UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended March 31, ~~2020~~

2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __to__

Commission File No. 001-38518

Vertiv Holdings Co

(Exact name of registrant as specified in itits charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

81-2376902

(I.R.S Employer

Identification No.)

1050 Dearborn Dr, Columbus, Ohio 43085

(Address of principal executive offices including zip code)

614-888-0246

(Registrant's telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

VRT

~~New York Stock Exchange~~

~~Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one~~

~~VERT. U~~

~~New York Stock Exchange~~

~~redeemable warrant to purchase one share of Class A common stock~~

~~Redeemable warrants to purchase Class A common stock~~

~~VRT WS~~

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☐☒

Accelerated filer

☒☐

Non-accelerated filer

☐

Smaller reporting company

☒☐

Emerging growth company

☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒☐

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~May 5, 2020,~~April 30, 2021, there were ~~328,411,705~~352,206,525 shares of ~~the~~ our Class A common stock, par value $0.0001, issued and outstanding.

TABLE OF CONTENTS

Page

Part I - Financial Information

Item 1.

Financial Statements

Condensed Consolidated Statements of Earnings (Loss)

Condensed Consolidated Statements of Comprehensive Income (loss)

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Changes in Stockholders' Equity

Notes to Unaudited Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

2825

Item 3.

Quantitative and Qualitative Disclosures ~~about~~A bout Market Risk

3432

Item 4.

Controls and Procedures

3532

Part II - Other Information

Unregistered Sales of ~~equity securities~~E quity S ecurities and ~~use~~U se of ~~proceeds~~P roceeds

3834

Item 3.

Defaults Upon Senior Securities

3834

I ~~tem~~Item 4.

Mine Safety Disclosures

3834

I ~~tem~~Item 5.

Other ~~information~~I nformation

Table of co ~~ntents~~contents

Part I. Financial Information

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions except for per share data)

Three months ended March 31, 2020 Three months ended March 31, 2019
Net sales:
Net sales - products $ 647.2 $ 813.3
Net sales - services 250.1 241.5
Net sales 897.3 1,054.8
Costs and expenses:
Cost of sales - products 463.2 566.2
Cost of sales - services 147.1 141.4
Cost of sales 610.3 707.6
Selling, general and administrative expenses 264.8 286.4
Loss on extinguishment of debt 174.0 —
Other deductions, net 34.4 38.8
Interest expense, net 68.9 77.8
Loss before income taxes (255.1) (55.8)
Income tax expense 13.8 18.5
Net loss $ (268.9) $ (74.3)
Earnings (loss) per share:
Basic and diluted $ (1.12) $ (0.63)
Weighted-average shares outstanding:
Basic and diluted 240,656,864 118,261,955


	Three months ended March 31, 2021		Three months ended March 31, 2020 (as restated)
Net sales
Net sales - products	$	844.0	$	647.2
Net sales - services	254.4		250.1
Net sales	1,098.4		897.3
Costs and expenses
Cost of sales - products	593.4		463.2
Cost of sales - services	147.0		147.1
Cost of sales	740.4		610.3
Operating expenses
Selling, general and administrative expenses	250.1		264.8
Amortization of intangibles	31.8		32.4
Restructuring costs	2.0		(1.1)
Foreign currency (gain) loss, net	(6.9)		1.8

Other operating expense (income)	1.2		1.3
Operating profit (loss)	79.8		(12.2)
Interest expense, net	24.1		68.9
Loss on extinguishment of debt	0.4		174.0
Change in fair value of warrant liabilities	13.6		(60.6)
Income (loss) before income taxes	41.7		(194.5)
Income tax expense	10.0		13.8
Net income (loss)	$	31.7	$	(208.3)

Earnings (loss) per share:
Basic	$	0.09	$	(0.87)
Diluted	$	0.09	$	(0.87)
Weighted-average shares outstanding:
Basic	349,603,701		240,656,864
Diluted	353,448,585		240,656,864

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Table of contents

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

VERTIV HOLDINGS CO

(Dollars in millions)

Three months ended March 31, 2020 Three months ended March 31, 2019
Net loss $ (268.9) $ (74.3)
Other comprehensive income (loss), net of tax:
Foreign currency translation (54.3) 6.7
Cash flow hedges (24.0) —
Tax receivable agreement 25.9 —
Pension (0.2) —
Comprehensive loss $ (321.5) $ (67.6)


	Three months ended March 31, 2021		Three months ended March 31, 2020 (as restated)
Net income (loss)	$	31.7	$	(208.3)
Other comprehensive income (loss), net of tax:
Foreign currency translation	(36.1)		(54.3)
Interest rate swaps	33.9		(24.0)
Tax receivable agreement	4.1		25.9
Pension	(0.8)		(0.2)
Comprehensive income (loss)	$	32.8	$	(260.9)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Table of contents

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

VERTIV HOLDINGS CO

(Dollars in millions)

March 31, 2020 December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents $ 293.2 $ 223.5
Accounts receivable, less allowances of $23.8 and $19.9, respectively 1,144.0 1,212.2
Inventories 445.5 401.0
Other current assets 183.0 180.7
Total current assets 2,065.7 2,017.4
Property, plant and equipment, net 412.7 428.2
Other assets:
Goodwill 596.3 605.8
Other intangible assets, net 1,385.3 1,441.6
Deferred income taxes 7.9 9.0
Other 162.0 155.4
Total other assets 2,151.5 2,211.8
Total assets $ 4,629.9 $ 4,657.4
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt $ 22.2 $ —
Accounts payable 591.7 636.8
Accrued expenses and other liabilities 746.7 867.7
Income taxes 17.6 15.2
Total current liabilities 1,378.2 1,519.7
Long-term debt, net 2,418.9 3,467.3
Deferred income taxes 112.2 124.7
Other long-term liabilities 388.7 250.5
Total liabilities 4,298.0 5,362.2
Equity
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, NaN issued and outstanding — —
Common stock, $0.0001 par value, 700,000,000 shares authorized, 328,411,705 and 118,261,955 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively — —
Additional paid-in capital 1,635.9 277.7
Accumulated deficit (1,269.5) (1,000.6)
Accumulated other comprehensive (loss) income (34.5) 18.1
Total equity (deficit) 331.9 (704.8)
Total liabilities and equity $ 4,629.9 $ 4,657.4


