filings.toolsItem 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Vertiv Holdings Co
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Vertiv Holdings Co (the Company) as of December 31, 2024 and 2023, the related consolidated statements of earnings (loss), comprehensive income (loss), shareholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 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, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 18, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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, 2024, the gross amount of unrecognized tax benefits was $149.1 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 the reserves for uncertain tax positions, including the assumptions used to estimate the reserves, as well as management’s 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. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2016.
Grandview Heights, Ohio
February 18, 2025
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
VERTIV HOLDINGS CO
(Dollars in millions except for per share data)
| Year Ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||
| Net sales | ||||||||||||||||||||
| Net sales - products | $ | 6,393.5 | $ | 5,406.1 | $ | 4,335.3 | ||||||||||||||
| Net sales - services | 1,618.3 | 1,457.1 | 1,356.2 | |||||||||||||||||
| Net sales | 8,011.8 | 6,863.2 | 5,691.5 | |||||||||||||||||
| Costs and expenses | ||||||||||||||||||||
| Cost of sales - products | 4,099.4 | 3,575.7 | 3,219.1 | |||||||||||||||||
| Cost of sales - services | 978.2 | 887.0 | 856.3 | |||||||||||||||||
| Cost of sales | 5,077.6 | 4,462.7 | 4,075.4 | |||||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Selling, general and administrative expenses | 1,374.0 | 1,312.3 | 1,178.3 | |||||||||||||||||
| Amortization of intangibles | 184.2 | 181.3 | 215.8 | |||||||||||||||||
| Restructuring costs | 5.3 | 28.6 | 0.7 | |||||||||||||||||
| Foreign currency (gain) loss, net | 9.3 | 16.0 | 3.7 | |||||||||||||||||
| Other operating expense (income) | (6.0) | (9.9) | (5.8) | |||||||||||||||||
| Operating profit (loss) | 1,367.4 | 872.2 | 223.4 | |||||||||||||||||
| Interest expense, net | 150.4 | 180.1 | 147.3 | |||||||||||||||||
| Loss on extinguishment of debt | 2.4 | 0.5 | — | |||||||||||||||||
| Change in fair value of warrant liabilities | 449.2 | 157.9 | (90.9) | |||||||||||||||||
| Income (loss) before income taxes | 765.4 | 533.7 | 167.0 | |||||||||||||||||
| Income tax expense | 269.6 | 73.5 | 90.4 | |||||||||||||||||
| Net income (loss) | $ | 495.8 | $ | 460.2 | $ | 76.6 | ||||||||||||||
| Earnings (loss) per share: | ||||||||||||||||||||
| Basic | $ | 1.32 | $ | 1.21 | $ | 0.20 | ||||||||||||||
| Diluted | $ | 1.28 | $ | 1.19 | $ | (0.04) | ||||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||||||
| Basic | 376,418,933 | 380,144,059 | 376,730,519 | |||||||||||||||||
| Diluted | 386,325,058 | 386,226,267 | 378,224,051 |
See accompanying Notes to the Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
VERTIV HOLDINGS CO
(Dollars in millions)
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Net income (loss) | $ | 495.8 | $ | 460.2 | $ | 76.6 | |||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||
| Foreign currency translation | (114.1) | 67.2 | (196.8) | ||||||||||||||
| Interest rate swaps | (13.1) | (22.5) | 101.5 | ||||||||||||||
| Pension | (4.5) | (3.0) | 13.5 | ||||||||||||||
| Foreign currency exchange forwards | (12.6) | — | — | ||||||||||||||
| Other comprehensive income (loss), net of tax | (144.3) | 41.7 | (81.8) | ||||||||||||||
| Comprehensive income (loss) | $ | 351.5 | $ | 501.9 | $ | (5.2) |
See accompanying Notes to the Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
VERTIV HOLDINGS CO
(Dollars in millions)
| December 31, 2024 | December 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,227.6 | $ | 780.4 | |||||||
| Accounts receivable, less allowances of $22.4 and $29.1, respectively | 2,362.7 | 2,118.1 | |||||||||
| Inventories | 1,244.4 | 884.3 | |||||||||
| Other current assets | 267.1 | 218.7 | |||||||||
| Total current assets | 5,101.8 | 4,001.5 | |||||||||
| Property, plant and equipment, net | 625.1 | 560.1 | |||||||||
| Other assets: | |||||||||||
| Goodwill | 1,321.1 | 1,330.3 | |||||||||
| Other intangible assets, net | 1,487.1 | 1,672.9 | |||||||||
| Deferred income taxes | 303.3 | 159.8 | |||||||||
| Right-of-use assets, net | 202.1 | 173.5 | |||||||||
| Other | 92.0 | 100.4 | |||||||||
| Total other assets | 3,405.6 | 3,436.9 | |||||||||
| Total assets | $ | 9,132.5 | $ | 7,998.5 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | 21.0 | $ | 21.8 | |||||||
| Accounts payable | 1,316.4 | 986.4 | |||||||||
| Deferred revenue | 1,063.3 | 638.9 | |||||||||
| Accrued expenses and other liabilities | 612.6 | 611.8 | |||||||||
| Income taxes | 83.7 | 46.5 | |||||||||
| Total current liabilities | 3,097.0 | 2,305.4 | |||||||||
| Long-term debt, net | 2,907.2 | 2,919.1 | |||||||||
| Deferred income taxes | 240.3 | 159.5 | |||||||||
| Warrant liabilities | — | 195.0 | |||||||||
| Long-term lease liabilities | 171.4 | 142.6 | |||||||||
| Other long-term liabilities | 282.3 | 262.0 | |||||||||
| Total liabilities | 6,698.2 | 5,983.6 | |||||||||
| Equity | |||||||||||
| Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding | — | — | |||||||||
| Common stock, $0.0001 par value, 700,000,000 shares authorized, 380,703,974 and 381,788,876 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively | — | — | |||||||||
| Additional paid-in capital | 2,821.4 | 2,711.3 | |||||||||
| Accumulated deficit | (238.3) | (691.9) | |||||||||
| Accumulated other comprehensive (loss) income | (148.8) | (4.5) | |||||||||
| Total equity | 2,434.3 | 2,014.9 | |||||||||
| Total liabilities and equity | $ | 9,132.5 | $ | 7,998.5 |
See accompanying Notes to the Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOW
VERTIV HOLDINGS CO
(Dollars in millions)
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income (loss) | $ | 495.8 | $ | 460.2 | $ | 76.6 | |||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||||||||||||
| Depreciation | 81.6 | 74.3 | 72.0 | ||||||||||||||
| Amortization | 195.4 | 196.7 | 230.4 | ||||||||||||||
| Deferred income taxes | (54.5) | (131.6) | (8.6) | ||||||||||||||
| Amortization of debt discount and issuance costs | 7.0 | 7.9 | 7.5 | ||||||||||||||
| Change in fair value of warrant liabilities | 449.2 | 157.9 | (90.9) | ||||||||||||||
| Stock-based compensation | 34.6 | 25.0 | 24.7 | ||||||||||||||
| Payment of contingent consideration | — | — | (8.7) | ||||||||||||||
| Gain on sale of property, plant and equipment | — | — | (3.7) | ||||||||||||||
| Changes in operating working capital | 114.1 | 66.7 | (449.2) | ||||||||||||||
| Other | (3.9) | 43.4 | (2.9) | ||||||||||||||
| Net cash provided by (used for) operating activities | 1,319.3 | 900.5 | (152.8) | ||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Capital expenditures | (167.0) | (127.9) | (100.0) | ||||||||||||||
| Investments in capitalized software | (17.1) | (6.7) | (11.0) | ||||||||||||||
| Proceeds from disposition of property, plant and equipment | — | 12.4 | 3.9 | ||||||||||||||
| Acquisition of business | (17.6) | (28.8) | (5.0) | ||||||||||||||
| Proceeds from sale of business | — | 11.9 | — | ||||||||||||||
| Net cash provided by (used for) investing activities | (201.7) | (139.1) | (112.1) | ||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Borrowings from ABL revolving credit facility and short-term borrowings | 270.0 | 224.9 | 790.8 | ||||||||||||||
| Repayments of ABL revolving credit facility and short-term borrowings | (270.0) | (459.9) | (555.8) | ||||||||||||||
| Repayment of long-term debt | (21.1) | (27.1) | (16.4) | ||||||||||||||
| Payment of debt issuance costs | — | — | (0.6) | ||||||||||||||
| Payment of tax receivable agreement | — | — | (100.0) | ||||||||||||||
| Payment of contingent consideration | — | — | (12.8) | ||||||||||||||
| Dividend payment | (42.2) | (9.5) | (3.8) | ||||||||||||||
| Repurchase of common shares | (599.9) | — | — | ||||||||||||||
| Exercise of employee stock options | 33.0 | 27.4 | 3.1 | ||||||||||||||
| Employee taxes paid from shares withheld | (21.9) | (3.3) | (4.3) | ||||||||||||||
| Net cash provided by (used for) financing activities | (652.1) | (247.5) | 100.2 | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (21.9) | 1.5 | (9.2) | ||||||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 443.6 | 515.4 | (173.9) | ||||||||||||||
| Beginning cash, cash equivalents and restricted cash | 788.6 | 273.2 | 447.1 | ||||||||||||||
| Ending cash, cash equivalents and restricted cash | $ | 1,232.2 | $ | 788.6 | $ | 273.2 | |||||||||||
| Changes in operating working capital | |||||||||||||||||
| Accounts receivable | $ | (280.3) | $ | (277.2) | $ | (368.0) | |||||||||||
| Inventories | (369.3) | (54.0) | (211.4) | ||||||||||||||
| Other current assets | (63.7) | 4.7 | (36.6) | ||||||||||||||
| Accounts payable | 343.1 | (17.7) | 132.8 | ||||||||||||||
| Deferred revenue | 434.5 | 274.2 | 67.6 | ||||||||||||||
| Accrued expenses and other liabilities | 7.0 | 91.5 | (22.0) | ||||||||||||||
| Income taxes | 42.8 | 45.2 | (11.6) | ||||||||||||||
| Total changes in operating working capital | $ | 114.1 | $ | 66.7 | $ | (449.2) | |||||||||||
| Supplemental Disclosures | |||||||||||||||||
| Cash paid during the year for interest | $ | 155.5 | $ | 176.7 | $ | 132.8 | |||||||||||
| Cash paid during the year for income tax, net | 272.5 | 153.0 | 104.6 | ||||||||||||||
| Property and equipment acquired during the year for capital lease obligations | 7.0 | 2.9 | 4.3 | ||||||||||||||
| Noncash Supplemental Disclosure | |||||||||||||||||
| Seller provided financing for the disposition of property, plant and equipment | — | — | 12.2 |
See accompanying Notes to the Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
VERTIV HOLDINGS CO
(Dollars in millions)
| Common Share Capital | Treasury Share Capital | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Treasury Stock | Amount | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | 375,801,857 | $ | — | — | $ | — | $ | 2,597.5 | $ | (1,215.4) | $ | 35.6 | $ | 1,417.7 | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | 76.6 | — | 76.6 | ||||||||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options | 202,724 | — | — | — | 3.1 | — | — | 3.1 | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation activity, net of withholdings for tax(1) | 563,597 | — | — | — | 20.4 | — | — | 20.4 | ||||||||||||||||||||||||||||||||||||||||||
| Employee 401K match with Vertiv stock | 800,659 | — | — | — | 9.7 | — | — | 9.7 | ||||||||||||||||||||||||||||||||||||||||||
| Dividend payment | — | — | — | — | — | (3.8) | — | (3.8) | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | (81.8) | (81.8) | ||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | 377,368,837 | $ | — | — | $ | — | $ | 2,630.7 | $ | (1,142.6) | $ | (46.2) | $ | 1,441.9 | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | 460.2 | — | 460.2 | ||||||||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options | 2,122,710 | — | — | — | 27.4 | — | — | 27.4 | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation activity, net of withholdings for tax(2) | 420,170 | — | — | — | 21.7 | — | — | 21.7 | ||||||||||||||||||||||||||||||||||||||||||
| Employee 401K match with Vertiv stock | 508,965 | — | — | — | 9.9 | — | — | 9.9 | ||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants(3) | 1,368,194 | — | — | — | 21.6 | — | — | 21.6 | ||||||||||||||||||||||||||||||||||||||||||
| Dividend payment | — | — | — | — | — | (9.5) | — | (9.5) | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | 41.7 | 41.7 | ||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | 381,788,876 | $ | — | — | $ | — | $ | 2,711.3 | $ | (691.9) | $ | (4.5) | $ | 2,014.9 | ||||||||||||||||||||||||||||||||||||
| Net Income (loss) | — | — | — | — | — | 495.8 | — | 495.8 | ||||||||||||||||||||||||||||||||||||||||||
| Exercise of employee stock options | 2,509,946 | — | — | — | 33.0 | — | — | 33.0 | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation activity, net of withholdings for tax(4) | 532,821 | — | — | — | 22.1 | — | — | 22.1 | ||||||||||||||||||||||||||||||||||||||||||
| Employee 401K match with Vertiv stock | 136,254 | — | — | — | 10.7 | — | — | 10.7 | ||||||||||||||||||||||||||||||||||||||||||
| Dividend payments | — | — | — | — | — | (42.2) | — | (42.2) | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock(5) | (9,076,444) | — | 9,076,444 | (605.9) | 6.0 | — | — | (599.9) | ||||||||||||||||||||||||||||||||||||||||||
| Retirement of common stock | — | — | (9,076,444) | 605.9 | (605.9) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants(6) | 4,812,521 | — | — | — | 644.2 | — | — | 644.2 | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | (144.3) | (144.3) | ||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 380,703,974 | $ | — | — | $ | — | $ | 2,821.4 | $ | (238.3) | $ | (148.8) | $ | 2,434.3 |
(1)Net stock compensation activity includes 876,358 vested shares offset by 312,761 shares withheld for taxes valued at $4.3 and stock-based compensation of $24.7.
(2)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.
(3)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.
(4)Net stock compensation activity includes 778,510 of vested shares offset by 245,689 shares withheld for taxes valued at $21.9, and stock-based compensation of $34.6 and employee incentive compensation of $9.4 awarded in fully vested shares.
(5)Repurchase of common stock activity includes common stock valued at $599.9 and a 1% excise tax accrual of $6.0. Accrual was subsequently reversed due to fair value of common stock issued in 2024 exceeding the value of common stock repurchased.
(6)On December 6, 2024, Cote SPAC I LLC elected to exercise 5,266,667 warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock.
See accompanying Notes to the Consolidated Financial Statements
(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Dollars in millions except for per share data and as otherwise noted)
Description of Business
Vertiv Holdings Co (“Holdings Co”, and together with its majority-owned subsidiaries, “Vertiv”, “we”, “our”, or “the Company”), formerly known as GS Acquisition Holdings Corp (“GSAH”), provides mission-critical digital infrastructure technologies and life cycle services primarily for data centers, communication networks, and commercial and industrial environments. 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. Vertiv manages and reports results of operations for three business segments: Americas; Asia Pacific; and Europe, Middle East & Africa.
Holdings Co was originally incorporated in Delaware on April 25, 2016 as GSAH, a special purpose acquisition company which consummated its initial public offering (the “IPO”) in June of 2018.
On February 7, 2020 (the “Closing Date”), Vertiv Holdings Co consummated its previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of December 10, 2019 (the “Merger Agreement”), by and among GSAH, Vertiv Holdings, LLC, a Delaware limited liability company (“Vertiv Holdings”), VPE Holdings, LLC, a Delaware limited liability company (the “Vertiv Stockholder”), Crew Merger Sub I LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“First Merger Sub”), and Crew Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“Second Merger Sub”), which continued as the surviving entity and was named “Vertiv Holdings, LLC” (the “Business Combination”).
In connection with the Business Combination, GSAH changed its name to Vertiv Holdings Co and changed the trading symbols for its units, each unit representing one share of Class A common stock and one-third of one redeemable Warrant to acquire one share of Class A common stock, that were issued in the IPO (less the number of units that have been separated into the underlying shares of Class A common stock and underlying Warrants (the “Public Warrants”) upon the request of the holder thereof) (the “units”). Class A common stock and Public Warrants on the NYSE were changed from “GSAH.U,” “GSAH” and “GSAH WS,” to “VERT.U,” “VRT” and “VRT WS,” respectively. As a result of the Business Combination, Vertiv Holdings Co became the owner, directly or indirectly, of all of the assets of Vertiv and its subsidiaries, and the Vertiv Stockholder holds a portion of the Company’s Class A common stock.
