | [removed: [60](#i809a32b7dc684b239dca61fb5af8c7ab_115)] [added: [60](#ib97eb8f32ce549f0a7bcb186e83fd74b_115)] | | |

| [Consolidated Balance [removed: Sheets](#i809a32b7dc684b239dca61fb5af8c7ab_118)] [added: Sheets](#ib97eb8f32ce549f0a7bcb186e83fd74b_118)] | | | | | | | | | | | | | | | [removed: [61](#i809a32b7dc684b239dca61fb5af8c7ab_118)] [added: [61](#ib97eb8f32ce549f0a7bcb186e83fd74b_118)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i809a32b7dc684b239dca61fb5af8c7ab_121)] [added: Flows](#ib97eb8f32ce549f0a7bcb186e83fd74b_121)] | | | | | | | | | | | | | | | [removed: [62](#i809a32b7dc684b239dca61fb5af8c7ab_121)] [added: [62](#ib97eb8f32ce549f0a7bcb186e83fd74b_121)] | | |

| [Consolidated Statements of [removed: Stockholders’] [added: S](#ib97eb8f32ce549f0a7bcb186e83fd74b_124)[hareholde](#ib97eb8f32ce549f0a7bcb186e83fd74b_124)[rs’] Equity [removed: (Deficit)](#i809a32b7dc684b239dca61fb5af8c7ab_124)] [added: (Deficit)](#ib97eb8f32ce549f0a7bcb186e83fd74b_124)] | | | | | | | | | | | | | | | [removed: [63](#i809a32b7dc684b239dca61fb5af8c7ab_124)] [added: [64](#ib97eb8f32ce549f0a7bcb186e83fd74b_124)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i809a32b7dc684b239dca61fb5af8c7ab_127)] [added: Statements](#ib97eb8f32ce549f0a7bcb186e83fd74b_127)] | | | | | | | | | | | | | | | [removed: [64](#i809a32b7dc684b239dca61fb5af8c7ab_127)] [added: [65](#ib97eb8f32ce549f0a7bcb186e83fd74b_127)] | | |

| [1: Description of business and summary of significant accounting [removed: policies](#i809a32b7dc684b239dca61fb5af8c7ab_130)] [added: policies](#ib97eb8f32ce549f0a7bcb186e83fd74b_130)] | | | | | | | | | | | | | | | [removed: [64](#i809a32b7dc684b239dca61fb5af8c7ab_130)] [added: [65](#ib97eb8f32ce549f0a7bcb186e83fd74b_130)] | | |

| [9: Income [removed: Taxes](#i809a32b7dc684b239dca61fb5af8c7ab_163)] [added: taxes](#ib97eb8f32ce549f0a7bcb186e83fd74b_163)] | | | | | | | | | | | | | | | [removed: [85](#i809a32b7dc684b239dca61fb5af8c7ab_163)] [added: [85](#ib97eb8f32ce549f0a7bcb186e83fd74b_163)] | | |

| [10: Related [removed: Party Transactions](#i809a32b7dc684b239dca61fb5af8c7ab_166)] [added: party transactions](#ib97eb8f32ce549f0a7bcb186e83fd74b_166)] | | | | | | | | | | | | | | | [removed: [89](#i809a32b7dc684b239dca61fb5af8c7ab_166)] [added: [88](#ib97eb8f32ce549f0a7bcb186e83fd74b_166)] | | |

| [11: Other financial [removed: information](#i809a32b7dc684b239dca61fb5af8c7ab_169)] [added: information](#ib97eb8f32ce549f0a7bcb186e83fd74b_169)] | | | | | | | | | | | | | | | [removed: [90](#i809a32b7dc684b239dca61fb5af8c7ab_169)] [added: [89](#ib97eb8f32ce549f0a7bcb186e83fd74b_169)] | | |

| [12: Financial [removed: Information] [added: instruments] and risk [removed: management](#i809a32b7dc684b239dca61fb5af8c7ab_172)] [added: management](#ib97eb8f32ce549f0a7bcb186e83fd74b_172)] | | | | | | | | | | | | | | | [removed: [90](#i809a32b7dc684b239dca61fb5af8c7ab_172)] [added: [89](#ib97eb8f32ce549f0a7bcb186e83fd74b_172)] | | |