	March 31, 2021		December 31, 2020 (as restated)
ASSETS
Current assets:
Cash and cash equivalents	$	677.2	$	534.6
Accounts receivable, less allowances of $21.7 and $22.3, respectively	1,294.5		1,354.4
Inventories	511.1		446.6
Other current assets	183.4		183.2
Total current assets	2,666.2		2,518.8
Property, plant and equipment, net	413.0		427.6
Other assets:
Goodwill	599.8		607.2
Other intangible assets, net	1,262.7		1,302.5
Deferred income taxes	18.1		20.9
Other	201.6		196.8
Total other assets	2,082.2		2,127.4
Total assets	$	5,161.4	$	5,073.8
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt and short-term borrowings	$	22.0	$	22.0
Current portion of warrant liabilities	0		68.5
Accounts payable	737.8		730.5
Accrued expenses and other liabilities	869.2		901.8
Income taxes	16.4		18.8
Total current liabilities	1,645.4		1,741.6
Long-term debt, net	2,126.9		2,130.5
Deferred income taxes	104.0		116.5
Warrant liabilities	101.3		87.7
Other long-term liabilities	455.1		485.4
Total liabilities	4,432.7		4,561.7
Equity
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, NaN issued and outstanding	0		0
Common stock, $0.0001 par value, 700,000,000 shares authorized, 351,516,790 and 342,024,612 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	0		0
Additional paid-in capital	1,975.6		1,791.8
Accumulated deficit	(1,299.5)		(1,331.2)
Accumulated other comprehensive (loss) income	52.6		51.5
Total equity	728.7		512.1
Total liabilities and equity	$	5,161.4	$	5,073.8

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Table of contents

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

VERTIV HOLDINGS CO

(Dollars in millions)

Three months ended March 31, 2020 Three months ended March 31, 2019
Cash flows from operating activities:
Net loss $ (268.9) $ (74.3)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation 14.2 14.2
Amortization 36.3 35.4
Deferred income taxes (3.6) (3.5)
Amortization of debt discount and issuance costs 5.9 7.5
Loss on extinguishment of debt 174.0 —
Changes in operating working capital (134.4) (11.9)
Other (18.2) (1.1)
Net cash used for operating activities (194.7) (33.7)
Cash flows from investing activities:
Capital expenditures (6.7) (10.7)
Investments in capitalized software (1.8) (3.9)
Proceeds from disposition of property, plant and equipment — 3.8
Net cash used for investing activities (8.5) (10.8)
Cash flows from financing activities:
Borrowings from ABL revolving credit facility 324.2 113.4
Repayments of ABL revolving credit facility (193.1) (172.8)
Borrowing on Term Loan, net of discount 2,189.0 —
Repayment on Prior Term Loan (2,070.0) —
Repayment of Prior Notes (1,370.0) —
Payment of redemption premiums (75.0) —
Payment of debt issuance cost (11.2) —
Proceeds from reverse recapitalization, net 1,827.0 —
Payment to Vertiv Stockholder (341.6) —
Net cash provided by (used for) financing activities 279.3 (59.4)
Effect of exchange rate changes on cash and cash equivalents (6.4) 1.4
Increase (decrease) in cash, cash equivalents and restricted cash 69.7 (102.5)
Beginning cash, cash equivalents and restricted cash 233.7 225.3
Ending cash, cash equivalents and restricted cash $ 303.4 $ 122.8
Changes in operating working capital
Accounts receivables $ 68.2 $ 56.3
Inventories (44.5) (3.1)
Other current assets 1.4 (28.2)
Accounts payable (43.4) (64.2)
Accrued expenses and other liabilities (120.3) 18.0
Income taxes 4.2 9.3
Total changes in operating working capital $ (134.4) $ (11.9)


	Three months ended March 31, 2021		Three months ended March 31, 2020 (as restated)
Cash flows from operating activities:
Net income (loss)	$	31.7	$	(208.3)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation	16.9		14.2
Amortization	35.3		36.3
Deferred income taxes	(7.5)		(3.6)
Amortization of debt discount and issuance costs	1.8		5.9
Loss on extinguishment of debt	0.4		174.0

Change in fair value of warrant liabilities	13.6		(60.6)
Changes in operating working capital	(44.6)		(139.2)
Stock based compensation	5.6		0.7
Changes in tax receivable agreement	1.8		9.0
Other	5.7		(23.1)
Net cash provided by (used for) operating activities	60.7		(194.7)
Cash flows from investing activities:
Capital expenditures	(16.8)		(6.7)
Investments in capitalized software	(1.1)		(1.8)

Net cash used for investing activities	(17.9)		(8.5)
Cash flows from financing activities:
Borrowings from ABL revolving credit facility	0		324.2
Repayments of ABL revolving credit facility	0		(193.1)




Borrowing on Term Loan, net of discount	0		2,189.0
Repayment on Term Loan	(5.5)		0
Repayment on Prior Term Loan	0		(2,070.0)
Repayment of Prior Notes	0		(1,370.0)
Payment of redemption premiums	0		(75.0)
Payment of debt issuance costs	0		(11.2)
Proceeds from reverse recapitalization, net	0		1,827.0
Payment to Vertiv Stockholder	0		(341.6)
Proceeds from the exercise of warrants	107.5		0
Exercise of employee stock options	0.9		0

Net cash provided by financing activities	102.9		279.3
Effect of exchange rate changes on cash and cash equivalents	(3.1)		(6.4)
Increase (decrease) in cash, cash equivalents and restricted cash	142.6		69.7
Beginning cash, cash equivalents and restricted cash	542.6		233.7
Ending cash, cash equivalents and restricted cash	$	685.2	$	303.4
Changes in operating working capital
Accounts receivable	$	47.1	$	63.8
Inventories	(68.4)		(46.0)
Other current assets	(5.3)		1.4
Accounts payable	20.7		(42.3)
Accrued expenses and other liabilities	(41.5)		(120.3)
Income taxes	2.8		4.2
Total changes in operating working capital	$	(44.6)	$	(139.2)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Table of contents

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

VERTIV HOLDINGS CO

(Dollars in millions)


		Share Capital													Share Capital
		Shares	Amount		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
Balance at December 31, 2018, as originally reported		1,000,000	$	—	$	277.7	$	(859.8)	$	41.8	$	(540.3)
Conversion of units of share capital		117,261,955	—		—		—		—		—
Balance at December 31, 2018, as recasted ⁽¹⁾		118,261,955	—		277.7		(859.8)		41.8		(540.3)
Net loss		—	—		—		(74.3)		—		(74.3)
Other comprehensive loss, net of tax		—	—		—		—		6.7		6.7
Balance as of March 31, 2019, as recasted ⁽¹⁾		118,261,955	$	—	$	277.7	$	(934.1)	$	48.5	$	(607.9)
														Shares	Amount		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
Balance at December 31, 2019, as originally reported	Balance at December 31, 2019, as originally reported	1,000,000	$	—	$	277.7	$	(1,000.6)	$	18.1	$	(704.8)	Balance at December 31, 2019, as originally reported	1,000,000	$	0	$	277.7	$	(1,000.6)	$	18.1	$	(704.8)
Conversion of units of share capital	Conversion of units of share capital	117,261,955	—		—		—		—		—		Conversion of units of share capital	117,261,955	—		—		—		—		—
Balance at December 31, 2019, as recasted ⁽¹⁾	Balance at December 31, 2019, as recasted ⁽¹⁾	118,261,955	—		277.7		(1,000.6)		18.1		(704.8)		Balance at December 31, 2019, as recasted (1)	118,261,955	0		277.7		(1,000.6)		18.1		(704.8)
Tax Receivable Agreement	Tax Receivable Agreement	—	—		(133.4)		—		—		(133.4)		Tax Receivable Agreement	—			(133.4)		—		—		(133.4)
Net loss		—	—		—		(268.9)		—		(268.9)
Net income (loss)													Net income (loss)	—	—				(208.3)		—		(208.3)
Stock issuance	Stock issuance	123,900,000	—		1,195.1		—		—		1,195.1		Stock issuance	123,900,000	—		1,195.1		—		—		1,195.1
Merger recapitalization		86,249,750	—		295.8		—		—		295.8
Stock-based Compensation		—	—		0.7		—		—		0.7
Merger recapitalization (2)													Merger recapitalization (2)	86,249,750	—		179.5		—		—		179.5
Stock-based compensation													Stock-based compensation	—	—		0.7		—		—		0.7
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—	—		—		—		(52.6)		(52.6)		Other comprehensive loss, net of tax	—	—		—		—		(52.6)		(52.6)
Balance at March 31, 2020		328,411,705	$	—	$	1,635.9	$	(1,269.5)	$	(34.5)	$	331.9
Balance at March 31, 2020, as restated													Balance at March 31, 2020, as restated	328,411,705	$	0	$	1,519.6	$	(1,208.9)	$	(34.5)	$	276.2