The Business Combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. This determination was primarily based on post Business Combination relative voting rights, composition of the governing board, management, and intent of the Business Combination. Under this method of accounting, GSAH was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Vertiv issuing stock for the net assets of GSAH, which primarily consisted of cash held in its trust account, accompanied by a recapitalization. The net assets of the Company were stated at historical cost, with no goodwill or other intangible assets recorded. Reported amounts from operations included herein prior to the Business Combination are those of Vertiv.
Basis of Presentation
The Consolidated Financial Statements include the accounts of the Company and its subsidiaries in which it has a controlling interest. All intercompany accounts and transactions have been eliminated in consolidation. In addition certain prior year amounts have been reclassed to conform with current year presentation. The Company’s Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses as well as related disclosures. On an ongoing basis, the Company evaluates its estimates and assumptions based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions due to among other reasons, the continued uncertainty of general economic conditions that have impacted, and may continue to impact, our sales channels, supply chain, manufacturing operations, workforce, or other key aspects of our operations.
Revenue recognition
The Company recognizes revenue from the sale of manufactured products and services when control of promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. The majority of the Company’s sales agreements contain performance obligations satisfied at a point in time when control is transferred to the customer. Sales for service contracts, including installation, inventory with no alternative use and an enforceable right of payment upon customer termination and other discrete services, generally are recognized over time as the services are provided. Payments received in advance for service arrangements are recorded as deferred revenue and recognized in net sales when the revenue recognition criteria are met. Unbilled revenue is recorded when performance obligations have been satisfied, but the Company does not have present right to payment.
For agreements with multiple performance obligations, the Company is required to determine whether performance obligations specified in these agreements are distinct and should be accounted for as separate revenue transactions for recognition purposes. In these types of agreements we allocate sales price to each distinct obligation on a relative stand-alone selling price basis. The majority of revenue from arrangements with multiple performance obligations is recognized when tangible products are delivered, with smaller portions for associated installation and commissioning recognized shortly thereafter. Generally, contract duration is short term, and cancellation, termination or refund provisions apply only in the event of contract breach. These provisions have historically not been invoked.
Payment terms vary by the type and location of the customer and the products or services offered. Revenue from our sales have not been adjusted for the effects of a financing component as we expect that the period between when we transfer control of the product and when we receive payment to be one year or less. Sales, value add, and other taxes collected concurrent with revenue are excluded from sales. The Company records amounts billed to customers for shipping and handling in a sales transaction as revenue. Shipping and handling costs are treated as fulfillment costs and are included in costs of sales.
The Company records reductions to sales for prompt payment discounts, customer and distributor incentives including rebates, and returns at the time of the initial sale. Rebates are estimated based on sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. Returns are estimated at the time of the sale primarily based on historical experience and recorded gross on the consolidated balance sheet.
Sales commissions are expensed when the amortization period is less than a year and are generally not capitalized as they are typically earned at the completion of the contract when the customer is invoiced or when the customer pays Vertiv. We typically offer warranties that are consistent with standard warranties in the jurisdictions where we sell our goods and services. Our warranties are generally assurance type warranties for which we promise that our goods and services meet contract specifications. In limited circumstances, we sell warranties that extend the warranty coverage beyond the standard coverage offered on specific products. Sales for these separately-priced warranties are recorded based on their stand-alone selling price and are recognized as revenue over the length of the warranty period.
Foreign Currency Translation
The functional currency for substantially all of the Company’s non-U.S. subsidiaries is the local currency. Adjustments resulting from translating local currency financial statements into U.S. dollars are reflected in accumulated other comprehensive income (loss). Transactions denominated in currencies other than the subsidiaries’ functional currencies are subject to changes in exchange rates with resulting gains/losses recorded in net earnings (loss).
Cash and Cash Equivalents
Cash and cash equivalents are reflected on the Consolidated Balance Sheets and consist of highly liquid investments with original maturities of three months or less.
The following table provides a reconciliation of the amount of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets. Restricted cash represents cash collateral for bank guarantees.
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||||||||||
| Cash and cash equivalents | $ | 1,227.6 | $ | 780.4 | $ | 260.6 | |||||||||||
| Restricted cash included in other current assets | 4.6 | 8.2 | 12.6 | ||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | 1,232.2 | $ | 788.6 | $ | 273.2 |
Accounts Receivable and Allowance for Credit Losses
The Company’s accounts receivable are derived from customers located in the U.S. and numerous foreign jurisdictions. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers. The Company establishes an allowance for credit losses on receivable based on historical experience, current and expected future market conditions, and any specific customer collection issues that the Company has identified. Write-offs are recorded against the allowance for credit losses when all reasonable efforts for collection have been exhausted.
The change in allowance for credit losses is as follows:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Beginning balance | $ | 29.1 | $ | 18.4 | $ | 14.1 | |||||||||||
| Provision charged to expense | 1.6 | 11.3 | 5.6 | ||||||||||||||
| Deductions | (8.3) | (0.6) | (1.3) | ||||||||||||||
| Ending balance | $ | 22.4 | $ | 29.1 | $ | 18.4 |
Inventories
Inventories are stated at the lower of cost, using the first-in, first-out method, or net realizable value and the majority is valued based on standard costs. The remainder is valued based on average actual costs. Standard costs are revised at the beginning of each fiscal year. The impact from annually resetting standards, as well as operating variances incurred throughout the year, are allocated to inventories and recognized in cost of sales as product is sold.
The following are the components of inventory:
| December 31, 2024 | December 31, 2023 | ||||||||||
| Inventories | |||||||||||
| Finished products | $ | 400.8 | $ | 261.6 | |||||||
| Raw materials | 564.7 | 484.3 | |||||||||
| Work in process | 278.9 | 138.4 | |||||||||
| Total inventories | $ | 1,244.4 | $ | 884.3 |
The change in inventory obsolescence is as follows:
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||||||||||
| Beginning balance | $ | 59.0 | $ | 56.0 | $ | 56.2 | |||||||||||
| Provision charged to expense | 46.7 | 28.8 | 30.1 | ||||||||||||||
| Write-offs and other | (31.9) | (25.8) | (30.3) | ||||||||||||||
| Ending balance | $ | 73.8 | $ | 59.0 | $ | 56.0 |
Fair Value Measurement
Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, establishes a formal hierarchy and framework for measuring certain financial statement items at fair value, and requires disclosures about fair value measurements and the reliability of valuation inputs. Under ASC 820, measurement assumes the transaction to sell an asset or transfer a liability occurs in the principal or at least the most advantageous market for that asset or liability. Within the hierarchy, Level 1 instruments use observable market prices for the identical item in active markets and have the most reliable valuations. Level 2 instruments are valued through broker/dealer quotation or through market-observable inputs for similar items in active markets, including forward and spot prices, interest rates and volatilities. Level 3 instruments are valued using inputs not observable in an active market, such as company-developed future cash flow estimates, and are considered the least reliable. The carrying value approximates fair value for cash and cash equivalents, accounts receivable and accounts payable because of the relatively short-term maturity of these instruments.
Debt Issuance Costs, Premiums and Discounts
Debt issuance costs, premiums and discounts are amortized into interest expense over the terms of the related loan agreements using the effective interest method or other methods which approximate the effective interest method. Debt issuance costs related to a recognized debt liability are presented on the balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with discounts.
Property, Plant and Equipment and Definite Lived Intangible Assets
The Company records investments in land, buildings, and machinery and equipment at cost, which includes the then fair values of assets acquired in business combinations. Depreciation is computed principally using the straight-line method over estimated service lives, which are 30 to 40 years for buildings and 10 to 12 years for machinery and equipment. The Company’s definite lived identifiable intangible assets that are subject to amortization are amortized on a straight-line basis over their estimated useful lives. Definite lived identifiable intangibles consist of intellectual property such as patented and unpatented technology and trademarks, customer relationships and capitalized software. Definite lived identifiable intangible assets are also subject to evaluation for potential impairment if events or circumstances indicate the carrying value may not be recoverable. Long-lived tangible and intangible assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment losses are recognized based on estimated fair values if the sum of expected future undiscounted cash flows of the related assets is less than the carrying values.
Following are the components of property, plant and equipment:
| December 31, 2024 | December 31, 2023 | ||||||||||
| Property, plant and equipment, net(1) | |||||||||||
| Machinery and equipment | $ | 570.1 | $ | 479.7 | |||||||
| Buildings | 362.1 | 343.6 | |||||||||
| Land | 39.4 | 41.3 | |||||||||
| Construction in progress | 87.5 | 67.5 | |||||||||
| Property, plant and equipment, at cost | 1,059.1 | 932.1 | |||||||||
| Less: Accumulated depreciation | (434.0) | (372.0) | |||||||||
| Property, plant and equipment, net | $ | 625.1 | $ | 560.1 |
(1) Property, plant and equipment, net in the United States was $148.8 and $142.4 as of December 31, 2024 and 2023, respectively.
Goodwill
Assets and liabilities acquired in business combinations are accounted for using the acquisition method and recorded at their respective fair values. Goodwill represents the excess of consideration paid over the net assets acquired and is assigned to the reporting unit that acquires the business. A reporting unit is an operating segment as defined in ASC 280, Segment Reporting, or a business one level below an operating segment if discrete financial information for that business is prepared and regularly reviewed by segment management. The Company conducts annual impairment tests of goodwill in the fourth quarter or more frequently if events or circumstances indicate a reporting unit’s fair value may be less than its carrying value. The Company may assess goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of the reporting unit is greater than it’s carrying value. If an initial qualitative assessment indicates it is more likely than not goodwill may be impaired, a quantitative impairment analysis is performed to evaluate the reporting unit’s estimated fair value compared to its carrying value. If its carrying value exceeds its estimated fair value, goodwill impairment is recognized to the extent that the carrying value exceeds the fair value of the reporting unit. Estimated fair values of the reporting unit are Level 3 measures and are developed using a weighting of the discounted cash flow approach, the comparable public company approach and the comparable acquisition approach. The Company performed our annual goodwill impairment using the qualitative approach for each reporting unit for the year ended December 31, 2024 and no impairment charges were reported, see “Note 5 – Goodwill and Other Intangibles” for additional information.
Finite-lived Intangible assets
Finite-lived intangible assets principally consist of certain customer relationships, developed technology, capitalized software and trademarks. These intangible assets are amortized on a straight-line basis over their estimated useful lives. The cost of customer relationships is amortized principally over 10 to 13 years, developed technology over 5 to 10 years, capitalized software over 5 years, and trademarks over 5 to 10 years. The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company monitors these changes and events on at least a quarterly basis.
Other indefinite-lived intangible asset
Indefinite lived intangible assets consist of a trademark which is also evaluated annually in the fourth quarter for impairment or upon the occurrence of a triggering event. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, the asset is written down to its fair value and the amount of the write down is the impairment charge. When a quantitative analysis is performed, the Company tests these assets using a “relief-from-royalty” valuation method to determine the fair value. Significant assumptions inherent in the valuation methodologies include, but are not limited to, future projected business results, growth rates, the discount rate for a market participant, and royalty rates. Similar to its annual assessment for goodwill, the Company performed a qualitative test for impairment in the current year resulting in no impairment charges for the year ended December 31, 2024.
Product Warranties
Warranties generally extend for one to two years from the date of sale. Provisions for warranty are determined primarily based on historical warranty cost as a percentage of sales, adjusted for specific issues that may arise.
Product warranty expense is approximately one percent of product sales and the product warranty accrual is reflected in "Accrued expenses and other liabilities" on the Consolidated Balance Sheets.
The change in product warranty accrual is as follows:
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||||||||||
| Beginning balance | $ | 26.1 | $ | 25.6 | $ | 30.0 | |||||||||||
| Provision charge to expense | 25.7 | 22.7 | 16.0 | ||||||||||||||
| Paid/utilized | (24.3) | (22.2) | (20.4) | ||||||||||||||
| Ending balance | $ | 27.5 | $ | 26.1 | $ | 25.6 |
Private Placement Warrants
Simultaneously with the closing of the IPO of GSAH in June 2018 (prior to the Business Combination in 2020), GSAH closed the private placement of an aggregate of 10,533,333 warrants, each exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Private Placement Warrants”), initially issued to GS DC Sponsor I LLC, a Delaware limited liability company.
On February 24, 2023, 5,266,666 warrants were exercised 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. On December 6, 2024, 5,266,667 warrants were exercised on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of December 31, 2024, there are no outstanding Private Placement Warrants.
The Warrants were classified as a liability at fair value on the Company’s Consolidated Balance Sheet at December 31, 2023 and the change in the fair value of such liability in each period is recognized as a gain or loss in the Company’s Consolidated Statements of Earnings (Loss). The Warrants are deemed equity instruments for income tax purposes. The Private Placement Warrants were valued using a Black-Scholes-Merton pricing model as described in “Note 12 - Financial Instruments and Risk Management” to the Consolidated Financial Statements.
Derivative Instruments and Hedging Activities
In the normal course of business, the Company is exposed to changes in interest rates, foreign currency exchange rates and commodity prices due to its worldwide presence, business profile and long-term debt agreements. The Company’s foreign currency exposures relate to transactions denominated in currencies that differ from the functional currencies of its subsidiaries. Primary commodity exposures are price fluctuations on forecasted purchases of copper and aluminum and related products. As part of the Company’s risk management strategy, derivative instruments can be selectively used in an effort to minimize the impact of these exposures. All derivatives are associated with specific underlying exposures and the Company does not hold derivatives for trading or speculative purposes. The duration of hedge positions is generally less than one year.
All derivatives are accounted for under ASC 815, Derivatives and Hedging, and recognized at fair value as assets or liabilities in the Consolidated Balance Sheets. For derivatives hedging variability in future cash flows, the gain or loss is deferred in equity as a component of accumulated other comprehensive (loss) income and recognized when the underlying transaction impacts earnings. For derivatives hedging the fair value of existing assets or liabilities, both the gain or loss on the derivative and the offsetting loss or gain on the hedged item are recognized in earnings each period. The Company also uses derivatives to hedge economic exposures that are not designated as accounting hedges under ASC 815. The underlying exposures for these hedges relate primarily to the revaluation of certain foreign-currency denominated assets and liabilities. Gains or losses of these economic hedges, as well as any gains or losses on derivative instruments not designated as hedges, are recognized in the Consolidated Statements of Earnings (Loss) immediately.
The Company may enter into net investment hedges of their foreign subsidiaries. The Company utilizes intercompany foreign currency denominated debt to hedge its investment in certain foreign subsidiaries and affiliates. Realized and unrealized translation adjustments from these hedges are included in the Consolidated Statements of Shareholders’ Equity (Deficit) in the foreign currency translation adjustment of “Foreign currency (gain) loss, net” which offsets the translation adjustments on the underlying net assets of foreign subsidiaries also recorded in “Other Comprehensive income (loss), net of tax”.
The Company designated certain interest rate swaps with a notional amount of $1,000.0 as cash flow hedges until maturity, which corresponds with the maturity of the Term Loan Credit Agreement in 2027. The Company uses interest rate swaps to manage the interest rate mix of our total debt portfolio and related overall cost of borrowing. The interest rate swaps are valued using the secured overnight financing rate ("SOFR") yield curves at the reporting date and are classified in Level 2. Counterparties to these contracts are highly rated financial institutions. At December 31, 2024 and 2023 interest rate swap agreements designated as cash flow hedges effectively swapped a notional amount of $1,000.0, of SOFR based floating rate debt for fixed rate debt. See “Note 12 – Financial instruments and Risk Management” for additional information.
The Company may enter into derivative financial instruments designed to hedge the exposure to changes in foreign currency exchange rates. The Company values foreign currency exchange swaps using broker quotations or market transactions on the listed or over-the-counter market, as such, these derivative instruments are classified in Level 2. When the derivative instrument qualifies as a cash flow hedge, changes in the fair value are deferred through other comprehensive income. The Company reclassifies the gain or loss associated with the cash flow hedges into earnings when the underlying exposure affects earnings. At December 31, 2024, we have derivative instruments which hedge our exposure to certain foreign currency exchange rates with a notional amount of $129.0. See “Note 12 – Financial Instruments and Risk Management” for additional information.