[removed: | [13: Accumulated other comprehensive income](#i809a32b7dc684b239dca61fb5af8c7ab_175) | | | | | | | | | | | | | | | [92](#i809a32b7dc684b239dca61fb5af8c7ab_175) | | |][added: (13) ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME]

| [17: Commitments and [removed: Contingencies](#i809a32b7dc684b239dca61fb5af8c7ab_187)] [added: contingencies](#ib97eb8f32ce549f0a7bcb186e83fd74b_190)] | | | | | | | | | | | | | | | [removed: [97](#i809a32b7dc684b239dca61fb5af8c7ab_187)] [added: [97](#ib97eb8f32ce549f0a7bcb186e83fd74b_190)] | | |

[removed: [Table](#i809a32b7dc684b239dca61fb5af8c7ab_10) [of contents](#i809a32b7dc684b239dca61fb5af8c7ab_10)][added: [Table of](#ib97eb8f32ce549f0a7bcb186e83fd74b_10) [contents](#ib97eb8f32ce549f0a7bcb186e83fd74b_10)]

We have audited the accompanying consolidated balance sheets of Vertiv Holdings Co (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of earnings (loss), comprehensive income (loss), [added: shareholders’] equity (deficit), and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material [removed: aspects,] [added: respects,] the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 27, 2023] [added: 23, 2024] expressed an unqualified opinion thereon.

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 [removed: account] [added: accounts] or [removed: disclosure] [added: disclosures] to which it relates.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Net sales - products | | | $ | [removed: 4,335.3] [added: 5,406.1] | | | | | $ | [removed: 3,694.6] [added: 4,335.3] | | | | | $ | [removed: 3,068.7] [added: 3,694.6] | | | | |

| Net sales - services | | | [removed: 1,356.2] [added: 1,457.1] | | | | | | [removed: 1,303.5] [added: 1,356.2] | | | | | | [removed: 1,301.9] [added: 1,303.5] | | | | | |

| Net sales | | | [removed: 5,691.5] [added: 6,863.2] | | | | | | [removed: 4,998.1] [added: 5,691.5] | | | | | | [removed: 4,370.6] [added: 4,998.1] | | | | | |

| Cost of sales - products | | | [removed: 3,219.1] [added: 3,575.7] | | | | | | [removed: 2,699.7] [added: 3,219.1] | | | | | | [removed: 2,154.9] [added: 2,699.7] | | | | | |

| Cost of sales - services | | | [removed: 856.3] [added: 887.0] | | | | | | [removed: 775.7] [added: 856.3] | | | | | | [removed: 742.0] [added: 775.7] | | | | | |

| Cost of sales | | | [removed: 4,075.4] [added: 4,462.7] | | | | | | [removed: 3,475.4] [added: 4,075.4] | | | | | | [removed: 2,896.9] [added: 3,475.4] | | | | | |

| Selling, general and administrative expenses | | | [removed: 1,178.3] [added: 1,312.3] | | | | | | [removed: 1,109.0] [added: 1,178.3] | | | | | | [removed: 1,008.4] [added: 1,109.0] | | | | | |

| Amortization of intangibles | | | [removed: 215.8] [added: 181.3] | | | | | | [removed: 144.3] [added: 215.8] | | | | | | [removed: 128.7] [added: 144.3] | | | | | |

| Restructuring costs | | | [removed: 0.7] [added: 28.6] | | | | | | [removed: 1.4] [added: 0.7] | | | | | | [removed: 73.9] [added: 1.4] | | | | | |

| Foreign currency (gain) loss, net | | | [removed: 3.7] [added: 16.0] | | | | | | [removed: 3.2] [added: 3.7] | | | | | | [removed: 26.0] [added: 3.2] | | | | | |