Balance at December 31, 2020, as restated													Balance at December 31, 2020, as restated	342,024,612	0		$	1,791.8	$	(1,331.2)	$	51.5	$	512.1

Net income (loss)													Net income (loss)	—	—		—		31.7		—		31.7

Exercise of employee stock options													Exercise of employee stock options	76,047	—		0.9		—		—		0.9
Employee 401K match with Vertiv stock													Employee 401K match with Vertiv stock	69,309	—		1.3		—		—		1.3
Exercise of warrants (3)													Exercise of warrants (3)	9,346,822	—		176.0		—		—		176.0
Stock-based compensation													Stock-based compensation	—	—		5.6		—		—		5.6
Other comprehensive loss, net of tax													Other comprehensive loss, net of tax	—	—		—		—		1.1		1.1
Balance at March 31, 2021													Balance at March 31, 2021	351,516,790	$	0	$	1,975.6	$	(1,299.5)	$	52.6	$	728.7

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

(2)The merger recapitalization includes the fair value of $116.3 of Public Warrants and Private Placement Warrants as of February 7, 2020.

(3)The exercise of warrants includes $107.5 of cash received during the three months ended March 31, 2021 for the exercise of Public Warrants.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Table of contents

Vertiv Holdings Co

Notes to Consolidated Financial ~~Statements(Unaudited)~~Statements (Unaudited)

(Dollars in millions, except as otherwise specified and per share amounts)

(1) DESCRIPTION OF BUSINESS

Vertiv Holdings Co ("Holdings Co", and together with its majority-owned subsidiaries, “Vertiv”, "we", "our", or "the Company"), formerly known as GS Acquisition Holdings Corp ("GSAH"), provides mission-critical infrastructure technologies and life cycle services for data centers, communication networks, and commercial and industrial environments. Vertiv’s offerings include power conditioning and uninterruptible power systems, thermal management, integrated data center control devices, software, monitoring, and service. Vertiv manages and reports results of operations for 3 business segments: Americas; Asia Pacific; and Europe, Middle East & Africa.

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

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

The aggregate merger consideration paid by GSAH in connection with the consummation of the Business Combination was approximately $1,526.2 (the “Merger Consideration”). The Merger Consideration was paid in a combination of cash and stock. The amount of cash consideration paid to the Vertiv Stockholder upon the consummation of the Business Combination was $341.6. The remainder of the consideration paid to the Vertiv Stockholder upon the consummation of the Business Combination was stock consideration (“Stock Consideration”), consisting of 118,261,955 newly-issued shares of our Class A common stock (the “Stock Consideration Shares”), which shares were valued at $10.00 per share for purposes of determining the aggregate number of shares of our Class A common stock payable to the Vertiv Stockholder as part of the Merger Consideration. In addition, the Vertiv Stockholder is entitled to receive additional future cash consideration with respect to the Business Combination in the form of amounts payable under a Tax Receivable Agreement, dated as of the Closing Date, by and between the Company and the Vertiv Stockholder (the “Tax Receivable Agreement”). See Note 11 to the unaudited condensed consolidated financial statements for additional information.

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

In connection with the Business Combination, GS Acquisition Holdings Corp changed its name to Vertiv Holdings Co and changed the trading symbols for its units, each unit representing one share of Class A common stock and one-third of one redeemable warrant to acquire one share of Class A common stock, that were issued in the IPO (less the number of units that have been separated into the underlying shares of Class A common stock 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

~~Table of contents~~

were changed from “GSAH.U,” “GSAH” and “GSAH WS,” to “VERT.U,” “VRT” and “VRT WS,” respectively. As a result of the Business Combination, Vertiv Holdings Co became the owner, directly or indirectly, of all of the assets of Vertiv and its subsidiaries, and the Vertiv Stockholder holds a portion of the Company’s Class A common stock.

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

(2) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America and the rules and regulations of the Securities and Exchange Commission ("SEC") and include the accounts of the Company and its subsidiaries in which the Company has a controlling interest. These condensed consolidated interim financial statements do not include all of the information and footnotes required for complete financial statements. In management’s opinion, these financial statements reflect all adjustments of a normal, recurring nature necessary for a fair presentation of the results for the interim periods presented.

The presentation of certain prior period amounts includes the reclassification of intangible amortization expense, restructuring costs and net foreign currency (gain) loss into separate components within operating expenses to conform to the current period presentation.

The preparation of financial statements in conformity with GAAP in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates. Results for these interim periods are not necessarily indicative of results to be expected for the full year due to, among other reasons, the continued uncertainty of general economic conditions due to the COVID-19 pandemic that ~~is impacting~~has impacted, and may continue to impact, our sales channels, supply chain, manufacturing operations, workforce, or other key aspects of our operations.

Restatement of Previously Issued Condensed Consolidated Financial Statements

The notes included herein should be read in conjunction with the Company's restated audited consolidated financial statements included in the ~~Company’s Current~~Company's Annual Report on Form ~~8 K/~~10-K/A filed with the SEC on April 30, 2021 (the "2020 Form 10-K/A").

As previously disclosed in our 2020 Form 10-K/A as filed on April 30, 2021, we restated the Company’s previously issued consolidated financial statements as of and for the year ended December 31, ~~2019. The December 31, 2019 information has been derived from the Company’s annual financial statements included in Form 8 K/A for the year ended December 31, 2019.~~

~~Recently Adopted Accounting Pronouncements~~

~~Effective January 1,~~ 2020, ~~we adopted the Financial Accounting Standards Board Accounting Standards Update ("ASU") 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic~~ ~~350-40)~~, which aligns the requirements for capitalizing implementation costs incurred in a service contract hosting arrangement with those of developing or obtaining internal-use software. The guidance was adopted prospectively to all implementation costs incurred after the date of adoption, which are now recorded in other assets in the current year compared to intangible assets in the prior year on the unaudited condensed consolidated balance sheets and payments are recorded in cash flows from operating activities in the current year compared to investing activities in the prior year on the unaudited condensed consolidated statement of cash flows.