The Company enters into derivative instruments designed to hedge anticipated purchases of aluminum and copper. As of December 31, 2024, we have hedged notional amounts of 10,730.0 and 7,330.0 metric tons, respectively. The Company values these instruments using broker quotations, market transactions or option pricing model based on observable market inputs, as such, these derivative instruments are classified in Level 2. See “Note 12 – Financial Instruments and Risk Management” for additional information.
As of December 31, 2024 and 2023 there are some currency hedges not designated in hedge accounting relationships. Accordingly, the Company recognized mark-to-market gains (losses) of $(2.5), $(0.8), and $0.4 for the years ended December 31, 2024, 2023, and 2022, respectively, within “Other operating expense (income)” in the Consolidated Statements of Earnings (Loss). The fair values of the outstanding risk management derivatives were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts.
Income Taxes
The provision for income taxes is determined using the asset and liability approach of ASC 740 by jurisdiction on a legal entity by legal entity basis. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are measured using enacted rates in effect for the year in which the temporary differences are expected to be recovered or settled. The impact of a change in income tax rates on deferred tax assets and liabilities is recognized in earnings in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The tax carryforwards reflected in the Company’s Consolidated Financial Statements have been determined using the separate return method. The tax carryforwards include net operating losses and tax credits.
The Company’s extensive operations and the complexity of global tax regulations require assessments of uncertainties in estimating the taxes the Company will ultimately pay. The Company recognizes liabilities for anticipated tax uncertainties in the U.S. and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due.
As of December 31, 2024 and 2023, the Company has provided for U.S. federal income taxes, foreign withholding and other taxes on outside basis differences in certain foreign subsidiaries that are not indefinitely reinvested. Certain earnings of foreign affiliates continue to be indefinitely reinvested, but determining the impact was not practicable due to interaction with other tax laws and regulations in the year of inclusion.
Commitments and Contingencies
Certain conditions may exist as of the date of the financial statements which may result in a loss to the Company, but will only be resolved when one or more future events occur or fail to occur. Such liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when the Company assesses that it is probable that a future liability has been incurred and the amount can be reasonably estimated. Recoveries of costs from third parties, which the Company assesses as being probable of realization, are recorded to the extent of related contingent liabilities accrued. Legal costs incurred in connection with matters relating to contingencies are expensed in the period incurred. The Company records gain contingencies when realized.
Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07: Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. This ASU provides amendments by requiring disclosure of incremental segment information on an annual and interim basis. The amendments are effective in fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company has expanded our current segment information in accordance with this standard, refer to "Note 14 - Segment Information".
In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740) Improvements to Income Tax Disclosures. This ASU provides amendments that require entities to annually disclose specific rate reconciliation categories, additional details for significant reconciling items exceeding 5%, and comprehensive breakdowns of income taxes paid by jurisdiction. The amendments are effective in fiscal years beginning after December 15, 2024. The Company does not expect the adoption to have a material impact on its Consolidated Financial Statements.
In November 2024, the FASB issues ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU provides amendments that require entities to disclose additional information about specific expense categories in the notes to the financial statements on an annual and interim basis. The amendments are effective in fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact on its Consolidated Financial Statements.
(2) ACQUISITION
CoolTera Ltd.
On December 4, 2023, the Company entered into a sale and purchase agreement to acquire CoolTera Ltd. The transaction closed on December 8, 2023. CoolTera is a global provider of liquid cooling infrastructure solutions, and designs and manufactures coolant distribution units, secondary fluid networks, and manifolds for data center liquid cooling solutions. The acquisition of CoolTera brings advanced cooling technology, deep domain expertise, controls and systems, and manufacturing and testing for high density compute cooling requirements to the company's existing thermal management portfolio.
(3) REVENUE
The Company recognizes revenue from the sale of manufactured products and services when control of promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Products
The Company identifies delivery of products as performance obligations. Such products include AC and DC power management, thermal management, low/medium voltage switchgear, busbar, integrated modular solutions, hardware for managing IT equipment, racks, rack power, rack power distribution, rack thermal systems, and configurable integrated solutions. The Company generally satisfies these performance obligations and recognizes revenue for these products at a point in time when control has transferred to the customer. The transfer of control generally occurs when the product has been shipped or delivery has occurred, depending on shipping terms.
For customized products that the customer controls at the customer’s site while the Company builds and customizes the product, the Company recognizes revenue over time because the customer obtains control of the asset as it is built. For these products, the Company uses an input method to recognize revenue based on costs incurred relative to total estimated project costs as this represents the most faithful measure of the goods transferred to the customer.
Services & spares
Services include preventative maintenance, acceptance testing, engineering and consulting, performance assessments, remote monitoring, training, spare parts, and critical digital infrastructure software. Services are generally recognized as the services are provided, or straight-line for stand-ready contracts, because the customer simultaneously receives and consumes the benefit as we perform the services. The Company recognizes revenue for software applications at a point in time upon transfer of the software and monitoring services are recognized over time.
Disaggregation of Revenues
Prior to 2024, the Company previously reported critical infrastructure & solutions and integrated rack solutions revenue separately. In 2024, the previously reported revenue for those product and service offerings are combined and reported as products as they are now collectively managed together. Prior period amounts have been reclassified to conform with the current year presentation.
The following table disaggregates revenue by business segment, product and service offering and timing of transfer of control:
| Year Ended December 31, 2024 | |||||||||||||||||||||||
| Americas | Asia Pacific | Europe, Middle East, & Africa | Total | ||||||||||||||||||||
| Sales by Product and Service Offering: | |||||||||||||||||||||||
| Products | $ | 3,579.1 | $ | 1,248.5 | $ | 1,417.6 | $ | 6,245.2 | |||||||||||||||
| Services & spares | 921.5 | 469.3 | 375.8 | 1,766.6 | |||||||||||||||||||
| Total | $ | 4,500.6 | $ | 1,717.8 | $ | 1,793.4 | $ | 8,011.8 | |||||||||||||||
| Timing of revenue recognition: | |||||||||||||||||||||||
| Products and services transferred at a point in time | $ | 3,474.6 | $ | 1,252.1 | $ | 1,021.6 | $ | 5,748.3 | |||||||||||||||
| Products and services transferred over time | 1,026.0 | 465.7 | 771.8 | 2,263.5 | |||||||||||||||||||
| Total | $ | 4,500.6 | $ | 1,717.8 | $ | 1,793.4 | $ | 8,011.8 |
| Year Ended December 31, 2023 | |||||||||||||||||||||||
| Americas | Asia Pacific | Europe, Middle East, & Africa | Total | ||||||||||||||||||||
| Sales by Product and Service Offering: | |||||||||||||||||||||||
| Products | $ | 3,021.2 | $ | 1,098.1 | $ | 1,151.9 | $ | 5,271.2 | |||||||||||||||
| Services & spares | 823.3 | 429.7 | 339.0 | 1,592.0 | |||||||||||||||||||
| Total | $ | 3,844.5 | $ | 1,527.8 | $ | 1,490.9 | $ | 6,863.2 | |||||||||||||||
| Timing of revenue recognition: | |||||||||||||||||||||||
| Products and services transferred at a point in time | $ | 2,932.3 | $ | 1,163.9 | $ | 942.4 | $ | 5,038.6 | |||||||||||||||
| Products and services transferred over time | 912.2 | 363.9 | 548.5 | 1,824.6 | |||||||||||||||||||
| Total | $ | 3,844.5 | $ | 1,527.8 | $ | 1,490.9 | $ | 6,863.2 |
| Year Ended December 31, 2022 | |||||||||||||||||||||||
| Americas | Asia Pacific | Europe, Middle East, & Africa | Total | ||||||||||||||||||||
| Sales by Product and Service Offering: | |||||||||||||||||||||||
| Products | $ | 1,974.0 | $ | 1,159.6 | $ | 1,077.3 | $ | 4,210.9 | |||||||||||||||
| Services & spares | 754.6 | 441.7 | 284.3 | 1,480.6 | |||||||||||||||||||
| Total | $ | 2,728.6 | $ | 1,601.3 | $ | 1,361.6 | $ | 5,691.5 | |||||||||||||||
| Timing of revenue recognition: | |||||||||||||||||||||||
| Products and services transferred at a point in time | $ | 1,925.0 | $ | 1,242.6 | $ | 985.7 | $ | 4,153.3 | |||||||||||||||
| Products and services transferred over time | 803.6 | 358.7 | 375.9 | 1,538.2 | |||||||||||||||||||
| Total | $ | 2,728.6 | $ | 1,601.3 | $ | 1,361.6 | $ | 5,691.5 |
The opening and closing balances of current and long-term deferred revenue are as follows:
| Balances at December 31, 2024 | Balances at December 31, 2023 | ||||||||||
| Deferred revenue - current | $ | 1,063.3 | $ | 638.9 | |||||||
| Deferred revenue - noncurrent (1) | 91.3 | 61.8 | |||||||||
(1) Noncurrent deferred revenue is recorded within “Other long-term liabilities” on the Consolidated Balance Sheets.
Deferred revenue - noncurrent consists primarily of maintenance, extended warranty and other service contracts. The Company expects to recognize revenue of $43.5, $26.6 and $21.2 in the years ending December 31, 2026, 2027, and thereafter, respectively.
(4) RESTRUCTURING COSTS
Restructuring costs include expenses associated with the Company’s efforts to continually improve operational efficiency and reposition its assets to remain competitive on a worldwide basis. Plant closing and other costs include lease and contract termination costs of moving fixed assets, employee training, relocation, and facility costs. These costs are recorded in “Restructuring costs” on the Consolidated Statements of Earnings (Loss).
Restructuring costs by business segment were as follows:
| December 31, 2024(1) | December 31, 2023 | December 31, 2022 | |||||||||||||||
| Americas | $ | (7.3) | $ | 6.0 | $ | 1.9 | |||||||||||
| Asia Pacific | 1.2 | 14.1 | (1.7) | ||||||||||||||
| Europe, Middle East & Africa | 14.1 | 3.7 | 0.7 | ||||||||||||||
| Corporate | (2.7) | 4.8 | (0.2) | ||||||||||||||
| Total | $ | 5.3 | $ | 28.6 | $ | 0.7 |
(1) During the year ended December 31, 2024 restructuring reserves were adjusted due to new restructuring activities in Europe, Middle East & Africa and slightly offset by a change in restructuring plans previously recorded in Americas.
The Company has an on-going multi-year restructuring program to align its cost structure to support margin expansion targets. The program includes workforce reductions and footprint optimization across all segments. The current liability and non-current liability for estimated restructuring costs is recorded in "Accrued expenses and other liabilities” and "Other long-term liabilities", respectively, on the Consolidated Balance Sheets. As of December 31, 2024, the non-current liability for estimated restructuring costs primarily decreased by $6.5 due to a change in restructuring plans.
The change in the current liability for restructuring costs for the year ended December 31, 2024 were as follows:
| December 31, 2023 | Paid/Utilized | Expense | December 31, 2024 | ||||||||||||||||||||
| Severance and benefits | $ | 25.1 | $ | (12.8) | $ | (2.0) | $ | 10.3 | |||||||||||||||
| Plant closing and other | 0.1 | (13.8) | 13.8 | 0.1 | |||||||||||||||||||
| Total | $ | 25.2 | $ | (26.6) | $ | 11.8 | $ | 10.4 |
The change in the current liability for restructuring costs for the year ended December 31, 2023 were as follows:
| December 31, 2022 | Paid/Utilized | Expense | December 31, 2023 | ||||||||||||||||||||
| Severance and benefits | $ | 15.3 | $ | (17.2) | $ | 27.0 | $ | 25.1 | |||||||||||||||
| Plant closing and other | 0.1 | (1.6) | 1.6 | 0.1 | |||||||||||||||||||
| Total | $ | 15.4 | $ | (18.8) | $ | 28.6 | $ | 25.2 |
(5) GOODWILL AND OTHER INTANGIBLES
The change in the carrying value of goodwill by segment follows:
| Americas | Asia Pacific | Europe, Middle East & Africa | Total | |||||||||||||||||||||||
| Balance, December 31, 2022 | $ | 634.3 | $ | 47.1 | $ | 603.3 | $ | 1,284.7 | ||||||||||||||||||
| Acquisition/Divestiture(1) | — | — | 24.5 | 24.5 | ||||||||||||||||||||||
| Foreign currency translation and other | 1.0 | (0.7) | 20.8 | 21.1 | ||||||||||||||||||||||
| Balance, December 31, 2023 | $ | 635.3 | $ | 46.4 | $ | 648.6 | $ | 1,330.3 | ||||||||||||||||||
| Acquisition(2) | — | 8.7 | — | 8.7 | ||||||||||||||||||||||
| Foreign currency translation and other | (1.6) | (1.2) | (15.1) | (17.9) | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | 633.7 | $ | 53.9 | $ | 633.5 | $ | 1,321.1 |
(1) Represents the goodwill acquired in December 2023 related to CoolTera Ltd., refer to "Note 2 - Acquisition" for additional information, offset by the write-off of goodwill associated with the disposition of a technical furniture business.
(2) Represents the goodwill acquired through an acquisition in December 2024.
The gross carrying amount and accumulated amortization of identifiable intangible assets by major class follow:
| As of December 31, 2024 | Gross | Accumulated Amortization | Net | |||||||||||||||||
| Customer relationships | $ | 1,740.1 | $ | (829.6) | $ | 910.5 | ||||||||||||||
| Developed technology | 492.3 | (302.9) | 189.4 | |||||||||||||||||
| Capitalized software | 121.0 | (86.9) | 34.1 | |||||||||||||||||
| Trademarks | 96.9 | (41.7) | 55.2 | |||||||||||||||||
| Other | 43.7 | (36.9) | 6.8 | |||||||||||||||||
| Total finite-lived identifiable intangible assets | $ | 2,494.0 | $ | (1,298.0) | $ | 1,196.0 | ||||||||||||||
| Indefinite-lived trademarks | 291.1 | — | 291.1 | |||||||||||||||||
| Total intangible assets | $ | 2,785.1 | $ | (1,298.0) | $ | 1,487.1 | ||||||||||||||
| As of December 31, 2023 | Gross | Accumulated Amortization | Net | |||||||||||||||||
| Customer relationships | $ | 1,768.6 | $ | (710.7) | $ | 1,057.9 | ||||||||||||||
| Developed technology | 494.3 | (261.2) | 233.1 | |||||||||||||||||
| Capitalized software | 111.2 | (82.6) | 28.6 | |||||||||||||||||
| Trademarks | 88.9 | (35.9) | 53.0 | |||||||||||||||||
| Other | 45.5 | (37.3) | 8.2 | |||||||||||||||||
| Total finite-lived identifiable intangible assets | $ | 2,508.5 | $ | (1,127.7) | $ | 1,380.8 | ||||||||||||||
| Indefinite-lived trademarks | 292.1 | — | 292.1 | |||||||||||||||||
| Total intangible assets | $ | 2,800.6 | $ | (1,127.7) | $ | 1,672.9 |
Total intangible asset amortization expense for the years ended December 31, 2024, 2023 and 2022 was $195.4, $196.7, and $230.4, respectively.
Based on intangible asset balances as of December 31, 2024, expected amortization expense is as follows:
| 2025 | 2026 | 2027 | 2028 | 2029 | ||||||||||||||||||||||
| $ | 200.3 | $ | 190.2 | $ | 157.7 | $ | 145.6 | $ | 94.5 |
Annual Goodwill Impairment Analysis
The Company performed a qualitative impairment test for all of its reporting units during the fourth quarter of 2024. Based on the results of our qualitative impairment assessment, we concluded that it is more likely than not that the fair value of each reporting unit exceeded their carrying value and, therefore, our goodwill was not impaired as of December 31, 2024.