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

| Other operating expense (income) | | | [removed: (5.8)] [added: (9.9)] | | | | | | [removed: (3.8)] [added: (5.8)] | | | | | | [removed: 1.5] [added: (3.8)] | | | | | |

| Operating profit (loss) | | | [removed: 223.4] [added: 872.2] | | | | | | [removed: 259.9] [added: 223.4] | | | | | | [removed: 213.5] [added: 259.9] | | | | | |

| Interest expense, net | | | [removed: 147.3] [added: 180.1] | | | | | | [removed: 90.6] [added: 147.3] | | | | | | [removed: 150.4] [added: 90.6] | | | | | |

| Loss on extinguishment of debt | | | [removed: —] [added: 0.5] | | | | | | [removed: 0.4] [added: —] | | | | | | [removed: 174.0] [added: 0.4] | | | | | |

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

| Change in fair value of warrant liabilities | | | [removed: (90.9)] [added: 157.9] | | | | | | [removed: 61.9] [added: (90.9)] | | | | | | [removed: 143.7] [added: 61.9] | | | | | |

| Income (loss) before income taxes | | | [removed: 167.0] [added: 533.7] | | | | | | [removed: 166.2] [added: 167.0] | | | | | | [removed: (254.6)] [added: 166.2] | | | | | |

| Income tax expense | | | [removed: 90.4] [added: 73.5] | | | | | | [removed: 46.6] [added: 90.4] | | | | | | [removed: 72.7] [added: 46.6] | | | | | |

| Net income (loss) | | | $ | [removed: 76.6] [added: 460.2] | | | | | $ | [removed: 119.6] [added: 76.6] | | | | | $ | [removed: (327.3)] [added: 119.6] | | | | |

| [2: Acquisitions](#ib97eb8f32ce549f0a7bcb186e83fd74b_1045) | | | | | | | | | | | | | | | [72](#ib97eb8f32ce549f0a7bcb186e83fd74b_1045) | | |

| [3: Revenue](#ib97eb8f32ce549f0a7bcb186e83fd74b_142) | | | | | | | | | | | | | | | [74](#ib97eb8f32ce549f0a7bcb186e83fd74b_142) | | |

| [4: Restructuring costs](#ib97eb8f32ce549f0a7bcb186e83fd74b_148) | | | | | | | | | | | | | | | [76](#ib97eb8f32ce549f0a7bcb186e83fd74b_148) | | |

| [5: Goodwill and other intangibles](#ib97eb8f32ce549f0a7bcb186e83fd74b_151) | | | | | | | | | | | | | | | [77](#ib97eb8f32ce549f0a7bcb186e83fd74b_151) | | |

| [6: Debt](#ib97eb8f32ce549f0a7bcb186e83fd74b_154) | | | | | | | | | | | | | | | [78](#ib97eb8f32ce549f0a7bcb186e83fd74b_154) | | |

| [7: Leases](#ib97eb8f32ce549f0a7bcb186e83fd74b_157) | | | | | | | | | | | | | | | [81](#ib97eb8f32ce549f0a7bcb186e83fd74b_157) | | |

| [8: Pension plans](#ib97eb8f32ce549f0a7bcb186e83fd74b_160) | | | | | | | | | | | | | | | [82](#ib97eb8f32ce549f0a7bcb186e83fd74b_160) | | |

| [14: Segment information](#ib97eb8f32ce549f0a7bcb186e83fd74b_181) | | | | | | | | | | | | | | | [92](#ib97eb8f32ce549f0a7bcb186e83fd74b_181) | | |

| [16: Earnings (loss) per share](#ib97eb8f32ce549f0a7bcb186e83fd74b_187) | | | | | | | | | | | | | | | [96](#ib97eb8f32ce549f0a7bcb186e83fd74b_187) | | |