Effective January 1, 2020, we adopted ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326), a new standard to replace the incurred loss impairment methodology under current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoptionas well each of the ~~standard did not~~quarters within 2020 to make the necessary accounting corrections related to warrant accounting. We have ~~a significant impact on the unaudited~~restated herein our condensed consolidated financial ~~statements.~~statements as of and for the quarter ended March 31, 2020. We have also restated related amounts within the accompanying footnotes to the condensed consolidated financial statements.The impact to the quarter ended March 31, 2020 was a decrease to net loss of $60.6, an increase to Warrant liabilities of $55.7 and a corresponding decrease to Additional paid in capital of $116.3.

(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.

Table of contents

Disaggregation of Revenues

Beginning in the second quarter of 2020, sales were moved within product and service offering categories to reflect a strategic realignment within the Company's matrix organizational structure. Comparative results for the three months ended March 31, 2020 have been adjusted to reflect this modification. Additionally, product and service offering category names were revised as follows: Services & software solutions changed to Service & spares, and I.T. edge & infrastructure changed to Integrated rack solutions. There was no change in the description of the Critical infrastructure & solutions offering.

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


		Three months ended March 31, 2020															Three months ended March 31, 2021
		Americas		Asia Pacific		Europe, Middle East, & Africa		Total			Americas		Asia Pacific		Europe, Middle East, & Africa		Total
Sales by Product and Service Offering:	Sales by Product and Service Offering:									Sales by Product and Service Offering:
Critical infrastructure & solutions	Critical infrastructure & solutions	$	264.1	$	123.1	$	112.2	$	499.4	Critical infrastructure & solutions	$	279.2	$	216.3	$	132.4	$	627.9
Services & software solutions		159.8		76.9		65.9		302.6
I.T. & Edge infrastructure		42.8		23.9		28.6		95.3
Services & spares										Services & spares	154.2		95.5		72.1		321.8
Integrated rack solutions										Integrated rack solutions	68.1		45.6		35.0		148.7
Total	Total	$	466.7	$	223.9	$	206.7	$	897.3	Total	$	501.5	$	357.4	$	239.5	$	1,098.4

Timing of revenue recognition:	Timing of revenue recognition:									Timing of revenue recognition:
Products and services transferred at a point in time	Products and services transferred at a point in time	$	313.2	$	160.9	$	165.8	$	639.9	Products and services transferred at a point in time	$	360.5	$	281.6	$	195.0	$	837.1
Products and services transferred over time	Products and services transferred over time	153.5		63.0		40.9		257.4		Products and services transferred over time	141.0		75.8		44.5		261.3
Total	Total	$	466.7	$	223.9	$	206.7	$	897.3	Total	$	501.5	$	357.4	$	239.5	$	1,098.4


		Three months ended March 31, 2019															Three months ended March 31, 2020
		Americas		Asia Pacific		Europe, Middle East, & Africa		Total			Americas		Asia Pacific		Europe, Middle East, & Africa		Total
Sales by Product and Service Offering:(1)	Sales by Product and Service Offering:(1)									Sales by Product and Service Offering:(1)
Critical infrastructure & solutions	Critical infrastructure & solutions	$	359.4	$	138.4	$	141.0	$	638.8	Critical infrastructure & solutions	$	239.8	$	116.3	$	105.4	$	461.5
Services & software solutions		152.2		85.2		68.6		306.0
I.T. & Edge infrastructure		42.8		35.4		31.8		110.0
Services & spares										Services & spares	161.6		79.3		65.4		306.3
Integrated rack solutions										Integrated rack solutions	65.3		28.3		35.9		129.5
Total	Total	$	554.4	$	259.0	$	241.4	$	1,054.8	Total	$	466.7	$	223.9	$	206.7	$	897.3

Timing of revenue recognition:	Timing of revenue recognition:									Timing of revenue recognition:
Products and services transferred at a point in time	Products and services transferred at a point in time	$	415.9	$	196.7	$	199.7	$	812.3	Products and services transferred at a point in time	$	313.2	$	160.9	$	165.8	$	639.9
Products and services transferred over time	Products and services transferred over time	138.5		62.3		41.7		242.5		Products and services transferred over time	153.5		63.0		40.9		257.4
Total	Total	$	554.4	$	259.0	$	241.4	$	1,054.8	Total	$	466.7	$	223.9	$	206.7	$	897.3

(1)Comparative results for Critical infrastructure & solutions, Services & spares and Integrated rack solutions for the three months ended March 31, 2020 have been adjusted by $(37.9), $3.7, and $34.2, respectively, to reflect the strategic realignment described above.

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


		Balances at March 31, 2020		Balances at December 31, 2019			Balances at March 31, 2021		Balances at December 31, 2020

Deferred revenue - current ⁽¹⁾⁽²⁾	Deferred revenue - current ⁽¹⁾⁽²⁾	$	188.0	$	160.9	Deferred revenue - current ⁽¹⁾⁽²⁾	$	232.6	$	199.6
Deferred revenue - noncurrent ⁽²⁾⁽³⁾	Deferred revenue - noncurrent ⁽²⁾⁽³⁾	39.6		41.3		Deferred revenue - noncurrent ⁽²⁾⁽³⁾	40.8		38.8
Other contract liabilities - current ⁽¹⁾⁽²⁾	Other contract liabilities - current ⁽¹⁾⁽²⁾	33.9		39.8		Other contract liabilities - current ⁽¹⁾⁽²⁾	41.2		36.1

⁽¹⁾(2)Current deferred revenue and contract liabilities are included within accrued expenses and other liabilities.

⁽²⁾(3)Noncurrent deferred revenue is recorded within other long-term liabilities.

Table of contents

Deferred revenue consists primarily of maintenance, extended warranty and other service contracts. We expect to recognize revenue of ~~$16.5, $12.2~~$16.6, $12.3 and ~~$10.9~~$11.9 in ~~the last nine months of 2021,~~ fiscal year 2022, fiscal year 2023, and thereafter, respectively.