(6) DEBT
Long-term debt, net of current portion, consisted of the following as of December 31, 2024 and 2023:
| December 31, 2024 | December 31, 2023 | ||||||||||
| Term Loan due 2027 at 6.19% and 7.97% at December 31, 2024 and 2023, respectively | $ | 2,097.0 | $ | 2,118.1 | |||||||
| Senior Secured Notes due 2028 at 4.125% at both December 31, 2024 and 2023, respectively | 850.0 | 850.0 | |||||||||
| Unamortized discount and issuance costs | (18.8) | (27.2) | |||||||||
| 2,928.2 | 2,940.9 | ||||||||||
| Less: Current Portion | (21.0) | (21.8) | |||||||||
| Total long-term debt, net of current portion | $ | 2,907.2 | $ | 2,919.1 |
Contractual maturities of the Company’s debt obligations as of December 31, 2024 are shown below:
| 2025 | $ | 21.0 | |||
| 2026 | 21.0 | ||||
| 2027 | 2,055.0 | ||||
| 2028 | 850.0 | ||||
| 2029 | — | ||||
| Total | $ | 2,947.0 |
Term Loan Due 2027
Subject to certain conditions and without consent of the then-existing Term Lenders (but subject to the receipt of commitments), Vertiv Group Corporation (the "Borrower"), a wholly-owned subsidiary of Vertiv Holdings Co ("Holdings Co"), may incur additional loans under the Term Loan Credit Agreement (as an increase to the Term Loan or as one or more new tranches of term loans) (“Incremental Term Loans”) in an aggregate principal amount of up to the sum of (a) the greater of $325.0 and 60.0% of Consolidated EBITDA (as defined in the Term Loan Credit Agreement), plus (b) an amount equal to the sum of all voluntary prepayments, repurchases and redemptions of pari passu term loans borrowed under the Term Loan Credit Agreement and of certain other pari passu indebtedness incurred outside the Term Loan Credit Agreement utilizing capacity that would otherwise be available for Incremental Term Loans, in each case, to the extent not financed with the incurrence of certain additional long-term indebtedness, plus (c) an unlimited amount, so long as on a pro forma basis, (i) with respect to indebtedness secured by the Collateral (as defined below) on a pari passu basis with the Term Loan, the Consolidated First Lien Net Leverage Ratio (as defined in the Term Loan Credit Agreement) would not exceed 3.75:1.00 and (ii) with respect to indebtedness incurred outside of the Term Loan Credit Agreement and secured by the Collateral on a junior basis with the Term Loan or that is unsecured, the Consolidated Total Net Leverage Ratio (as defined in the Term Loan Credit Agreement) would not exceed either (A) 5.25:1.00 or (B) if such indebtedness is incurred in connection with a permitted acquisition or other permitted investment, the Consolidated Total Net Leverage Ratio in effect immediately prior to the consummation of such transaction (the amounts referred to in clauses (a), (b) and (c), collectively, the “Incremental Amount”). Subject to certain conditions, the Borrower may incur additional indebtedness outside of the Term Loan Credit Agreement using the then-available Incremental Amount in lieu of Incremental Term Loans.
The Term Loan amortizes in equal quarterly installments in an amount equal to 1.00% per annum of the initial principal amount, which amortization payments commenced on June 30, 2020. Prior to the amendments discussed below, the interest rate applicable to the Term Loan was, at the Borrower’s option, either (a) the base rate (which is the highest of (i)
the prime rate of Citibank, N.A. on such day, (ii) the greater of the then-current (A) federal funds rate set by the Federal Reserve Bank of New York and (B) rate comprised of both overnight federal funds and overnight LIBOR, in each case, plus 0.50%, (iii) LIBOR for a one month interest period, plus 1.00% and (iv) 1.00%), plus 2.00% or (b) one-, three- or six-month LIBOR or, if agreed by all Term Lenders, 12-month LIBOR or, if agreed to by the Term Agent, any shorter period (selected at the option of the Borrower), plus 3.00%. Additionally, concurrent with entering into the Term Loan Credit Agreement, Vertiv Group entered into interest rate swap agreements with a notional amount of $1,000.0. The swap transactions exchange floating rate interest payments for fixed rate interest payments on the notional amount to reduce interest rate volatility. The borrowing rate of the Term Loan as of December 31, 2024 and 2023 was 6.19% and 7.97%, respectively.
The Borrower may voluntarily prepay the Term Loan, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty. The Borrower is required to repay the Term Loan with 50% of Excess Cash Flow (as defined in the Term Loan Credit Agreement), 100% of the net cash proceeds of certain asset sales and casualty and condemnation events and the incurrence of certain other indebtedness, in each case, subject to certain step-downs, reinvestment rights, thresholds and other exceptions. Any Term Loan prepaid or repaid may not be re-borrowed. Unless accelerated subject to the terms of the Term Loan Credit Agreement, any amounts not otherwise prepaid or repaid shall mature on the seven year anniversary of entry into the Term Loan Credit Agreement.
The Borrower’s obligations under the Term Loan Credit Agreement are guaranteed by Holdings Co and all of the Borrower’s direct and indirect wholly-owned U.S. subsidiaries (subject to certain permitted exceptions) (collectively, the “Guarantors”). Subject to certain exceptions, the obligations of the Borrower and the Guarantors under the Term Loan Credit Agreement and related documents are secured by a lien on substantially all of the assets of the Borrower and the Guarantors (the “Collateral”).
The Term Loan Credit Agreement contains customary representations and warranties, affirmative, reporting and negative covenants, and events of default. The negative covenants include, among other things, restrictions on (subject to certain exceptions) our ability to incur additional indebtedness; pay dividends or other payments on capital stock; guarantee other obligations; grant liens on assets; make loans, acquisitions or other investments; transfer or dispose of assets; make optional payments of, or otherwise modify, certain debt instruments; engage in transactions with affiliates; amend organizational documents; engage in mergers or consolidations; enter into arrangements that restrict certain of our subsidiaries’ ability to pay dividends; change the nature of the business conducted by Vertiv Group and its restricted subsidiaries; and designate our subsidiaries as unrestricted subsidiaries. Additionally, the activities which may be carried out by Holdings Co are subject to limitations.
Term Loan Amendments
On March 10, 2021, pursuant to Amendment No. 1 a repricing amendment, the interest rate margin decreased to 2.75% in respect of Term Loans bearing interest based on the LIBOR rate and to 1.75% in respect of Term Loans bearing interest based on the base rate as described above.
On June 22, 2023, pursuant to Amendment No. 2, the interest rate under the Term Loan Credit Agreement transitioned, effective July 1, 2023, from the LIBOR available for borrowings under the credit agreement and related LIBOR-based mechanics to an interest rate based on the SOFR and related SOFR-based mechanics.
On December 13, 2023, pursuant to Amendment No. 3, among other modifications, the interest rate margin for the Borrower’s outstanding term loans under the Credit Agreement was reduced by 0.25%, to 2.50% in respect of term loans bearing interest based on the Term SOFR rate and to 1.50% in respect of term loans bearing interest based on the base rate described above. The maturity date for such term loans remains March 2, 2027, and all other material provisions of the Credit Agreement remain materially unchanged. The Company recognized a loss on the extinguishment of debt of $0.5 related to the interest rate decrease for the year ended December 31, 2023.
On June 13, 2024, pursuant to Amendment No. 4, among other modifications, the interest rate margin for the Borrower’s outstanding term loans under the Credit Agreement was reduced by 0.50%, to 2.00% in respect of term loans bearing interest based on the Term SOFR rate and to 1.00% in respect of term loans bearing interest based on the base rate described above. Additionally, pursuant to Amendment No. 4, the Term SOFR adjustments for all interest periods were removed, reducing the interest rate on term loans bearing interest based on the Term SOFR rate (a) for an interest period of one month by 0.11448%, (b) for an interest period of three months by 0.26161%, (c) for an interest period of six months by 0.42826%, and (d) for an interest period of twelve months by 0.71513%. The maturity date for such term loans remains March 2, 2027, and all other material provisions of the Credit Agreement remain materially unchanged. The Company recognized a loss on the extinguishment of debt of $1.1 related to the interest rate reduction for the year ended December 31, 2024.
On December 13, 2024, pursuant to Amendment No. 5, among other modifications, the interest rate margin for the Borrower’s outstanding term loans under the Credit Agreement was reduced by 0.25%, to 1.75% in respect of term loans bearing interest based on the Term SOFR rate and to 0.75% in respect of term loans bearing interest based on a base rate defined in the Credit Agreement. The maturity date for such term loans remains March 2, 2027, and all other material provisions of the Credit Agreement remain materially unchanged. The Company recognized a loss on the extinguishment of debt of $1.3 related to the interest rate decrease for the year ended December 31, 2024.
ABL Revolving Credit Facility
On March 2, 2020, the Company entered into the Fifth Amendment to its ABL Revolving Credit Agreement, which extended the maturity of, and made certain other modifications to, the ABL Revolving Credit Agreement, by and among Holdings Co, the Borrower, certain subsidiaries of the Borrower, as co-borrowers (the “Co-Borrowers”), various financial institutions from time to time party thereto, as lenders (the “ABL Lenders”), the ABL Agent and certain other institutions from time to time party thereto as collateral agents and letter of credit issuers. The revolving facility provided by the ABL Revolving Credit Agreement (the "ABL Revolving Credit Facility") is available to the Borrower and the Co-Borrowers and provides for, prior to the amendments discussed below, revolving loans in various currencies and under U.S. and foreign subfacilities, in an aggregate amount up to $570.0 with a letter of credit subfacility of $200.0 and a swingline subfacility of $75.0, in each case, subject to various borrowing bases. Borrowings under the ABL Revolving Credit Facility are limited by borrowing base calculations based on the sum of specified percentages of eligible accounts receivable, certain eligible inventory and certain unrestricted cash, minus the amount of any applicable reserves.
Prior to the amendments discussed below and subject to certain conditions and without the consent of the then-existing ABL Lenders (but subject to the receipt of commitments), commitments under the ABL Revolving Credit Facility may be increased to up to $600.0. Prior to the amendments discussed below, the maturity date of the ABL Revolving Credit Facility was March 2, 2025.
On September 20, 2022, Holdings Co, the Borrower and certain subsidiaries entered into Amendment No. 6 (“Sixth Amendment”) and Amendment No. 7 (“Seventh Amendment”) to the ABL Revolving Credit Facility. Among other modifications, the Sixth Amendment converted the interest rate benchmark for currently outstanding and future revolving loans based on LIBOR to SOFR, with a 10 basis point credit spread adjustment for all available tenors, EURIBOR, and SONIA, as applicable. Under the Seventh Amendment, the U.S. revolving loan commitments under the U.S. tranche was increased by $115.0 to a total loan commitment of $570.0 under the ABL Revolving Credit Facility. All other material provisions of the ABL Revolving Credit Facility were unchanged, including the March 2, 2025 maturity date. Prior to the Sixth Amendment, the interest rate benchmark was LIBOR.
The interest rate applicable to loans denominated in U.S. dollars under the ABL Revolving Credit Facility prior to the Sixth Amendment is, at the Borrower’s option, either (a) the base rate (which is the highest of (i) the prime rate of JPMorgan Chase Bank, N.A. on such date, (ii) the greater of the then-current (A) federal funds rate set by the Federal Reserve Bank of New York and (B) rate comprised of both overnight federal and overnight LIBOR, in each case, plus 0.50%, (iii) LIBOR for a one month interest period, plus 1.00% and (iv) 1.00%), plus an applicable margin (the “LIBOR Base Rate Margin”) ranging from 0.25% to 0.75%, depending on average excess availability or (b) one-, three- or six-month LIBOR or, if available to all ABL Lenders, 12-month LIBOR or any shorter period (selected at the option of the Borrower), plus an applicable margin (the “LIBOR Margin”) ranging from 1.25% to 1.75%, depending on average excess availability.
The interest rate applicable to loans denominated in U.S. dollars under the ABL Revolving Credit Facility after the Sixth Amendment is, at the Borrower’s option, either (a) the base rate (which is the highest of (i) the prime rate of JPMorgan Chase Bank, N.A. on such date, (ii) the greater of the then-current (A) federal funds rate set by the Federal Reserve Bank of New York and (B) rate comprised of both overnight federal and overnight SOFR, in each case, plus 0.50%, (iii) the Adjusted Term SOFR Rate (as defined in the ABL Revolving Credit Agreement) for a one month interest period, plus 1.00% and (iv) 1.00%), plus an applicable margin (the “SOFR Base Rate Margin”) ranging from 0.25% to 0.75%, depending on average excess availability or (b) one-, three- or six-month Adjusted Term SOFR Rate (selected at the option of the Borrower), plus an applicable margin (the “SOFR Margin” and collectively, with the SOFR Base Rate Margin, the LIBOR Margin, and the LIBOR Base Rate Margin, the “Applicable Margins”) ranging from 1.25% to 1.75%, depending on average excess availability.
Certain “FILO” denominated loans have margins equal to the Applicable Margins, plus an additional 1.00%. Loans denominated in currencies other than U.S. dollars are subject to customary interest rate conventions and indexes, but in each case, with the same Applicable Margins. In addition, the following fees are applicable under the ABL Revolving Credit Facility: (a) an unused line fee of 0.25% per annum on the unused portion of the commitments under the ABL Revolving Credit Facility, (b) letter of credit participation fees on the aggregate stated amount of each letter of credit equal to the SOFR Margin and (c) certain other customary fees and expenses of the lenders, letter of credit issuers and agents thereunder.
The Borrower and Co-Borrowers may voluntarily repay loans under the ABL Revolving Credit Facility, in whole or in part, subject to minimum amounts, with prior notice but without premium or penalty. The Borrower and Co-Borrowers are required to make prepayments under the ABL Revolving Credit Facility at any time when, and to the extent that, the aggregate amount of outstanding loans and letters of credit under the ABL Revolving Credit Facility exceeds the lesser of the then-applicable aggregate commitments and the then-applicable borrowing base. Subject to the satisfaction of certain customary conditions and the then-applicable borrowing base, any amounts repaid may be re-borrowed.
The Borrower’s and Co-Borrowers’ obligations under the ABL Revolving Credit Facility are guaranteed by the Guarantors (including certain Co-Borrowers as to the obligations of other Co-Borrowers) and, subject to certain exclusions, certain non-U.S. restricted subsidiaries of the Borrower (the “Foreign Guarantors”). No Foreign Guarantor guarantees the obligations of the Borrower or any Co-Borrower that is a U.S. subsidiary of the Borrower. Subject to certain exceptions, the obligations of the Borrower, Co-Borrowers, Guarantors and Foreign Guarantors under the ABL Revolving Credit Facility and related documents are secured by a lien on the Collateral and, subject to certain exceptions and exclusions, certain assets of the Co-Borrowers that are non-U.S. subsidiaries of the Borrower and certain assets of the Foreign Guarantors (collectively, the “Foreign Collateral”). None of the Foreign Collateral secures the obligations of the Borrower or any Co-Borrower that is a U.S. subsidiary of the Borrower.
The ABL Revolving Credit Facility contains customary representations and warranties, affirmative, reporting (including as to borrowing base-related matters) and negative covenants, and events of default. The negative covenants include, among other things, restrictions on (subject to certain exceptions) our ability to incur additional indebtedness; pay dividends or other payments on capital stock; guarantee other obligations; grant liens on assets; make loans, acquisitions or other investments; transfer or dispose of assets; make optional payments of, or otherwise modify, certain debt instruments; engage in transactions with affiliates; amend organizational documents; engage in mergers or consolidations; enter into arrangements that restrict certain of our subsidiaries’ ability to pay dividends; change the nature of the business conducted by Vertiv Group and its restricted subsidiaries; and designate our subsidiaries as unrestricted subsidiaries. Additionally, the activities which may be carried out by Holdings Co are subject to limitations. In addition, ABL Revolving Credit Facility requires the maintenance of a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the ABL Revolving Credit Facility) on any date when Global Availability (as defined in the ABL Revolving Credit Facility) is less than the greater of (a) 10.0% of the aggregate commitments and (b) $30.0 of at least 1.00 to 1.00, tested for the four fiscal quarter period ended on the last day of the most recently ended fiscal quarter for which financials have been delivered, and at the end of each succeeding fiscal quarter thereafter until the date on which Global Availability has exceeded the greater of (a) 10.0% of the aggregate commitments and (b) $30.0 for 30 consecutive calendar days. The Global Availability of the ABL Revolving Credit Facility exceeds the minimum requirements for covenant compliance at December 31, 2024.
On February 16, 2024, Holdings Co, the Borrower, and certain subsidiaries entered into Amendment No. 8 (the “Eighth Amendment”), which, among other modifications, extended the maturity date of the ABL Revolving Credit Facility to be five years from the date of the Eighth Amendment (subject to an earlier springing maturity date if certain other indebtedness for borrowed money matures earlier), increased the revolving loan commitments tranche by $30.0 to a total loan commitment of $600.0 under the ABL Revolving Credit Facility, modified certain borrowing base reporting requirements and removes the French tranche and the FILO tranches from the ABL Revolving Credit Facility.