Uncertain Tax Positions

| Description of the Matter | | | As described in Note 9 to the Company’s consolidated financial statements, the Company is involved in various income tax matters for which the ultimate outcomes are uncertain. As of December 31, 2023, the gross amount of unrecognized tax benefits was $102.5 million. The Company’s tax positions are subject to audit by local taxing authorities across multiple global subsidiaries and the resolution of such audits may span multiple years. Tax law is complex and often subject to varied interpretations, accordingly, the ultimate outcome with respect to taxes the Company may owe may differ from the amounts recognized. Auditing management's accounting for and disclosure of uncertain tax positions was especially challenging due to the complexity and significant judgment associated with the recognition and measurement of the tax positions that are more likely than not to be sustained. | | |

| How We Addressed the Matter in Our Audit | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for uncertain tax positions. Our procedures included testing controls over management’s review of the valuation of, and key assumptions used to, estimate the reserves for uncertain tax positions, as well as controls over the completeness and accuracy of the data used within the Company’s analyses of its uncertain tax positions. Our audit procedures included, among others, evaluating the assumptions utilized by the Company to assess its uncertain tax positions by jurisdiction. We also tested the completeness and accuracy of the underlying data used in the Company’s analyses of its uncertain tax positions. We evaluated certain legal opinions and other supporting documentation prepared from external advisors and internal legal counsel, examined the Company's communications with the relevant tax authorities and read the minutes of the meetings of the committees of the board of directors. We involved tax professionals with specialized skill and knowledge to assist in our evaluation of the tax technical merits of the Company’s assessment, including the assessment of whether the tax positions are more likely than not to be sustained, the amount of the potential benefits to be realized, and the application of relevant income tax law. We also assessed the Company’s disclosure of uncertain tax positions. | | |

February 23, 2024

| Deferred revenue | | | 638.9 | | | | | | 358.7 | | |

| Other | | | 43.4 | | | | | | (2.9) | | | | | | 18.3 | | |

| Deferred revenue | | | 274.2 | | | | | | 67.6 | | | | | | 55.3 | | |

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| Net income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 460.2 | | | | | | — | | | | | | 460.2 | | |

| Exercise of employee stock options | | | | | | 2,122,710 | | | | | | — | | | | | | 27.4 | | | | | | — | | | | | | — | | | | | | 27.4 | | |

| Stock comp activity, net of withholdings for tax (5) | | | | | | 420,170 | | | | | | — | | | | | | 21.7 | | | | | | — | | | | | | — | | | | | | 21.7 | | |

| Employee 401K match with Vertiv stock | | | | | | 508,965 | | | | | | — | | | | | | 9.9 | | | | | | — | | | | | | — | | | | | | 9.9 | | |

| Exercise of warrants (6) | | | | | | 1,368,194 | | | | | | — | | | | | | 21.6 | | | | | | — | | | | | | — | | | | | | 21.6 | | |

| Dividend payment | | | | | | — | | | | | | — | | | | | | — | | | | | | (9.5) | | | | | | — | | | | | | (9.5) | | |

| Balance at December 31, 2023 | | | | | | 381,788,876 | | | | | | $ | — | | | | | $ | 2,711.3 | | | | | $ | (691.9) | | | | | $ | (4.5) | | | | | $ | 2,014.9 | |

(5)Net stock compensation activity includes 635,663 vested shares offset by 215,493 shares withheld for taxes valued at $3.3 and stock-based compensation of $25.0.

Vertiv’s offerings include AC and DC power management products, switchgear and busbar products, thermal management products, integrated rack systems, modular solutions, management systems for monitoring and controlling digital infrastructure, and service.