~~Table of contents~~

(4) RESTRUCTURING COSTS

Restructuring costs include expenses associated with the Company's efforts to continually improve operational efficiency and ~~deploy~~reposition its assets to remain competitive on a worldwide basis. ~~Start-up~~Plant closing and ~~moving~~other costs include costs of moving fixed assets, employee training, relocation, and ~~relocation. Vacant~~ facility ~~costs include security, maintenance, utilities and other~~ costs. ~~The Company expects full year 2020 restructuring expense to be approximately $8.1. This expense primarily will relate to severance and benefits as part of the organizational re-alignment initiatives.~~

Restructuring costs by business segment are as follows:

Three months ended March 31, 2020 Three months ended March 31, 2019
Americas $ 0.3 $ 0.4
Asia Pacific 0.2 0.1
Europe, Middle East & Africa (0.8) 0.3
Corporate (0.8) —
Total $ (1.1) $ 0.8


	Three months ended March 31, 2021		Three months ended March 31, 2020
Americas	$	0.7	$	0.3
Asia Pacific	0.1		0.2
Europe, Middle East & Africa	1.2		(0.8)
Corporate	0		(0.8)
Total	$	2.0	$	(1.1)

The change in the liability for the restructuring of operations during the three months ended March 31, 2021 are as follows:


	December 31, 2020		Expense		Paid/Utilized		March 31, 2021
Severance and benefits	$	68.9	$	0.2	$	(10.1)	$	59.0
Plant closing and other	0.4		1.8		(1.8)		0.4
Total	$	69.3	$	2.0	$	(11.9)	$	59.4

The change in the liability for the restructuring of operations during the three months ended March 31, 2020 are as follows:

December 31, 2019 Expense Paid/Utilized March 31, 2020
Severance and benefits $ 21.6 $ (1.5) $ (9.5) $ 10.6
Lease and contract terminations — — — —
Vacant facility and other shutdown costs 0.6 — — 0.6
Start-up and moving costs — 0.4 (0.4) —
Total $ 22.2 $ (1.1) $ (9.9) $ 11.2

~~The change in the liability for the restructuring of operations during the three months ended March 31, 2019 are as follows:~~


	December 31, 2019		Expense		Paid/Utilized		March 31, 2020
Severance and benefits	$	21.6	$	(1.5)	$	(9.5)	$	10.6
Plant closing and other	0.6		0.4		(0.4)		0.6
Total	$	22.2	$	(1.1)	$	(9.9)	$	11.2

December 31, 2018 Expense Paid/Utilized March 31, 2019
Severance and benefits $ 24.6 $ 0.1 $ (4.2) $ 20.5
Lease and contract terminations — — — —
Vacant facility and other shutdown costs 1.2 0.6 (0.6) 1.2
Start-up and moving costs — 0.1 (0.1) —
Total $ 25.8 $ 0.8 $ (4.9) $ 21.7

Table of contents

(5) GOODWILL AND OTHER INTANGIBLES

Goodwill by business segment is as follows:

Americas Asia Pacific Europe, Middle East & Africa Total
Balance, December 31, 2019 $ 371.5 $ 50.3 $ 184.0 $ 605.8
Foreign currency translation (1.8) (1.8) (5.9) (9.5)
Balance, March 31, 2020 $ 369.7 $ 48.5 $ 178.1 $ 596.3


	Americas		Asia Pacific		Europe, Middle East & Africa		Total
Balance, December 31, 2020	$	359.2	$	50.6	$	197.4	$	607.2
Foreign currency translation and other	(0.3)		(0.1)		(7.0)		(7.4)
Balance, March 31, 2021	$	358.9	$	50.5	$	190.4	$	599.8

~~Table of contents~~

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


As of March 31, 2020		Gross		Accumulated Amortization		Net
As of March 31, 2021								As of March 31, 2021	Gross		Accumulated Amortization		Net
Customer relationships	Customer relationships	$	1,078.3	$	(285.1)	$	793.2	Customer relationships	$	1,107.0	$	(383.0)	$	724.0
Developed technology	Developed technology	324.8		(113.0)		211.8		Developed technology	330.2		(152.1)		178.1
Capitalized software	Capitalized software	104.3		(39.6)		64.7		Capitalized software	94.1		(47.8)		46.3
Trademarks	Trademarks	38.6		(13.6)		25.0		Trademarks	38.8		(20.4)		18.4
Total finite-lived identifiable intangible assets	Total finite-lived identifiable intangible assets	$	1,546.0	$	(451.3)	$	1,094.7	Total finite-lived identifiable intangible assets	$	1,570.1	$	(603.3)	$	966.8
Indefinite-lived trademarks	Indefinite-lived trademarks	290.6		—		290.6		Indefinite-lived trademarks	295.9		—		295.9
Total intangible assets	Total intangible assets	$	1,836.6	$	(451.3)	$	1,385.3	Total intangible assets	$	1,866.0	$	(603.3)	$	1,262.7
As of December 31, 2019		Gross		Accumulated Amortization		Net
As of December 31, 2020								As of December 31, 2020	Gross		Accumulated Amortization		Net
Customer relationships	Customer relationships	$	1,099.2	$	(268.2)	$	831.0	Customer relationships	$	1,114.3	$	(362.5)	$	751.8
Developed technology	Developed technology	328.2		(105.4)		222.8		Developed technology	330.0		(144.8)		185.2
Capitalized software	Capitalized software	103.3		(35.8)		67.5		Capitalized software	94.2		(44.3)		49.9
Trademarks	Trademarks	38.6		(12.4)		26.2		Trademarks	39.0		(19.3)		19.7
Favorable operating leases		2.1		(2.1)		—

Total finite-lived identifiable intangible assets	Total finite-lived identifiable intangible assets	$	1,571.4	$	(423.9)	$	1,147.5	Total finite-lived identifiable intangible assets	$	1,577.5	$	(570.9)	$	1,006.6
Indefinite-lived trademarks	Indefinite-lived trademarks	294.1		—		294.1		Indefinite-lived trademarks	295.9		—		295.9
Total intangible assets	Total intangible assets	$	1,865.5	$	(423.9)	$	1,441.6	Total intangible assets	$	1,873.4	$	(570.9)	$	1,302.5

Total intangible asset amortization expense for the three months ended March 31, ~~2020~~2021 was $35.3, The total expense for the three months ended March 31, 2021 including $0.3 and ~~2019~~$3.2 being recorded in Cost of sales and Selling, general, and administrative expenses, respectively. The total expense for the three months ended March 31, 2020 was $36.3, including $0.5 and ~~$35.4,~~$3.4 recorded in Cost of sales and Selling, general, and administrative expenses, respectively.

The Company considered the overall macroeconomic conditions as a result of the COVID-19 pandemic and the uncertainty surrounding the global economy and concluded that it was not more likely than not the fair value of its three reporting units declined below their carrying value and therefore an interim quantitative impairment test was not required at March 31, 2020. The present uncertainty surrounding the global economy due to the COVID-19 pandemic increases the likelihood that adverse changes in key assumptions used to determine the fair value of reporting units like sales estimates, cost factors, discount rates and stock price could result in interim quantitative goodwill impairment tests and non-cash goodwill impairments in future periods.

In view of the COVID-19 pandemic the Company also reviewed its indefinite-lived tradename intangible assets and concluded that it was not more likely than not the fair value of such tradename assets were below its carrying value. However, uncertainty surrounding the impact of the COVID-19 pandemic increases the likelihood that adverse changes in key assumptions used to determine the fair value of indefinite-lived intangibles like sales estimates or discount rates could result in interim quantitative tradename impairments tests and non-cash tradename impairments in future periods. Additionally, uncertainty around the current macroeconomic environment could result in changes to the Company’s marketing and branding strategy which also could impact the carrying value or estimated useful lives of the Company’s tradenames.