On November 12, 2024, Holdings Co, the Borrower, and certain subsidiaries entered into Amendment No. 9 (the “Ninth Amendment”), which, among other modifications, increased the U.S. tranche of the ABL Revolving Credit Facility by $200.0 to a total loan commitment under such tranche of $737.0, and the swingline commitment from $100.0 to $125.0 under the ABL Revolving Credit Agreement (including for borrowing base reporting requirements). The Ninth Amendment also allows for an increase of the ABL revolving commitments under any subfacility in an aggregate amount of up to $200.0, subject to lender commitments and the satisfaction of certain other conditions. No changes were made to non-U.S. tranches. Additionally, the Ninth Amendment amended the inspection and credit appraisal rights of the Administrative Agent under the ABL Revolving Credit Agreement.
At December 31, 2024, there was $784.9 of availability under the ABL Revolving Credit Facility (subject to customary borrowing base and other conditions, and subject to separate sublimits for letters of credit, swingline borrowings and borrowings made to certain non-U.S. Co-Borrowers), net of letters of credit outstanding in the aggregate principal amount of $15.1, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility. At both December 31, 2024 and December 31, 2023, there was no outstanding balance on the ABL Revolving Credit Facility.
Senior Secured Notes due 2028
On October 22, 2021, the Borrower completed its offering of $850.0 aggregate principal amount of its Senior Secured Notes due 2028 (the “Notes”) in a private placement at par. The Notes bear interest at 4.125% per annum and mature on November 15, 2028. The Indenture governing the Notes contains customary representations and warranties, affirmative, reporting and negative covenants, and events of default. The negative covenants include, among other things, restrictions on the ability of the Borrower and certain subsidiaries to grant liens or security interests on assets, undertake mergers and consolidations, sell or otherwise transfer assets, pay dividends or make other distributions and restricted payments, incur indebtedness, make acquisitions, loans, advances or other investments, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates or change lines of business, in each case, subject to certain thresholds and exceptions.
(7) LEASES
The Company leases office space, warehouses, vehicles, and equipment. Leases have remaining lease terms of 1 year to 20 years, some of which have renewal and termination options. Termination options are exercisable at the Company’s option. Lease terms used to recognize right-of-use assets and lease liabilities include periods covered by options to extend the lease where the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. The majority of the Company’s leases are operating leases. Finance leases are immaterial to the Company's Consolidated Financial Statements.
The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All other operating leases are recorded on the balance sheet with a corresponding operating lease asset, net, representing the right to use the underlying asset for the lease term and the operating lease liabilities representing the obligation to make lease payments arising from the lease. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants.
Operating lease assets and operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate, adjusted for lease term and foreign currency, based on the information available at lease commencement date. Lease agreements with lease and non-lease components are generally accounted for as a single lease component. The Company’s operating lease expense is recognized on a straight-line basis over the lease term.
Refer to the below table for a summary of operating lease expenses:
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | ||||||||||
| Operating lease cost | $ | 67.1 | $ | 63.7 | |||||||
| Short-term and variable lease cost | 35.8 | 28.8 | |||||||||
| Total lease cost | $ | 102.9 | $ | 92.5 |
Supplemental cash flow information related to operating leases is as follows:
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash outflows - payments on operating leases | $ | 66.4 | $ | 62.7 | |||||||
| Right-of-use assets obtained in exchange for new lease obligations: | |||||||||||
| Operating leases | $ | 82.5 | $ | 72.1 |
Supplemental balance sheet information related to operating leases is as follows:
| Balance Sheet Location | December 31, 2024 | December 31, 2023 | |||||||||||||||
| Operating lease right-of-use assets | Other assets | $ | 202.1 | $ | 173.5 | ||||||||||||
| Operating lease liabilities | Accrued expenses and other liabilities | $ | 45.7 | $ | 42.9 | ||||||||||||
| Operating lease liabilities | Long-term lease liabilities | 166.7 | 141.0 | ||||||||||||||
| Total lease liabilities | $ | 212.4 | $ | 183.9 |
Weighted average remaining lease terms and discount rates for operating leases are as follows:
| December 31, 2024 | December 31, 2023 | ||||||||||
| Weighted average remaining lease term | 6.4 years | 6.8 years | |||||||||
| Weighted average discount rate | 9.2 | % | 8.4 | % | |||||||
Maturities of lease liabilities at December 31, 2024 are as follows:
| December 31, 2024 | |||||||||||
| Operating Leases | |||||||||||
| 2025 | $ | 63.2 | |||||||||
| 2026 | 51.2 | ||||||||||
| 2027 | 41.9 | ||||||||||
| 2028 | 33.3 | ||||||||||
| 2029 | 23.3 | ||||||||||
| Thereafter | 72.1 | ||||||||||
| Total Lease Payments | 285.0 | ||||||||||
| Less: Imputed Interest | (72.6) | ||||||||||
| Present value of lease liabilities | $ | 212.4 |
(8) PENSION PLANS
Most of the Company’s employees participate in defined contribution plans, including 401(k), profit sharing, and other savings plans that provide retirement benefits.
Certain U.S. and non-U.S. employees participate in company-specific or statutorily required defined benefit plans. In general, the Company’s policy is to fund these plans based on legal requirements, required benefit payments, and other factors.
Net periodic pension expense and projected benefit obligations for the Company’s U.S. defined benefit plans are not significant for disclosure. Total defined contribution plan expense for the Company’s U.S. plans was $14.4, $14.9, and $11.9 for the years ended December 31, 2024, 2023, and 2022, respectively.
Retirement plan expense for our non-U.S. plans includes the following components:
| Non-U.S. Plans | |||||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||||||||||
| Company defined benefit plans: | |||||||||||||||||
| Service cost | $ | 3.1 | $ | 2.9 | $ | 2.9 | |||||||||||
| Interest cost | 3.8 | 3.6 | 2.4 | ||||||||||||||
| Expected return on plan assets | (0.7) | (0.9) | (0.7) | ||||||||||||||
| Net amortization | (0.2) | (0.4) | 0.3 | ||||||||||||||
| Net periodic pension expense | 6.0 | 5.2 | 4.9 | ||||||||||||||
| Settlement | 0.7 | 1.2 | (0.1) | ||||||||||||||
| Defined contribution plans | 1.7 | 2.4 | 2.6 | ||||||||||||||
| Total | $ | 8.4 | $ | 8.8 | $ | 7.4 |
Details of the changes in the actuarial present value of the projected benefit obligation and the fair value of plan assets for our non-U.S. defined benefit pension plans follow:
| Non-U.S. Plans | |||||||||||
| December 31, 2024 | December 31, 2023 | ||||||||||
| Projected benefit obligation, beginning | $ | 76.9 | $ | 67.9 | |||||||
| Service cost | 3.1 | 2.9 | |||||||||
| Interest cost | 3.8 | 3.6 | |||||||||
| Actuarial (gain) loss | 4.6 | 6.3 | |||||||||
| Benefits paid | (3.4) | (2.7) | |||||||||
| Participant contributions | 0.2 | 0.2 | |||||||||
| Settlements | (2.8) | (5.7) | |||||||||
| Foreign currency translation and other | (6.7) | 4.4 | |||||||||
| Projected benefit obligation, ending | $ | 75.7 | $ | 76.9 | |||||||
| Fair value of plan assets, beginning | 14.7 | 14.7 | |||||||||
| Actual return on plan assets | 0.8 | 0.8 | |||||||||
| Employer contributions | 4.9 | 6.3 | |||||||||
| Participants’ contributions | 0.2 | 0.2 | |||||||||
| Benefits paid | (3.4) | (2.7) | |||||||||
| Settlements | (2.8) | (5.7) | |||||||||
| Foreign currency translation and other | (0.4) | 1.1 | |||||||||
| Fair value of plan assets, ending | $ | 14.0 | $ | 14.7 | |||||||
| Net amount recognized in the balance sheet | $ | (61.7) | $ | (62.2) | |||||||
| Amounts recognized in the balance sheet: | |||||||||||
| Noncurrent asset | $ | 0.4 | $ | 0.5 | |||||||
| Current liability | (3.1) | (3.3) | |||||||||
| Noncurrent liability | (59.0) | (59.4) | |||||||||
| Net amount recognized in the balance sheet | $ | (61.7) | $ | (62.2) | |||||||
| Pretax accumulated other comprehensive (income) loss | $ | 4.8 | $ | 1.6 |
As of December 31, 2024, non-U.S. plans were net underfunded by $61.7, inclusive of unfunded plans totaling $62.1 and an insignificant amount of overfunded non-U.S. plans. As of the plans’ December 31, 2024 and 2023 respective measurement dates, the total accumulated benefit obligation in in excess of plan assets were as follows:
| December 31, 2024 | December 31, 2023 | ||||||||||
| Projected benefit obligation | $ | 73.4 | $ | 65.8 | |||||||
| Accumulated benefit obligation | 62.4 | 55.6 | |||||||||
| Fair value of plan assets | 11.3 | 3.0 |
Future expected benefit payments are as follows:
| Non-U.S. Plans | ||||||||
| 2025 | $ | 4.5 | ||||||
| 2026 | 4.2 | |||||||
| 2027 | 5.1 | |||||||
| 2028 | 4.9 | |||||||
| 2029 | 6.4 | |||||||
| 2030 through 2034 | 36.2 | |||||||
| Total future expected benefit payments | $ | 61.3 |
The Company expects to contribute approximately $1.2 to its retirement plans in 2025. Company's defined benefit pension plan expense for 2025 is expected to be approximately $7.3, versus $6.0 in 2024.
The weighted-average assumptions used in the valuation of pension benefits are as follows:
| Non-U.S. Plans | ||||||||||||||
| December 31, 2024 | December 31, 2023 | |||||||||||||
| Net pension expense | ||||||||||||||
| Discount rate | 5.41 | % | 5.29 | % | ||||||||||
| Expected return on plan assets | 5.49 | % | 5.76 | % | ||||||||||
| Rate of compensation increase | 4.25 | % | 4.03 | % | ||||||||||
| Benefit obligations | ||||||||||||||
| Discount rate | 5.27 | % | 5.41 | % | ||||||||||
| Rate of compensation increase | 4.27 | % | 4.25 | % |
Actuarial developed yield curves are used to determine discount rates. The expected return on plan assets assumption is determined by reviewing the investment returns of the plans for the past 10 years plus longer-term historical returns of an asset mix approximating the Company’s asset allocation targets, and periodically comparing these returns to expectations of investment advisors and actuaries to determine whether long-term future returns are expected to differ significantly from the past.
The Company’s non-U.S. Plan asset allocations at December 31, 2024 and 2023 follow:
| Non-U.S. Plans | |||||||||||
| December 31, 2024 | December 31, 2023 | ||||||||||
| Debt securities | 20 | % | 23 | % | |||||||
| Insurance arrangements | 22 | % | 20 | % | |||||||
| Other | 58 | % | 57 | % | |||||||
| Total | 100 | % | 100 | % |
The Company did not have any U.S Plan assets at December 31, 2024 or 2023.
The primary objective for the investment of plan assets is to secure participant retirement benefits while earning a reasonable rate of return. Plan assets are invested consistent with the principles of prudence and diversification with a long-term investment horizon. The strategy for plan assets is to minimize concentrations of risk by investing primarily in companies in a diversified mix of industries worldwide, while targeting neutrality in exposure to market capitalization levels, growth versus value profile, global versus regional markets, fund types and fund managers.
The approach for debt securities emphasizes investment-grade corporate and government debt with maturities matching a portion of the longer duration pension liabilities. Leveraging techniques are not used and the use of derivatives in any fund is limited and inconsequential.
The fair values of defined benefit plan assets, organized by asset class and by the fair value hierarchy of ASC 820 as outlined in “Note 1 - Summary of Significant Accounting Policies” follow:
| Level 1 | Level 2 | Level 3 | Total | Percentage | |||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| Debt securities | $ | — | $ | 2.8 | $ | — | $ | 2.8 | 20 | % | |||||||||||||||||||
| Insurance arrangements | — | — | 3.1 | 3.1 | 22 | % | |||||||||||||||||||||||
| Other | — | — | 8.1 | 8.1 | 58 | % | |||||||||||||||||||||||
| Total | $ | — | $ | 2.8 | $ | 11.2 | $ | 14.0 | 100 | % | |||||||||||||||||||
| December 31, 2023 | |||||||||||||||||||||||||||||
| Debt securities | $ | — | $ | 3.4 | $ | — | $ | 3.4 | 23 | % | |||||||||||||||||||
| Insurance arrangements | — | — | 3.0 | 3.0 | 20 | % | |||||||||||||||||||||||
| Other | — | — | 8.3 | 8.3 | 57 | % | |||||||||||||||||||||||
| Total | $ | — | $ | 3.4 | $ | 11.3 | $ | 14.7 | 100 | % |
Asset Classes
Debt securities represents investment-grade corporate and government bonds of issuers primarily outside the U.S. Insurance arrangements are primarily invested in bonds by the issuer and typically ensure no market losses or provide for a small minimum return guarantee. Other includes cash and general funds that invest primarily in equities, bank deposits and bonds with a guaranteed rate of return.
Fair Value Hierarchy Categories
Valuations of Level 1 assets for all classes are based on quoted closing market prices from the principal exchanges where the individual securities are traded. Debt securities categorized as Level 2 assets are generally valued based on independent broker/dealer bids or by comparison to other debt securities having similar durations, yields and credit ratings. Other Level 2 assets are valued based on a net asset value of fund units held, which is derived from either market-observed pricing for the underlying assets or broker/dealer quotation. Interests in mixed assets funds are Level 2, and non-U.S. general fund investments and insurance arrangements are Level 3. The fair value of the insurance contracts is an estimate of the amount that would be received in an orderly sale to a market participant at the measurement date. The amount the plan would receive from the contract holder if the contracts were terminated is the primary input and is unobservable.
Details of the changes in value for Level 3 assets are as follows:
| 2024 | 2023 | ||||||||||||||||
| Level 3, beginning balance January 1, | $ | 11.3 | $ | 2.8 | |||||||||||||
| Gains (losses) on assets held | (0.2) | 3.3 | |||||||||||||||
| Purchases, sales and settlements, net | 0.1 | 5.2 | |||||||||||||||
| Level 3, ending balance December 31, | $ | 11.2 | $ | 11.3 |
(9) INCOME TAXES
The Company's effective tax rate was 35.2%, 13.8%, and 54.1%, for the years ended December 31, 2024, 2023, and 2022, respectively. The effective rate in 2024 was primarily influenced by changes in tax incentives, offset by the net change in valuation allowance and the non-tax deductibility of the change in fair value of warrant liabilities. The effective rate in 2023 was primarily influenced by the net valuation allowance release offset by the non-tax deductibility of the change in fair value of warrant liabilities. The effective rate in 2022 was primarily influenced by the mix of income between the Company’s U.S. and non-U.S. operations, favorable tax rates and incentives in non-U.S. jurisdictions, taxes accrued on unremitted earnings, withholding taxes on cross-border payments, changes in valuation allowance for U.S. federal and state and non-US purposes, the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act (“the Act”), the change in fair value of warrant liabilities, and changes in reserves for uncertain tax positions.
The GILTI provisions of the Act require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company has made the policy election to record any liability associated with GILTI in the period in which it is incurred.
Earnings (loss) before income taxes from continuing operations consists of the following:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| U.S. | $ | 189.5 | $ | 49.1 | $ | (83.0) | |||||||||||
| Non-U.S.(1) | 575.9 | 484.6 | 250.0 | ||||||||||||||
| Total earnings (loss) before income taxes | $ | 765.4 | $ | 533.7 | $ | 167.0 |
(1)Certain of the Company’s Non-U.S. entities generate significant losses for which a valuation allowance is provided for and accordingly do not create a tax benefit.