[Table of](#ib97eb8f32ce549f0a7bcb186e83fd74b_10) [contents](#ib97eb8f32ce549f0a7bcb186e83fd74b_10)

[Table of](#ib97eb8f32ce549f0a7bcb186e83fd74b_10) [contents](#ib97eb8f32ce549f0a7bcb186e83fd74b_10)

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Beginning balance | | | $ | 18.4 | | | | | $ | 14.1 | | | | | $ | 15.0 | |

| [2: Acquisition](#i809a32b7dc684b239dca61fb5af8c7ab_136) | | | | | | | | | | | | | | | [71](#i809a32b7dc684b239dca61fb5af8c7ab_136) | | |

| [3: Revenue](#i809a32b7dc684b239dca61fb5af8c7ab_139) | | | | | | | | | | | | | | | [73](#i809a32b7dc684b239dca61fb5af8c7ab_139) | | |

| [4: Restructuring](#i809a32b7dc684b239dca61fb5af8c7ab_145) | | | | | | | | | | | | | | | [75](#i809a32b7dc684b239dca61fb5af8c7ab_145) | | |

| [5: Goodwill and other intangible assets](#i809a32b7dc684b239dca61fb5af8c7ab_148) | | | | | | | | | | | | | | | [76](#i809a32b7dc684b239dca61fb5af8c7ab_148) | | |

| [6: Debt](#i809a32b7dc684b239dca61fb5af8c7ab_151) | | | | | | | | | | | | | | | [77](#i809a32b7dc684b239dca61fb5af8c7ab_151) | | |

| [7: Leases](#i809a32b7dc684b239dca61fb5af8c7ab_154) | | | | | | | | | | | | | | | [81](#i809a32b7dc684b239dca61fb5af8c7ab_154) | | |

| [8: Pension Plans](#i809a32b7dc684b239dca61fb5af8c7ab_157) | | | | | | | | | | | | | | | [82](#i809a32b7dc684b239dca61fb5af8c7ab_157) | | |

| [14: Segment information](#i809a32b7dc684b239dca61fb5af8c7ab_178) | | | | | | | | | | | | | | | [93](#i809a32b7dc684b239dca61fb5af8c7ab_178) | | |

| [15: Stock-based compensation](#i809a32b7dc684b239dca61fb5af8c7ab_181) | | | | | | | | | | | | | | | [95](#i809a32b7dc684b239dca61fb5af8c7ab_181) | | |

| [16: Earnings per share](#i809a32b7dc684b239dca61fb5af8c7ab_184) | | | | | | | | | | | | | | | [96](#i809a32b7dc684b239dca61fb5af8c7ab_184) | | |

| [18: Subsequent event](#i809a32b7dc684b239dca61fb5af8c7ab_1054) | | | | | | | | | | | | | | | [98](#i809a32b7dc684b239dca61fb5af8c7ab_1054) | | |

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. | | |

February 27, 2023

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

| Loss on extinguishment of debt | | | — | | | | | | 0.4 | | | | | | 174.0 | | |

| Other | | | (2.9) | | | | | | 17.9 | | | | | | 11.8 | | |

| Payment of redemption premiums | | | — | | | | | | — | | | | | | (75.0) | | |

| Proceeds from reverse recapitalization, net | | | — | | | | | | — | | | | | | 1,832.5 | | |

| Payment to Vertiv Stockholder | | | — | | | | | | — | | | | | | (341.6) | | |

| Other financing | | | — | | | | | | — | | | | | | (2.2) | | |

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| Balance as of December 31, 2019, as recasted (1) | | | | | | 118,261,955 | | | | | | $ | — | | | | | $ | 277.7 | | | | | $ | (1,000.6) | | | | | | | | | | | $ | 18.1 | | | | | $ | (704.8) | |

| 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 | | |

| Other merger adjustment | | | | | | — | | | | | | — | | | | | | (0.4) | | | | | | — | | | | | | | | | | | | — | | | | | | (0.4) | | |

(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).

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

Vertiv’s offerings include power conditioning and uninterruptible power systems, thermal management, integrated data center control devices, software, monitoring, and service.

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”).

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.

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.

Contract liabilities are recorded when customers remit contractual cash payments in advance of the Company satisfying performance obligations under contractual arrangements.

| 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) | | |