Subsequent to the quarter ended March 31, 2020, management of the Company made a decision to change strategy on the ERP platform that was being implemented in the Americas segment. As a result, we expect that we could recognize a write-off of approximately $15.0 of capitalized software costs during the second quarter ending June 30, 2020.

~~Table of contents~~

(6) DEBT

Long-term debt, net, consists of the following as of March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:

March 31, 2020 December 31, 2019
Term Loan due 2027 $ 2,200.0 $ —
ABL Revolving Credit Facility 275.3 145.2
Term Loan due 2023 — 2,070.0
9.250% Notes due 2024 — 750.0
12.00%/13.00% Senior PIK Toggle Notes due 2022 — 500.0
10.00% Notes due 2024 — 120.0
Unamortized discount and issuance costs (34.2) (117.9)
2,441.1 3,467.3
Less: Current Portion (22.2) —
Total long-term debt, net of current portion $ 2,418.9 $ 3,467.3


	March 31, 2021		December 31, 2020
Term Loan due 2027	$	2,178.0	$	2,183.5

Unamortized discount and issuance costs	(29.1)		(31.0)
	2,148.9		2,152.5
Less: Current Portion	(22.0)		(22.0)
Total long-term debt, net of current portion	$	2,126.9	$	2,130.5

Table of contents

Contractual maturities of the Company’s debt obligations as of March 31, ~~2020~~2021 are shown below:


	Term Loan
Remainder of 2021	$	16.5
2022	22.0
2023	22.0
2024	22.0
2025	22.0
2026	22.0
Thereafter	2,051.5
Total	$	2,178.0

Term Loan ABL Total
Remainder of 2020 $ 16.5 $ — $ 16.5
2021 22.0 — 22.0
2022 22.0 — 22.0
2023 22.0 — 22.0
2024 22.0 — 22.0
2025 22.0 275.3 297.3
Thereafter 2,073.5 — 2,073.5
Total $ 2,200.0 $ 275.3 $ 2,475.3

Term Loan due 2027

On March 2, 2020, we completed a refinancing by entering into (i) Amendment No. 5 to the Prior-Asset Based Revolving Credit Agreement (as defined below), by and among, inter alia, Vertiv Group Corporation, a Delaware corporation (“Vertiv Group” or the “Borrower”) and an indirect wholly owned subsidiary of ~~Vertiv Holdings Co,~~the Company, Vertiv Intermediate Holding II Corporation, a Delaware corporation (“Holdings”) and the direct parent of Vertiv Group, certain direct and indirect subsidiaries of Vertiv Group, as co-borrowers and guarantors thereunder, various financial institutions from time to time party thereto, as lenders, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ABL Agent”), and certain other institutions as ~~additional~~collateral agents and letter of credit issuers (the “ABL Amendment” and, the Prior Asset-Based Revolving Credit Agreement as amended by the ABL Amendment, the “ABL Revolving Credit Facility”), which ABL Amendment extended the maturity of, and made certain other modifications to, the Prior Asset-Based Revolving Credit Agreement and (ii) a new Term Loan Credit Agreement, by and among, inter alia, Holdings, Vertiv Group, as borrower, various financial institutions from time to time party thereto (the “Term Lenders”), and Citibank, N.A., as administrative agent (in such capacity, the “Term Agent”) (the ~~“Term~~“Original Term Loan Credit Agreement”), which Original Term Loan Credit Agreement provided for a $2,200.0 senior secured term loan (the "Term Loan"), the proceeds of which were used, together with certain borrowings under the ABL Revolving Credit Facility, to repay or redeem, as applicable, in full certain existing indebtedness and to pay certain fees and expenses as further set forth below. The refinancing transactions ~~reduce~~resulted in a reduction of our debt service requirements ~~going forward~~ and ~~extend~~an extension of the maturity profile of our indebtedness.

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

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

~~Table of contents~~

~~Term Loan due 2027~~

~~Pursuant to the Term Loan Credit Agreement, the Term Lenders made $2,200.0 in senior secured term loans (the “Term Loan”) to the Borrower.~~The proceeds of the Term Loan, together with certain borrowings under the ABL Revolving Credit Facility, were used to repay or redeem in full the outstanding indebtedness (the “Refinancing”) of the Borrower and of Vertiv Intermediate Holding Corporation, a Delaware corporation (“Holdco”) and an indirect parent of the Borrower, under the ~~Prior Term Loan Facility~~Borrower’s prior senior secured term loan credit facility the Borrower ’s and ~~the Prior Notes (as defined below)~~Holdco’s outstanding notes and to pay fees and expenses in connection with (a) entry into the Original Term Loan Credit Agreement, (b) entry into the ABL ~~Revolving Credit Facility~~Amendment and (c) such repayments and redemptions.

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

Table of contents

The Term Loan ~~will amortize~~amortizes in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount, ~~commencing~~which commenced June 30, 2020. The interest rate applicable to the Term Loan is, at the Borrower’s option, either (a) the base rate (which is the highest of (i) the prime rate of Citibank, N.A. on such day, (ii) the greater of the then-current (A) federal funds rate set by the Federal Reserve Bank of New York and (B) rate comprised of both overnight federal funds and overnight LIBOR, in each case, plus 0.50%, (iii) LIBOR for a one month interest period, plus 1.00% and (iv) 1.00%), plus 2.00% or (b) one-, two-, 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 the refinancing, Vertiv Group entered into interest rate swap agreements with an initial notional amount of $1,200.0, which ~~will reduce~~was reduced to $1,000.0 induring the first quarter of 2021 and will remain at $1,000.0 until the maturity of the ~~Term Loan~~ Credit Agreement in 2027. The swap transactions exchange floating rate interest payments for fixed rate interest payments on the notional amount to reduce interest rate volatility. The ~~weighted average~~ borrowing rate of the Term Loan as of March 31, ~~2020~~2021 was ~~4.58%~~2.87%.

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 (other than, subject to certain exclusions, a 1.00% premium on any prepayment in connection with a repricing transaction prior to the date that is six months after entry into the Term Loan ~~Credit Agreement)~~Amendment).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 portion of the Term Loan that is repaid 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 March 2, 2027.

The Borrower’s obligations under the Term Loan Credit Agreement are guaranteed by Holdings 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 the ability of Holdings, the Borrower and its restricted 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.

On March 10, 2021, the Borrower, as the borrower, Holdings and certain direct and indirect subsidiaries of the Borrower,

as guarantors, entered into an Amendment No. 1 to Term Loan Credit Agreement (the “Term Loan Amendment” and, the

Original Term Loan Credit Agreement as amended by the Term Loan Amendment, the “Credit Agreement”) with the Term

Agent and the Term Lenders party thereto, which Term Loan Amendment made certain modifications to the Original Term

Loan Credit Agreement, including reducing the interest rate margins as specified above.

Pursuant to the Amendment, among other modifications, the interest rate margin for the Borrower’s outstanding term loans under the Credit Agreement was reduced by 0.25%, to 2.75% in respect of term loans bearing interest based on the LIBOR rate and to 1.75% in respect of term loans bearing interest based on a base rate defined in the Credit Agreement. The Company recognized a loss on the extinguishment of debt of $0.4 related to the Amendment.