The principal components of income tax expense (benefit) from continuing operations consists of the following:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | 66.7 | $ | 45.5 | $ | 1.2 | |||||||||||
| State and local | 21.8 | 16.9 | 3.4 | ||||||||||||||
| Non-U.S. | 235.5 | 142.5 | 94.4 | ||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | (6.0) | (94.0) | 4.3 | ||||||||||||||
| State and local | (0.4) | (23.5) | (1.5) | ||||||||||||||
| Non-U.S. | (48.0) | (13.9) | (11.4) | ||||||||||||||
| Income tax expense (benefit) | $ | 269.6 | $ | 73.5 | $ | 90.4 |
Reconciliation of U.S. federal statutory taxes to the Company’s total income tax expense (benefit) from continuing operations consists of the following:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Taxes at U.S. statutory rate (21%) | $ | 160.8 | $ | 112.1 | $ | 35.1 | |||||||||||
| State and local taxes, net of federal tax benefit | 19.4 | 13.5 | (0.5) | ||||||||||||||
| Non-U.S. rate differential | 23.6 | 6.1 | 14.2 | ||||||||||||||
| Non-U.S. tax holidays and incentives | (682.1) | (13.1) | (0.7) | ||||||||||||||
| Uncertain tax positions | 13.7 | 5.7 | 7.5 | ||||||||||||||
| U.S. tax impact of non-U.S. operations | (2.2) | 10.0 | 6.5 | ||||||||||||||
| Change in valuation allowances | 633.4 | (100.5) | 33.6 | ||||||||||||||
| Taxes on undistributed foreign earnings and withholding/dividend taxes | 26.1 | 13.2 | 17.1 | ||||||||||||||
| Foreign derived intangible income | (8.9) | (3.0) | (1.1) | ||||||||||||||
| Research and development deduction/credit | (9.7) | (15.0) | (11.9) | ||||||||||||||
| Impact of non-tax litigation and other settlements | — | 5.5 | — | ||||||||||||||
| Change in fair value of warrant liabilities | 94.3 | 33.2 | (19.1) | ||||||||||||||
| Other permanent differences | 4.0 | 1.0 | (1.3) | ||||||||||||||
| Impact of rate changes in non-U.S. jurisdictions | — | 1.4 | 8.9 | ||||||||||||||
| Impact of transaction costs | — | — | (0.4) | ||||||||||||||
| Capital loss expiration | 12.2 | — | — | ||||||||||||||
| Equity and non-deductible compensation | (23.2) | 1.0 | 2.1 | ||||||||||||||
| Other(1) | 8.2 | 2.4 | 0.4 | ||||||||||||||
| Total income tax expense (benefit) | $ | 269.6 | $ | 73.5 | $ | 90.4 |
(1)Represents several adjustments, none of which are significant for separate disclosure.
The Company has tax holiday agreements in place in China, which expire in between 2024 and 2025. It is the Company’s intention to reapply for these holidays as they expire. We anticipate that we will continue to qualify for these holidays, but we will assess based on business conditions at the time of renewal.
As of December 31, 2024 and 2023, the Company has recognized $33.2 and $39.0, respectively, of net deferred income tax liabilities for U.S. income taxes, non-U.S. income taxes and foreign withholding taxes on outside basis differences for certain foreign subsidiaries with earnings that are not indefinitely reinvested.
The principal items that gave rise to deferred income tax assets and liabilities follow:
| December 31, 2024 | December 31, 2023 | ||||||||||||||||
| Deferred tax assets | |||||||||||||||||
| Net operating losses and capital losses | $ | 44.7 | $ | 60.8 | |||||||||||||
| Capitalized research expenditures | 106.8 | 105.7 | |||||||||||||||
| Accrued liabilities | 49.2 | 44.8 | |||||||||||||||
| Employee compensation and benefits | 20.3 | 23.3 | |||||||||||||||
| Pensions | 13.1 | 14.8 | |||||||||||||||
| Business interest deduction limitation | 70.1 | 88.7 | |||||||||||||||
| Inventory | 47.6 | 29.8 | |||||||||||||||
| Research and development credit carryforward | 0.3 | 4.4 | |||||||||||||||
| Lease liability | 26.1 | 22.5 | |||||||||||||||
| Bad debts | 8.1 | 9.2 | |||||||||||||||
| Intangibles | 99.4 | 22.6 | |||||||||||||||
| Foreign tax credit carryforward | 26.2 | 26.8 | |||||||||||||||
| Non-U.S. tax credits | 658.9 | — | |||||||||||||||
| Other | 5.5 | 6.3 | |||||||||||||||
| Total deferred tax assets, before valuation allowances | $ | 1,176.3 | $ | 459.7 | |||||||||||||
| Valuation allowances | $ | (733.8) | $ | (146.8) | |||||||||||||
| Deferred tax assets, net of valuation allowances | $ | 442.5 | $ | 312.9 | |||||||||||||
| Deferred tax liabilities | |||||||||||||||||
| Intangibles and goodwill | (179.9) | (198.4) | |||||||||||||||
| Undistributed foreign earnings | (33.2) | (39.0) | |||||||||||||||
| Property, plant & equipment | (21.2) | (27.0) | |||||||||||||||
| Debt issuance costs | (19.1) | (24.6) | |||||||||||||||
| Lease right-of-use asset | (24.4) | (20.2) | |||||||||||||||
| Deferred gain | (99.6) | — | |||||||||||||||
| Other | (2.1) | (3.3) | |||||||||||||||
| Total deferred tax liabilities | $ | (379.5) | $ | (312.5) | |||||||||||||
| Net deferred income tax assets | $ | 63.0 | $ | 0.4 |
At December 31, 2023, the Company had utilized all available federal net operating losses. At December 31, 2024, the gross amount of the Company’s state net operating losses was $338.7, expiring at various times between 2025 and 2042 with some losses having an unlimited carryforward period. At December 31, 2024, the Company had $31.1 other federal tax credit carryforwards expiring between 2027 and 2038. At December 31, 2024, the Company had other immaterial state tax credit carryforwards expiring between 2029 and 2038.
The use of certain U.S. tax attributes as of December 31, 2024 is subject to an annual limitation due to the change in ownership of our stock in February 2020 as described in “Note 1 - Summary of Significant Accounting Policies”. There can be no assurance that trading in our shares will not affect another change in ownership under the Internal Revenue Code which could impose an additional limit on the use of our tax attributes.
At December 31, 2024, the Company’s foreign net operating losses that are available to offset future taxable income were $180.7. These foreign loss carryforwards will expire at various times beginning in 2025 with some losses having an unlimited carryforward period.
At December 31, 2024, the Company’s foreign capital loss carryforwards were $16.9. These foreign capital loss carryforwards have an unlimited carryforward period.
At December 31, 2024, the Company has non-U.S. tax credits generated in 2024 as a result of an internal restructuring within the Europe, Middle East & Africa region in the amount of $658.9 that are available until 2034.
Pursuant to the terms of the separation, Emerson agreed to indemnify the Company for all U.S. federal, state or local income taxes, as well as non-U.S. income taxes, that are attributable to any period prior to the separation. An indemnification receivable of $7.0 has been recorded in noncurrent other assets for the uncertain tax positions related to periods prior to the separation. The impact on the Company’s tax expense for changes in uncertain tax positions for periods prior to the separation (discussed below) will be offset by the Emerson indemnification, resulting in no net effect on the Company’s net income.
Following are changes in unrecognized tax benefits before considering recoverability of cross-jurisdictional tax credits (federal, state, and non-U.S.) and temporary differences. The amount of unrecognized tax benefits is not expected to significantly increase or decrease within the next 12 months.
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||||||||||
| Beginning balance | $ | 102.5 | $ | 97.0 | $ | 98.6 | |||||||||||
| Additions for the current year tax positions | 83.2 | 20.6 | 11.9 | ||||||||||||||
| Additions for prior year tax positions | 0.4 | 5.8 | — | ||||||||||||||
| Reductions for prior year tax positions | (24.4) | (0.5) | (11.9) | ||||||||||||||
| Reductions for settlements with tax authorities | — | (4.1) | — | ||||||||||||||
| Reductions for expirations of statute of limitations | (12.6) | (16.3) | (1.6) | ||||||||||||||
| Ending balance | $ | 149.1 | $ | 102.5 | $ | 97.0 |
The total amount of net unrecognized tax benefits that would affect income tax expense, if recognized in the Consolidated Financial Statements, is $106.8. In addition, an adjustment of $8.0 would result to other expense for reversal of the indemnification receivable. The Company accrues interest and penalties related to income taxes in income tax expense. As of December 31, 2024, 2023, and 2022, total accrued interest and penalties were $19.2, $19.0, and $18.0, respectively.
Eligible domestic subsidiaries file a consolidated U.S. Federal income tax return. Examinations by the U.S. Internal Revenue Service are complete through the December 1, 2016 date of separation with Emerson, with the limited exception of 2014. The status of state and non-U.S. tax examinations varies due to the numerous legal entities and jurisdictions in which the Company operates. As noted above, pursuant to the terms of the transactions, Emerson and E&I will indemnify the Company for certain tax assessments for periods prior to closing.
The change in the income tax valuation allowance is as follows:
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |||||||||||||||
| Beginning balance | $ | 146.8 | $ | 250.4 | $ | 241.6 | |||||||||||
| Additions (reductions) charged to expense | 633.4 | (100.4) | 33.6 | ||||||||||||||
| Reductions charged to other accounts | (46.4) | (3.2) | (24.8) | ||||||||||||||
| Ending balance | $ | 733.8 | $ | 146.8 | $ | 250.4 |
For the year ended December 31, 2024, the Company recorded a net valuation allowance change primarily related establishment of a valuation allowance on certain non-US tax credits that was partially offset by a valuation allowance release related to certain U.S. federal foreign tax credits and certain non-US tax losses. Of the total $587.0 total movement, $633.4 was charged to income tax expense, with the remaining $46.4 reduction related to foreign currency translation recorded through Other Comprehensive Income. For the year ended December 31, 2023, the Company recorded a valuation allowance release of $103.4 primarily related to U.S. federal and state jurisdictions. At each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets.
In January 2025, the Organization for Economic Co-operation and Development ("OECD") issued administrative guidance related to Pillar Two Laws which will impact the Company's assessment of the realizability of certain deferred tax assets. The Company expects to have a discrete tax charge of approximately $40.0 in the period the guidance was issued.
(10) RELATED PARTY TRANSACTIONS
Transactions with Affiliates of Advisors
On August 8, 2023 (the “Stock Sale Transaction date”), VPE Holdings, LLC (the “Vertiv Stockholder”), an affiliate of Platinum Equity Advisors, LLC (“Advisors”) completed the sale of 20,000,000 shares of Class A common stock of the Company (the “Stock Sale Transaction”). Subsequent to the Stock Sale Transaction, the Vertiv Stockholder held less than 5% of the outstanding Class A common stock of the Company and as such was no longer considered a related person of the Company for purposes of Item 404 of Regulation S-K by virtue of its ownership in the Company.
The Company has historically purchased and sold goods in the ordinary course of business with affiliates of Advisors. Purchases from the start of 2023 through the Stock Sale Transaction date were $74.1. For the year ended December 31, 2022 purchases were $137.0. Sales from the start of 2023 through the Stock Sale Transaction date were $89.5. For the year ended December 31, 2022 sales were $146.0.
Tax Receivable Agreement
On December 31, 2021, the Company and an affiliate of the Vertiv Stockholder agreed to amend and supplement the tax receivable agreement entered into by the Company and the Vertiv Stockholder on February 7, 2020, (the “Tax Receivable Agreement”) to replace the Company’s remaining payment obligations under the Tax Receivable Agreement with an obligation to pay $100.0 in cash in two equal installments. The first installment payment was scheduled to be on or before June 15, 2022 and the second payment was scheduled to be due on or before September 15, 2022. On June 15, 2022, the Company and the Vertiv Stockholder agreed to further amend the payment schedule under the Tax Receivable Agreement into three installment payments, wherein the first installment payment of $12.5 became due and was paid on June 15, 2022, the second installment of $12.5 became due and was paid on September 15, 2022, and the third installment of $75.0 became due and was paid on November 30, 2022. The Tax Receivable Agreement terminated on November 30, 2022 upon receipt of final payment.
(11) OTHER FINANCIAL INFORMATION
Items reported in earnings include the following:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Engineering, research and development expense | 352.1 | $ | 303.5 | $ | 282.0 | ||||||||||||
| Depreciation expense | 81.6 | 74.3 | 72.0 | ||||||||||||||
| Advertising expense | 19.4 | 20.1 | 20.6 |
Items reported in accrued expenses and other liabilities include the following:
| December 31, 2024 | December 31, 2023 | ||||||||||
| Accrued payroll and other employee compensation | $ | 147.8 | $ | 165.4 | |||||||
| Restructuring (see Note 4) | 10.4 | 25.2 | |||||||||
| Operating lease liabilities (see Note 7) | 45.7 | 42.9 | |||||||||
| Product warranty (see Note 1) | 27.5 | 26.1 | |||||||||
| Other | 381.2 | 352.2 | |||||||||
| Total | $ | 612.6 | $ | 611.8 |
(12) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
In accordance with ASC 820, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following:
Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable
Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions
In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.
Recurring Fair Value Measurements
A summary of the Company’s financial instruments recognized at fair value, and the fair value measurements used, are as follows:
| As of December 31, 2024 | |||||||||||||||||||||||||||||
| Balance Sheet Location | Total | Quoted prices in active markets for identical assets (Level 1) | Other observable inputs (Level 2) | Unobservable inputs (Level 3) | |||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Interest rate swaps | Other current assets | $ | 30.3 | $ | — | $ | 30.3 | $ | — | ||||||||||||||||||||
| Economic hedges | Other current assets | 9.8 | — | 9.8 | — | ||||||||||||||||||||||||
| Interest rate swaps | Other noncurrent assets | 33.3 | — | 33.3 | — | ||||||||||||||||||||||||
| Total assets | $ | 73.4 | $ | — | $ | 73.4 | $ | — | |||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Foreign currency exchange forwards | Accrued expenses and other liabilities | $ | 8.8 | $ | — | $ | 8.8 | $ | — | ||||||||||||||||||||
| Total liabilities | $ | 8.8 | $ | — | $ | 8.8 | $ | — |
| As of December 31, 2023 | |||||||||||||||||||||||||||||
| Balance Sheet Location | Total | Quoted prices in active markets for identical assets (Level 1) | Other observable inputs (Level 2) | Unobservable inputs (Level 3) | |||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Interest rate swaps | Other current assets | $ | 36.4 | $ | — | $ | 36.4 | $ | — | ||||||||||||||||||||
| Interest rate swaps | Other noncurrent assets | 44.5 | — | 44.5 | — | ||||||||||||||||||||||||
| Total assets | $ | 80.9 | $ | — | $ | 80.9 | $ | — | |||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Private warrants | Warrant liabilities | $ | 195.0 | $ | — | $ | 195.0 | $ | — | ||||||||||||||||||||
| Total liabilities | $ | 195.0 | $ | — | $ | 195.0 | $ | — |
Interest rate swaps — From time to time the Company may enter into derivative financial instruments designed to hedge the variability in interest expense on floating rate debt. Derivatives are recognized as assets or liabilities in the Consolidated Balance Sheets at their fair value. When the derivative instrument qualifies as a cash flow hedge, changes in the fair value are deferred through other comprehensive income, depending on the nature and effectiveness of the offset.
The Company uses interest rate swaps to manage the interest rate mix of its total debt portfolio and related overall cost of borrowing. At December 31, 2024 and December 31, 2023, interest rate swap agreements designated as cash flow hedges effectively swapped a notional amount of $1,000.0 of SOFR based floating rate debt for fixed rate debt. Our interest rate swaps mature in March 2027. The Company recognized $41.7, $38.9, and $2.4 in earnings for the years ended December 31, 2024, 2023 and 2022, respectively, within “Interest expense, net” on the Consolidated Statement of Earnings (Loss). At December 31, 2024, the Company expects that approximately $30.3 of pre-tax net gains on cash flow hedges will be reclassified from accumulated other comprehensive (loss) income into earnings during the next twelve months.
The interest rate swaps are valued using the SOFR yield curves at the reporting date and are classified in Level 2. Counterparties to these contracts are highly rated financial institutions. The fair values of the Company’s interest rate swaps are adjusted for nonperformance risk and creditworthiness of the counterparty through the Company’s credit valuation adjustment (“CVA”). The CVA is calculated at the counterparty level utilizing the fair value exposure at each payment date and applying a weighted probability of the appropriate survival and marginal default percentages. On April 18, 2023, the Company transitioned its interest rate swaps from LIBOR to SOFR effective July 2, 2023. As mentioned previously, the Company transitioned its Term Loan due 2027 to SOFR effective July 1, 2023.
Foreign currency exchange forwards - The Company may enter into derivative financial instruments designed to hedge the exposure to changes in foreign currency exchange rates. Derivatives are recognized as assets or liabilities in the Consolidated Balance Sheets at their fair value. The Company values foreign currency exchange swaps using broker quotations or market transactions on the listed or over-the-counter market, as such, these derivative instruments are classified in Level 2. When the derivative instrument qualifies as a cash flow hedge changes in the fair value are deferred through other comprehensive income depending on the effectiveness of the instrument. At December 31, 2024, we have derivative instruments which hedge our exposure to certain foreign currency exchange rates with a notional amount of $129.0. For the year ended December 31, 2024, there was $2.8 realized losses, respectively, associated with the foreign currency exchange swaps within "Cost of sales - products" on the Consolidated Statements of Earnings (Loss).
Economic hedges - At December 31, 2024, we have derivative instruments which hedge our purchases of aluminum and copper with notional amounts of 10,730.0 and 7,330.0 metric tons, respectively. These derivative instruments are treated as economic hedges and for the year ended December 31, 2024, the Company recognized a mark-to-market gain of $0.8 within "Other operating expense (income)" on the Consolidated Statement of Earnings (Loss).
Net Investment hedge — During the years ended December 31, 2024 and 2023, the Company designated certain intercompany debt to hedge a portion of its investment in foreign subsidiaries and affiliates. Realized and unrealized translation adjustments from these hedges were $17.9 and $11.1 and are included in “Foreign currency translation” in the Consolidated Statements of Comprehensive Income (Loss). As of December 31, 2024 and 2023, approximately $24.0 and $225.0 of the Company’s intercompany debt was designated to hedge investments in certain foreign subsidiaries and affiliates.
Private Warrants — The fair value of the Private Warrants is considered a Level 2 valuation and is determined using the Black-Scholes-Merton valuation model. On December 6, 2024, Cote SPAC I LLC elected to exercise 5,266,667 warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. The Company recognized a loss of $449.2 for the year ended December 31, 2024 in "Change in the fair value of warrant liabilities" on the Consolidated Statement of Earnings (Loss) associated with the mark-to-market adjustment and exercise of these private 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. For the year ended December 31, 2023, the Company recognized a gain of $7.7 in "Change in the fair value of warrant liabilities" on the Consolidated Statement of Earnings (Loss) associated with the exercise of these private warrants. Additionally, the Company recognized a loss of $165.6 for the year ended December 31, 2023 in "Change in the fair value of warrant liabilities" on the Consolidated Statement of Earnings (Loss) associated with the mark-to-market adjustment on the 5,266,667 then outstanding private warrants. As of December 31, 2024, there were no Private Placement Warrants outstanding. The significant assumptions which the Company used in the model are:
| Warrant valuation inputs | December 31, 2023 | |||||||||||||
| Stock price | $ | 48.03 | ||||||||||||
| Strike price | $ | 11.50 | ||||||||||||
| Remaining life | 1.10 | |||||||||||||
| Volatility | 55.0 | % | ||||||||||||
| Interest rate(1) | 4.73 | % | ||||||||||||
| Dividend yield(2) | 0.21 | % |
(1) Interest rate determined from a constant maturity treasury yield.
(2) December 31, 2023 dividend yield assumes $0.10 per share per annum.
Other Fair Value Measurements
The Company determines the fair value of debt using Level 2 inputs based on quoted market prices. The following table presents the estimated fair value and carrying value of long-term debt, including the current portion of long-term debt as of December 31, 2024 and 2023.
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Fair Value | Par Value(1) | Fair Value | Par Value(1) | ||||||||||||||||||||
| Term Loan due 2027 | $ | 2,097.0 | $ | 2,097.0 | $ | 2,104.9 | $ | 2,118.1 | |||||||||||||||
| Senior Secured Notes due 2028 | 802.4 | 850.0 | 794.0 | 850.0 | |||||||||||||||||||
(1)See “Note 6 — Debt” for additional information
(13) ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Activity in accumulated other comprehensive (loss) income is as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||
| Foreign currency translation, beginning | $ | (89.8) | $ | (157.0) | $ | 39.8 | ||||||||||||||
| Other comprehensive income (loss)(1) | (114.1) | 67.2 | (196.8) | |||||||||||||||||
| Foreign currency translation, ending | (203.9) | (89.8) | (157.0) | |||||||||||||||||
| Interest rate swaps, beginning | 87.7 | 110.2 | 8.7 | |||||||||||||||||
| Unrealized gain (loss) deferred during the period(2)(3) | (13.1) | (22.5) | 101.5 | |||||||||||||||||
| Interest rate swaps, ending | 74.6 | 87.7 | 110.2 | |||||||||||||||||
| Pension, beginning | (2.4) | 0.6 | (12.9) | |||||||||||||||||
| Actuarial gain (loss), net of income taxes(4) | (4.5) | (3.0) | 13.5 | |||||||||||||||||
| Pension, ending | (6.9) | (2.4) | 0.6 | |||||||||||||||||
| Foreign currency exchange forwards, beginning | — | — | — | |||||||||||||||||
| Unrealized gain (loss) deferred during the period(5) | (12.6) | — | — | |||||||||||||||||
| Foreign currency exchange forwards, ending | (12.6) | — | — | |||||||||||||||||
| Accumulated other comprehensive (loss) income | $ | (148.8) | $ | (4.5) | $ | (46.2) |
(1)For the year ended December 31, 2024 and 2023 foreign currency translation included tax effects of $2.0 and $(0.7), respectively, refer to "Note 9 - Income taxes" for additional information.
(2)During the year ended December 31, 2024, 2023, and 2022, $41.7, $38.9, and $2.4 respectively, was reclassified into earnings.
(3)For the year ended December 31, 2024 and 2023 interest rate swaps included tax effects of $4.0 and $6.9, respectively.
(4)For the year ended December 31, 2024 and 2023 pension included tax effects of $(0.3) and $0.7, respectively.
(5)For the year ended December 31, 2024 cash flow hedges included tax effects of $3.8.
(14) SEGMENT INFORMATION
Operating profit (loss) is the primary income measure used by the chief operating decision maker (“CODM”) to assess segment performance and make operating decisions. Segment performance is assessed exclusive of Corporate and other costs, foreign currency gain (loss), and amortization of intangibles. Corporate and other costs primarily include headquarter management costs, asset impairments and costs that support centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, Legal, and global product platform development and offering management.
Beginning in 2024, the Company allocated centralized engineering, research and development, and information technology costs from Corporate to the respective business segment. These costs were previously included in Corporate and other in our reportable business segment disclosures. Prior year amounts have been reclassed to conform with the current year presentation. Refer to Exhibit 99.2 to Vertiv's current report on Form 8-K filed on February 21, 2024, for a summary of changes made to conform with the current year presentation of the operating profit (loss) for each reportable business segment.
The Company determines its reportable segments based on how operations are managed internally for the products and services sold to customers, including how the results are reviewed by the CODM, which includes determining resource allocation methodologies used for reportable segments. During 2023, we reorganized our internal reporting and realigned our operating segment structure to how our CODM, our Chief Executive Officer, allocates resources and makes decisions. The changes resulted in the identification of two new operating segments, 1) India and 2) Asia, which previously were collectively reported as our legacy Australia & New Zealand, South East Asia and India operating segment. Given the similarities of economic characteristics and other qualitative factors, we aggregate these operating segments with Greater China and we report this as our Asia Pacific reportable segment.
In conjunction with the realignment, the Company concluded the new operating segments also comprised reporting units and the company tested goodwill for impairment for each reporting unit both immediately before and immediately after the business realignment. The Company allocated goodwill to the two new reporting units based on their relative fair value. The goodwill impairment tests under both the legacy and new reporting unit structures concluded that no impairment existed as of the date of the change.
The segment performance measure excludes corporate and other costs, as described herein. Intersegment selling prices approximate market prices. Summarized information about the Company’s results of operations by reportable business segment and product and service offering follows:
Americas includes products and services sold for applications within the data center, communication networks and commercial and industrial markets in North America and Latin America. This segment’s principal product and service offerings include:
-
Products** includes AC and DC power management, thermal management, low/medium voltage switchgear, busbar, integrated modular solutions, racks, single phase UPS, rack power distribution, rack thermal systems, configurable integrated solutions, energy storage solutions, hardware, and software for managing I.T. equipment.
-
Services & spares** includes preventative maintenance, acceptance testing, engineering and consulting, performance assessments, remote monitoring, training, spare parts, and critical digital infrastructure software.
Asia Pacific includes products and services sold for applications within the data center, communication networks and commercial and industrial markets throughout Greater China, Australia & New Zealand, South East Asia, and India. Products and services offered are similar to the Americas segment.
Europe, Middle East & Africa includes products and services sold for applications within the data center, communication networks and commercial and industrial markets in Europe, Middle East & Africa. Products and services offered are similar to the Americas segment.
Reportable Business Segments
| Year Ended December 31, 2024 | |||||||||||||||||||||||
| Americas | Asia Pacific | Europe, Middle East & Africa | Total | ||||||||||||||||||||
| Sales | $ | 4,561.8 | $ | 1,878.0 | $ | 2,317.3 | $ | 8,757.1 | |||||||||||||||
| Intersegment sales | 61.2 | 160.2 | 523.9 | 745.3 | |||||||||||||||||||
| Net Sales | 4,500.6 | 1,717.8 | 1,793.4 | 8,011.8 | |||||||||||||||||||
| Significant segment expenses | |||||||||||||||||||||||
| Cost of sales(1) | 2,726.5 | 1,216.1 | 1,092.4 | 5,035.0 | |||||||||||||||||||
| Marketing, sales and service costs | 294.2 | 120.9 | 95.7 | 510.8 | |||||||||||||||||||
| Engineering, research and development costs | 180.6 | 94.6 | 76.9 | 352.1 | |||||||||||||||||||
| Information technology costs | 88.7 | 61.1 | 39.4 | 189.2 | |||||||||||||||||||
| Restructuring costs | (7.3) | 1.2 | 14.1 | 8.0 | |||||||||||||||||||
| Other segment items(2) | 120.1 | 48.7 | 35.5 | 204.3 | |||||||||||||||||||
| Operating profit (loss) | 1,097.8 | 175.2 | 439.4 | 1,712.4 | |||||||||||||||||||
| Foreign currency gain (loss) | (9.3) | ||||||||||||||||||||||
| Corporate and other | (151.5) | ||||||||||||||||||||||
| Total corporate, other and eliminations | (160.8) | ||||||||||||||||||||||
| Amortization of intangibles | (184.2) | ||||||||||||||||||||||
| Operating profit (loss) | $ | 1,367.4 |
(1) Cost of sales exclusive of engineering, research and development costs.
(2) Other segment expenses mostly consists of general and administrative expenses such as Finance, HR, Treasury and Legal costs.
| Year Ended December 31, 2023 | |||||||||||||||||||||||
| Americas | Asia Pacific | Europe, Middle East & Africa | Total | ||||||||||||||||||||
| Sales | $ | 3,885.2 | $ | 1,615.6 | $ | 1,732.3 | $ | 7,233.1 | |||||||||||||||
| Intersegment sales | 40.7 | 87.8 | 241.4 | 369.9 | |||||||||||||||||||
| Net Sales | 3,844.5 | 1,527.8 | 1,490.9 | 6,863.2 | |||||||||||||||||||
| Significant segment expenses | |||||||||||||||||||||||
| Cost of sales(1) | 2,435.7 | 1,078.6 | 914.8 | 4,429.1 | |||||||||||||||||||
| Marketing, sales and service costs | 320.1 | 117.3 | 95.3 | 532.7 | |||||||||||||||||||
| Engineering, research and development costs | 138.1 | 89.4 | 76.0 | 303.5 | |||||||||||||||||||
| Information technology costs | 74.5 | 57.2 | 34.5 | 166.2 | |||||||||||||||||||
| Restructuring costs | 6.0 | 14.1 | 3.7 | 23.8 | |||||||||||||||||||
| Other segment items(2) | 107.7 | 23.8 | 68.9 | 200.4 | |||||||||||||||||||
| Operating profit (loss)(3) | 762.4 | 147.4 | 297.7 | 1,207.5 | |||||||||||||||||||
| Foreign currency gain (loss) | (16.0) | ||||||||||||||||||||||
| Corporate and other(3) | (138.0) | ||||||||||||||||||||||
| Total corporate, other and eliminations | (154.0) | ||||||||||||||||||||||
| Amortization of intangibles | (181.3) | ||||||||||||||||||||||
| Operating profit (loss) | $ | 872.2 |
(1) Cost of sales exclusive of engineering, research and development costs.
(2) Other segment expenses mostly consists of general and administrative expenses such as Finance, HR, Treasury and Legal costs.
(3) Comparative results for Americas, Asia Pacific, Europe, Middle East & Africa, Corporate and other have been adjusted by ($196.4), ($101.1), ($82.3) and $379.8, respectively, to allocate centralized engineering, research and development, and information technology costs from Corporate to the respective business segment.
| Year Ended December 31, 2022 | |||||||||||||||||||||||
| Americas | Asia Pacific | Europe, Middle East & Africa | Total | ||||||||||||||||||||
| Sales | $ | 2,773.0 | $ | 1,699.3 | $ | 1,556.8 | $ | 6,029.1 | |||||||||||||||
| Intersegment sales | 44.4 | 98.0 | 195.2 | 337.6 | |||||||||||||||||||
| Net Sales | 2,728.6 | 1,601.3 | 1,361.6 | 5,691.5 | |||||||||||||||||||
| Significant segment expenses | |||||||||||||||||||||||
| Cost of sales(1) | 1,964.8 | 1,144.4 | 932.4 | 4,041.6 | |||||||||||||||||||
| Marketing, sales and service costs | 258.9 | 114.3 | 96.9 | 470.1 | |||||||||||||||||||
| Engineering, research and development costs | 127.5 | 87.1 | 67.4 | 282.0 | |||||||||||||||||||
| Information technology costs | 73.3 | 56.3 | 33.9 | 163.5 | |||||||||||||||||||
| Restructuring costs | 1.9 | (1.7) | 0.7 | 0.9 | |||||||||||||||||||
| Other segment items(2) | 64.0 | 24.0 | 73.7 | 161.7 | |||||||||||||||||||
| Operating profit (loss)(3) | 238.2 | 176.9 | 156.6 | 571.7 | |||||||||||||||||||
| Foreign currency gain (loss) | (3.7) | ||||||||||||||||||||||
| Corporate and other(3) | (128.8) | ||||||||||||||||||||||
| Total corporate, other and eliminations | (132.5) | ||||||||||||||||||||||
| Amortization of intangibles | (215.8) | ||||||||||||||||||||||
| Operating profit (loss) | $ | 223.4 |
(1) Cost of sales exclusive of engineering, research and development costs.
(2) Other segment expenses mostly consists of general and administrative expenses such as Finance, HR, Treasury and Legal costs.
(3) Comparative results for Americas, Asia Pacific, Europe, Middle East & Africa, Corporate and other have been adjusted by ($187.9), ($97.5), ($78.0), and $363.4, respectively, to allocate centralized engineering, research and development, and information technology costs from Corporate to the respective business segment.
| Total Assets | December 31, 2024 | December 31, 2023 | |||||||||
| Americas | $ | 3,728.9 | $ | 3,466.4 | |||||||
| Asia Pacific | 1,631.6 | 1,338.4 | |||||||||
| Europe, Middle East & Africa | 2,654.8 | 2,505.4 | |||||||||
| 8,015.3 | 7,310.2 | ||||||||||
| Corporate and other | 1,117.2 | 688.3 | |||||||||
| Total | $ | 9,132.5 | $ | 7,998.5 |
| Year Ended December 31, | |||||||||||||||||
| Depreciation and Amortization | 2024 | 2023 | 2022 | ||||||||||||||
| Americas | $ | 125.9 | $ | 121.1 | $ | 124.1 | |||||||||||
| Asia Pacific | 34.3 | 34.7 | 38.7 | ||||||||||||||
| Europe, Middle East & Africa | 83.7 | 80.9 | 108.9 | ||||||||||||||
| Corporate and other | 33.1 | 34.3 | 30.7 | ||||||||||||||
| Total | $ | 277.0 | $ | 271.0 | $ | 302.4 |
| Year Ended December 31, | |||||||||||||||||
| Capital Expenditures | 2024 | 2023 | 2022 | ||||||||||||||
| Americas | $ | 71.9 | $ | 65.7 | $ | 53.9 | |||||||||||
| Asia Pacific | 39.0 | 25.2 | 23.7 | ||||||||||||||
| Europe, Middle East & Africa | 48.8 | 25.7 | 17.8 | ||||||||||||||
| Corporate and other | 7.3 | 11.3 | 4.6 | ||||||||||||||
| Total | $ | 167.0 | $ | 127.9 | $ | 100.0 |
| Year Ended December 31, | |||||||||||||||||
| Sales by Destination | 2024 | 2023 | 2022 | ||||||||||||||
| United States | $ | 4,085.8 | $ | 3,430.3 | $ | 2,430.6 | |||||||||||
| Europe | 1,523.5 | 1,307.1 | 1,151.6 | ||||||||||||||
| Asia | 1,701.5 | 1,480.3 | 1,543.9 | ||||||||||||||
| Latin America and Canada | 426.9 | 448.9 | 377.3 | ||||||||||||||
| Middle East/Africa | 274.1 | 196.6 | 188.1 | ||||||||||||||
| $ | 8,011.8 | $ | 6,863.2 | $ | 5,691.5 |
Sales in China were $763.0, $682.9, and $746.3 for the years ended December 31, 2024, 2023, and 2022, respectively.