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

1312

Table of contents

ABL Revolving Credit Facility

The ABL Amendment extended the maturity of, and made certain other modifications to, the Revolving Credit Agreement, dated as of November 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time prior to March 2, 2020, the “Prior Asset-Based Revolving Credit Agreement”), by and among Holdings, the Borrower, certain subsidiaries of the Borrower, as co-borrowers (the "Co-Borrowers"), various financial institutions from time to time party thereto, as lenders (after giving effect to the ABL Amendment, the “ABL Lenders”), the ABL Agent and certain other institutions from time to time party thereto as ~~additional~~collateral agents and letter of credit issuers. The ABL Revolving Credit Facility is available to the Borrower and the Co-Borrowers and provides for revolving loans in various currencies and under U.S. and foreign subfacilities, in an aggregate amount up to $455.0 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. Borrowings under the ABL Revolving Credit Facility were used on March 2, 2020, together with the proceeds of the Term Loan, to consummate the Refinancing and for working capital purposes. ~~Going forward,~~Thereafter, borrowings under the ABL Revolving Credit Facility may be used for working capital and general corporate purposes. ~~Unless terminated subject to the terms of the ABL Revolving Credit Facility, all commitments under the ABL Revolving Credit~~

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

The interest rate applicable to loans denominated in U.S. dollars under the ABL Revolving Credit Facility 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 “Base Rate Margin”) ranging from 0.25% to 0.75%, depending on average excess availability or (b) one-, two-, 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” and collectively, with the 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 LIBOR 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 prepayment s 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. Unless terminated subject to the terms of the ABL Revolving Credit Facility, all commitments under the ABL Revolving Credit Facility shall terminate, and any loans outstanding thereunder shall mature, on March 2, 2025.

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.

Table of contents

The ABL Revolving Credit Facility contains customary representations and warranties, affirmative, reporting and negative covenants (including as to borrowing base-related matters) ~~and negative covenants,~~, and events of default. The negative covenants include, among other things, restrictions on the ability of Holdings, the Borrower, the Co Borrowers and the restricted subsidiaries of the Borrower 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. In addition, the the 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) ~~$30,000,000~~$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) ~~$30,000,000~~$30.0 for 30 consecutive calendar days.

At March 31, ~~2020,~~2021, Vertiv Group and the Co-Borrowers had ~~$157.3~~$433.9 of availability under the ABL Revolving Credit Facility ~~net~~(subject to customary 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 ~~$22.5,~~$21.1, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit ~~Facility and a weighted average~~Facility. At March 31, 2021, there was 0 borrowing ~~rate of 2.41%.~~

~~Prior Term Loan Facility~~

On November 30, 2016, Vertiv Group and Holdings entered into a term loan credit agreement with various financial institutions from time to time party thereto as lenders and JPMorgan Chase Bank, N.A., as administrative agent (as amended from time to time prior to March 2, 2020,balance on the “Prior Term Loan Facility”). The Prior Term Loan Facility initially provided for a $2,320.0 senior term loan. On December 22, 2017, Vertiv Group obtained an additional $325.0 incremental term loan under the Prior Term Loan Facility. After accounting for prepayments and amortization, at December 31, 2019, the principal balance of the outstanding term loans was $2,070.0.

~~On March 2, 2020, the Prior Term Loan Facility was fully repaid as noted above.~~

~~Redemption of Prior Notes~~

~~On January 31, 2020, Vertiv commenced a process to refinance the indebtedness governed by the Prior~~ ~~Term Loan Facility~~ ~~and amend and extend~~ ~~the~~ ~~Prior Asset-Based~~ABL Revolving Credit ~~Agreement. In connection with these refinancing transactions, Vertiv called all of~~ ~~Holdco's~~ $500.0 of 12.00%/13.00% Senior PIK Toggle Notes due 2022 (the “2022 Senior Notes”), Vertiv Group’s $750.0 of 9.250% Senior Notes due 2024 (“2024 Senior Notes”) and Vertiv Group’s $120.0 of 10.00% Senior Secured Second Lien Notes due 2024 (the “2024 Senior Secured Notes” and, collectively with the 2022 Senior Notes and 2024 Senior Notes, our “Prior Notes”) for conditional redemption on March 2, 2020, in accordance with the respective indentures. A total of $0.5 principal amount of 2024 Senior Notes had been previously tendered pursuant to the change of control offer made in connection with the Business Combination and were repurchased on February 7, 2020. The remaining balance of the Prior Notes was redeemed in full on March 2, 2020. In connection with the redemption of the Prior Notes on March 2, 2020, we recognized a $75.0 redemption premium and $34.3 write-off of deferred debt issuance costs during the three months ended March 31, 2020, included in Other deductions, net.Facility.

(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. Terms and conditions to extend or terminate are recognized as part of the right-of-use assets and lease liabilities where prescribed by the guidance. The majority of our leases are operating leases. Finance leases are immaterial to our condensed 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.

~~Table of contents~~

Operating lease expense is as follows:


		Three months ended March 31, 2020		Three months ended March 31, 2019			Three months ended March 31, 2021		Three months ended March 31, 2020
Operating lease cost	Operating lease cost	$	12.8	$	11.6	Operating lease cost	$	13.7	$	12.8
Short-term and variable lease cost	Short-term and variable lease cost	7.5		6.6		Short-term and variable lease cost	5.2		7.5
Total lease cost	Total lease cost	$	20.3	$	18.2	Total lease cost	$	18.9	$	20.3

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


		Three months ended March 31, 2020		Three months ended March 31, 2019			Three months ended March 31, 2021		Three months ended March 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows - Payments on operating leases	Operating cash outflows - Payments on operating leases	$	13.0	$	11.9	Operating cash outflows - Payments on operating leases	$	13.7	$	13.0
Right-of-use assets obtained in exchange for new lease obligations:	Right-of-use assets obtained in exchange for new lease obligations:					Right-of-use assets obtained in exchange for new lease obligations:

Operating leases	Operating leases	$	11.3	$	112.8	Operating leases	$	10.2	$	11.3

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


		Financial statement line item	March 31, 2020		December 31, 2019			Financial statement line item	March 31, 2021		December 31, 2020

Operating lease right-of-use assets	Operating lease right-of-use assets	Other assets	$	112.9	$	110.4	Operating lease right-of-use assets	Other assets	$	138.7	$	145.8

Operating lease liabilities	Operating lease liabilities	Accrued expenses and other liabilities	33.9		35.0		Operating lease liabilities	Accrued expenses and other liabilities	40.6		42.3

Operating lease liabilities	Operating lease liabilities	Other long-term liabilities	80.9		78.2		Operating lease liabilities	Other long-term liabilities	102.1		107.3

Total lease liabilities	Total lease liabilities		$	114.8	$	113.2	Total lease liabilities		$	142.7	$	149.6