(15) STOCK-BASED COMPENSATION PLANS
The Company’s stock incentive plan permits the granting of incentive stock options or nonqualified stock options; stock appreciation rights; performance awards, which may be cash-or share-based; restricted stock units; restricted stock; and other stock-based awards. We measure and record compensation expense based on the fair value of the Company's common stock on the date of grant for restricted stock and restricted stock units ("RSUs") and the grant date fair value, determined utilizing the Black-Scholes-Merton formula, for stock options. We record compensation cost for service-based awards, including graded-vesting awards, on a straight-line basis over the entire vesting period, or for retirement eligible employees over the requisite service period. We account for the forfeiture of awards as they occur.
In connection with the Business Combination, GSAH’s Board adopted the Vertiv Holdings Co 2020 Stock Incentive Plan (the “2020 Plan”) on December 9, 2019, which was approved by GSAH’s stockholders on February 6, 2020, immediately preceding the Business Combination. Under the 2020 Plan, a total aggregate of 33.5 million share awards issuable were authorized and reserved for issuance for the purpose of better motivating our employees, consultants and directors to achieve superior performance measured by both our key financial and operating metrics as well as relative stock price appreciation. The 2020 Plan is administered by the Compensation Committee of our Board and permits the granting of incentive stock options or nonqualified stock options; stock appreciation rights; performance awards, which may be cash-or share-based; restricted stock units; restricted stock; and other stock-based awards. Beginning with the first business day of each calendar year beginning in 2021, the number of shares will increase by the least of (a) 10.5 million shares, (b) 3% of the number of shares outstanding as of the last day of the immediately preceding calendar year, or (c) a lesser number of shares determined by the Compensation Committee.
Stock Options
Stock options are generally granted to certain employees and directors to purchase common shares at an exercise price equal to the market price of the Company’s stock at the date of the grant. Option awards generally vest 25% per year over 4 years of continuous service and have 10-year contractual terms.
The Company uses a Black-Scholes-Merton option pricing model to estimate the fair value of stock options. The principal significant assumptions utilized in valuing stock options include the expected stock price volatility (based on the most recent historical period equal to the expected life of the option); the expected option life (an estimate based on historical experience); the expected dividend yield; and the risk-free interest rate (an estimate based on the yield of United States Treasury zero coupon with a maturity equal to the expected life of the option). Because the Company only recently became publicly traded, we do not have sufficient historical information on which to base expected volatility. As such, our volatility assumption is based on the historical and implied volatility of similar public companies, which were identified considering factors such as industry, stage of life cycle, size, and financial leverage. Because the Company does not have sufficient historical option exercise experience upon which we can estimate the expected term we estimate the expected term using the average of the vesting period and the contractual period of the award.
A summary of the weighted average assumptions used in determining the fair value of stock options follows:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Expected volatility | 30.19 | % | 37.09 | % | 37.31 | % | |||||||||||
| Expected option life in years | 6.25 | 6.25 | 6.25 | ||||||||||||||
| Expected dividend yield | 0.14 | % | 0.06 | % | 0.08 | % | |||||||||||
| Risk-free interest rate | 4.08 | % | 4.23 | % | 2.31 | % | |||||||||||
| Weighted-average fair value of stock options | $ | 27.29 | $ | 7.26 | $ | 5.04 |
A summary of the 2024 stock option activity follows:
| Options | Weighted-average exercise price per option | Weighted-average remaining contractual life in years | Aggregate intrinsic value (1) | ||||||||||||||||||||
| Outstanding at January 1, 2024 | 11,155,357 | $ | 14.30 | ||||||||||||||||||||
| Granted | 1,358,545 | 71.84 | |||||||||||||||||||||
| Exercised | (2,513,784) | 13.18 | |||||||||||||||||||||
| Forfeited and canceled | (300,688) | 28.80 | |||||||||||||||||||||
| Outstanding at December 31, 2024 | 9,699,430 | $ | 22.20 | 7.12 | $ | 886.6 | |||||||||||||||||
| Exercisable at December 31, 2024 | 3,909,558 | $ | 14.10 | 6.30 | $ | 389.0 |
(1)The aggregate intrinsic value in the table above represents the difference between the Company’s stock price on the last trading day of 2024 and the exercise price of each in-the-money option on the last day of the period presented.
For the years ended December 31, 2024, 2023, and 2022 total compensation expense relating to stock options was $19.6, $14.3, and $15.3, respectively. As of December 31, 2024, there was $45.7 of total unrecognized compensation cost related to unvested options. That cost is expected to be recognized over a weighted-average period of 2.11 years.
Restricted Stock Units
RSUs have been issued to certain employees and directors as of December 31, 2024 and entitle the holder to receive one common share for each RSU upon vesting. RSU shares are accounted for at fair value based upon the closing stock price on the date of grant. The corresponding expense is amortized over the vesting period, generally over seven years. A summary of the 2024 RSU activity follows:
| Restricted stock units | Weighted-average fair value per unit | ||||||||||
| Outstanding at January 1, 2024 | 2,726,895 | $ | 16.90 | ||||||||
| Granted | 289,966 | 77.22 | |||||||||
| Vested | (643,332) | 14.45 | |||||||||
| Forfeited and canceled | (166,888) | 20.18 | |||||||||
| Outstanding at December 31, 2024 | 2,206,641 | $ | 25.24 |
For the year ended December 31, 2024, 2023 and 2022 total compensation expense relating to RSUs was $7.3 and $7.8, and $9.2, respectively. As of December 31, 2024, there was $46.2 of total unrecognized compensation cost related to unvested RSUs. That cost is expected to be recognized over a weighted-average period of 4.59 years.
Performance Awards
On November 18, 2022, the Company granted long-term performance awards as a part of its 2020 stock incentive plan to certain executive officers. The performance awards are contingent upon the Company meeting internal company-based metrics, and to the extent earned will be settled in RSUs that must be held until January 1, 2027 to vest into shares of the Company’s common stock.
The performance awards vest after a four-year period and are based on achieving a company-based metric in fiscal year 2023, 2024 and 2025, respectively. To the extent awards are earned based on achieving a company-based metric, the dollar value will convert into RSUs. The RSUs, to the extent earned, vest on January 1, 2027 as shares of the Company’s common stock. The amount of stock distributed will vary based on the company-based metric achieved in each fiscal year and the future price of the shares.
The fair value for all internal company-based metric performance awards is monitored quarterly and if it becomes probable that such goals will not be achieved or will be exceeded, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. For the year ended December 31, 2024, 2023 and 2022, total compensation expense relating to the performance awards was $7.7, $2.9, and $0.2 respectively. For the year ended December 31, 2024 and 2023 the company-based metrics were achieved.
(16) EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) adjusted for the gain on fair value of warrant liability, if the warrants are in-the-money and the impact is dilutive, by the weighted-average number of common shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive equity-based compensation and warrants.
The details of the earnings per share calculations for the years ended December 31, 2024, 2023, and 2022 are as follows:
| Year Ended December 31, | ||||||||||||||||||||
| (in millions, except per share and per share amounts) | 2024 | 2023 | 2022 | |||||||||||||||||
| Basic earnings (loss) per share computation: | ||||||||||||||||||||
| Net income (loss) | $ | 495.8 | $ | 460.2 | $ | 76.6 | ||||||||||||||
| Weighted-average number of shares outstanding - basic | 376,418,933 | 380,144,059 | 376,730,519 | |||||||||||||||||
| Basic earnings per share | $ | 1.32 | $ | 1.21 | $ | 0.20 | ||||||||||||||
| Diluted earnings (loss) per share computation: | ||||||||||||||||||||
| Net income (loss) | $ | 495.8 | $ | 460.2 | $ | 76.6 | ||||||||||||||
| Gain on fair value of warrant liabilities | — | — | (90.9) | |||||||||||||||||
| Net income (loss) adjusted for the gain on fair value of warrant liabilities | $ | 495.8 | $ | 460.2 | $ | (14.3) | ||||||||||||||
| Weighted-average number of shares outstanding - basic | 376,418,933 | 380,144,059 | 376,730,519 | |||||||||||||||||
| Dilutive effect of private warrants | — | — | 1,493,532 | |||||||||||||||||
| Dilutive effect of equity-based compensation | 9,906,125 | 6,082,208 | — | |||||||||||||||||
| Weighted-average number of shares outstanding - diluted | 386,325,058 | 386,226,267 | 378,224,051 | |||||||||||||||||
| Diluted earnings (loss) per share | $ | 1.28 | $ | 1.19 | $ | (0.04) |
The dilutive effect of stock awards was 9.9 million for the year ended December 31, 2024. Additionally, 1.1 million stock awards and 4.3 million warrants were also outstanding during the year ended December 31, 2024, but were not included in the computation of diluted earnings per common share because the effect would be anti-dilutive.
The dilutive effect of stock awards was 6.1 million shares for the year ended December 31, 2023. Additionally, 0.3 million stock awards and 3.2 million warrants were also outstanding during the year ended December 31, 2023, but were not included in the computation of diluted earnings per common share because the effect would be anti-dilutive.
The dilutive effect of stock awards was 1.5 million for the year ended December 31, 2022. Additionally, 15.8 million stock awards were also outstanding during the year ended December 31, 2022, but were not included in the computation of diluted earnings per common share because the effect would be anti-dilutive.
(17) COMMITMENTS AND CONTINGENCIES
The Company is a party to a number of pending legal proceedings and claims, including those involving general and product liability and other matters. The Company accrues for such liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Accruals are based on developments to date; management’s estimates of the outcomes of these matters; the Company’s experience in contesting, litigating and settling similar matters; and any related insurance coverage. While the Company believes that a material adverse impact is unlikely, given the inherent uncertainty of litigation, a future development in these matters could have a material adverse impact on the Company. The Company is unable to estimate any additional loss or range of loss that may result from the ultimate resolution of these matters, other than those described below.
On December 28, 2017, Vertiv acquired Energy Labs, Inc. (“Energy Labs”). The purchase agreement contained a provision for contingent consideration in the form of an earn-out payment based on the achievement of 2018 operating results. The range of payment outcomes was zero to $34.5. On June 4, 2019, Vertiv notified the selling stockholders of Energy Labs of Vertiv’s determination that the applicable 2018 operating results had not been achieved and that no contingent consideration was due to the selling stockholders. On September 6, 2019, the selling stockholders of Energy Labs notified Vertiv of their dispute regarding the contingent consideration allegedly due to them. The selling stockholders assert that the applicable 2018 operating results were exceeded and that Vertiv owes $34.5 in earn-out, the highest amount of earn-out possible under the agreement. On December 21, 2021, the parties agreed to a settlement term sheet, which includes, among other terms, the following: the Company agreed to pay $21.5 to the selling stockholders of Energy Labs; a full and complete waiver, release and discharge of all claims and liabilities; and a dismissal of the pending lawsuit. The parties executed a Settlement Agreement on December 30, 2021 consistent with the aforementioned terms. On January 12, 2022, the Company paid the agreed upon settlement of $21.5.
On August 3, 2021, an American Arbitration Association arbitration hearing commenced with respect to a 2018 claim filed by Vertiv against SVO Building One, LLC (“SVO”) alleging damages of approximately $12.0 with respect to (i) unremitted payment for work and materials in connection with, the design, engineering, procurement, installation, construction, and commissioning of a data center located in Sacramento, California and (ii) damages and injunctive relief relating to SVO’s unauthorized use of Vertiv’s intellectual property and work product. SVO filed a counterclaim in 2018 alleging damages of approximately $18.0 relating to (i) allegations that Vertiv was not a duly licensed contractor at all times during the project in violation of California’s contractor license regulations, (ii) breach of warranty, and (iii) gross negligence. On September 3, 2021, the arbitrator issued an interim phase one ruling finding (1) that Vertiv was in violation of California contractor license regulations and was barred from recovery of approximately $9.0 for work performed and equipment delivered in connection with the project, as well as requiring disgorgement plus interest of $10.0, (2) SVO was not in violation of California’s contractor license regulations, and (3) Vertiv and SVO agreed to a traditional baseball arbitration provision under the terms and conditions for the project, wherein each party is required to submit a proposed final award to the arbitrator for consideration, and the arbitrator is required to select one of the proposed awards submitted by the parties as the final award in the arbitration and is prohibited from issuing an alternative award. On December 31, 2021, the parties entered into a settlement agreement on ordinary and customary terms, settling all of the disputes between them. As of December 31, 2023, 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 May 3, 2022, a putative securities class action, In re Vertiv Holdings Co Securities Litigation, 22-cv-3572, was filed against Vertiv, certain of the Company’s officers and directors, and other defendants in the Southern District of New York. Plaintiffs filed an amended complaint on September 16, 2022. The amended complaint alleges that certain of the Company’s public statements were materially false and/or misleading with respect to inflationary and supply chain pressures and pricing issues, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended. These claims are asserted on behalf of a putative class of all persons and entities that (i) purchased Vertiv securities between February 24, 2021 and February 22, 2022; and/or (ii) purchased Vertiv securities in or traceable to the November 4, 2021 secondary public offering by a selling stockholder pursuant to a resale registration statement. 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 (the "Sullivan Action"), 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. Further, on November 19, 2024, another Vertiv shareholder, Laura Hanna, brought a derivative lawsuit, Hanna v. Johnson, et al. (the "Hanna Action"), against Vertiv (as nominal defendant only) and certain of Company’s directors and officers in Delaware Court of Chancery for breach of fiduciary duty. The complaints allege 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. The Sullivan Action has been stayed since August 10, 2023 pending the outcome of the motion to dismiss in the securities class action. On February 13, 2025, the Delaware Court of Chancery entered an order that (i) consolidated the Sullivan Action and Hanna Action into a single consolidated derivative lawsuit, In re Vertiv Holdings Co Stockholder Derivative Litigation, Consolidated C.A. No. 2023-0608-NAC (the “Consolidated Derivative Action”), (ii) designated the complaint in the Hanna Action as the operative complaint in the Consolidated Derivative Action, and (iii) stayed the Consolidated Derivative Action on terms identical to those of the existing stay of the Sullivan Action.
The Company believes it has meritorious defenses against the allegations made in the aforementioned lawsuits, which are at the preliminary stages. However, the Company is unable at this time to predict the outcome of these matters or the amount of any cost associated with their resolution.
In November 2023, following the filing of the putative securities class action and the Sullivan Action 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 those actions. 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. After further investigation and discussion with SAT, TDP agreed to make payments and fees totaling approximately payments and fees totaling approximately $10.1 were recorded in “Accrued expenses and other liabilities” on the Consolidated Balance Sheets as of December 31, 2023 and subsequently paid in the first quarter of 2024. The Company intends to seek reimbursement of this amount as an undue payment from SAT, for which the outcome is currently unknown and no receivable has been established.
The Company is 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.
Bank Guarantees and Bonds
In the ordinary course of business, we are required to commit to bank guarantees and bonds that require payments to our customers for any non-performance. The outstanding face value of these instruments fluctuates with the value of our projects in progress. As of December 31, 2024 the outstanding value of bank guarantees and bonds totaled $133.4.
As of December 31, 2024, 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.
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