Table of contents

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

March 31, 2020

March 31, 2019

March 31, 2021

March 31, 2020

Weighted Average Remaining Lease Term

4.5 years

Weighted Average Remaining Lease Term

4.7 years

4.5 years

Weighted Average Discount Rate

7.1%

7.6

Weighted Average Discount Rate

5.8

7.1

Maturities of lease liabilities are as follows:


		As of March 31, 2020		As of December 31, 2019			As of March 31, 2021		As of December 30, 2020
		Operating Leases							Operating Leases
2020		$	33.4	$	43.3
2021	2021	33.8		31.6		2021	$	37.5	$	51.0
2022	2022	26.4		24.1		2022	41.5		41.4
2023	2023	20.0		18.0		2023	33.7		33.4
2024	2024	11.7		10.6		2024	21.5		20.9
2025						2025	10.7		10.4
Thereafter	Thereafter	16.3		14.2		Thereafter	20.5		17.2
Total Lease Payments	Total Lease Payments	141.6		141.8		Total Lease Payments	165.4		174.3
Less: Imputed Interest	Less: Imputed Interest	(26.8)		(28.6)		Less: Imputed Interest	(22.7)		(24.7)
Present value of lease liabilities	Present value of lease liabilities	$	114.8	$	113.2	Present value of lease liabilities	$	142.7	$	149.6

~~Table of contents~~

(8) INCOME TAXES

The Company's effective tax rate was ~~(5.4)~~24.0 percent and ~~(33.2)~~(7.1) percent for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The effective rate in the current three month period is influenced by the mix of income between our U.S. and non-U.S. operations and reflects the negative impact of Global Intangible Low-Taxed Income (GILTI), which is partially offset by the benefit of changes in the U.S. valuation allowance. The effective rate for the comparative three month period was primarily influenced by the mix of income between our U.S. and non-U.S. operations, and the impact of valuation allowances offsetting the ~~global intangible low-taxed income provisions of~~tax effect in the ~~Tax Cuts~~U.S. and ~~Jobs Act of 2017 (the “Act”), which is offset by changes in valuation allowance for U.S. federal purposes and~~certain other jurisdictions. The prior period also reflects discrete tax adjustments ~~primarily~~ related to (1) a change in our indefinite reinvestment liability caused by movement in foreign currencies and legislative changes enacted during the quarter, and (2) adjustments related to uncertain tax positions. The effective rate for the comparative three-month period was primarily influenced by the mix of income between our U.S. and non-U.S. operations and the impact of the global intangible low-taxed income provisions of the “Act” which is offset by changes in valuation allowance for U.S. federal purposes.

The Company has provided for U.S. federal income taxes and foreign withholding taxes on all temporary differences attributed to basis differences in foreign subsidiaries that are not considered indefinitely reinvested. As of March 31, ~~2020,~~2021, the Company has certain earnings of certain foreign affiliates that continue to be indefinitely reinvested, but ~~determining the impact~~it was not ~~practicable.~~practicable to determine the impact.

On March 18, 2020, the Families First Coronavirus Response Act (FFCR Act), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous income tax provisions that impact the Company, such as relaxing limitations on the deductibility of interest and the use of net operating losses arising in taxable years beginning after December 31, 2017. ~~We have performed an analysis of these provisions and~~However, due to the significant interest and net operating loss carryforwards subject to valuation allowance, ~~we believe~~ the FFCR Act and CARES Act positions ~~will~~do not have a material impact on the company’s annual effective tax rate ~~(AETR)~~ or tax position.

Table of contents

(9) RELATED PARTY TRANSACTIONS

Services Agreement

The Company ~~receives~~received certain corporate and advisory services from Platinum Equity Advisors, LLC ("Advisors"), and affiliates of Advisors. These services ~~are~~were provided pursuant to a corporate advisory services agreement ("the "CASA") between Advisors and the Company. During the three months ended March 31, 2020, ~~and 2019,~~ the Company recorded $0.5 ~~and $1.3, respectively~~ in charges related to the CASA. This agreement was terminated on February ~~7,2020.~~7, 2020.

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

Transactions with Affiliates of Advisors

The Company also purchased and sold goods in the ordinary course of business with affiliates of Advisors. For the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 purchases were ~~$12.8~~$14.5 and ~~$12.7,~~$12.8, respectively.

Tax Receivable Agreement

~~On the Closing Date of the Business Combination, the Company entered into a Tax Receivable Agreement with Advisors.~~ See Note 11 — Financial Instruments and Risk Management for additional information.

1716

Table of contents

(10) OTHER FINANCIAL INFORMATION


		March 31, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Reconciliation of cash, cash equivalents, and restricted cash	Reconciliation of cash, cash equivalents, and restricted cash					Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	Cash and cash equivalents	$	293.2	$	223.5	Cash and cash equivalents	$	677.2	$	534.6
Restricted cash included in other current assets	Restricted cash included in other current assets	10.2		10.2		Restricted cash included in other current assets	8.0		8.0
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	303.4	$	233.7	Total cash, cash equivalents, and restricted cash	$	685.2	$	542.6


		March 31, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Inventories	Inventories					Inventories
Finished products	Finished products	$	199.7	$	180.2	Finished products	$	227.3	$	201.0
Raw materials	Raw materials	164.1		162.6		Raw materials	154.4		155.7
Work in process	Work in process	81.7		58.2		Work in process	129.4		89.9
Total inventories	Total inventories	$	445.5	$	401.0	Total inventories	$	511.1	$	446.6

		March 31, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Property, plant and equipment, net	Property, plant and equipment, net					Property, plant and equipment, net
Machinery and equipment	Machinery and equipment	$	285.6	$	280.7	Machinery and equipment	$	334.9	$	322.4
Buildings	Buildings	244.7		243.2		Buildings	252.2		255.5
Land	Land	45.9		46.7		Land	46.6		47.4
Construction in progress	Construction in progress	10.4		21.9		Construction in progress	13.0		23.1
Property, plant and equipment, at cost	Property, plant and equipment, at cost	586.6		592.5		Property, plant and equipment, at cost	646.7		648.4
Less: Accumulated depreciation	Less: Accumulated depreciation	(173.9)		(164.3)		Less: Accumulated depreciation	(233.7)		(220.8)
Property, plant and equipment, net	Property, plant and equipment, net	$	412.7	$	428.2	Property, plant and equipment, net	$	413.0	$	427.6

		March 31, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Accrued expenses and other liabilities	Accrued expenses and other liabilities					Accrued expenses and other liabilities
Deferred revenue	Deferred revenue	$	188.0	$	160.9	Deferred revenue	$	232.6	$	199.6
Accrued payroll and other employee compensation	Accrued payroll and other employee compensation	90.8		145.4		Accrued payroll and other employee compensation	103.4		138.5
Litigation reserve (see note 15)						Litigation reserve (see note 15)	96.2		96.6
Contract liabilities (see note 3)						Contract liabilities (see note 3)	41.2		36.1
Operating lease liabilities						Operating lease liabilities	40.6		42.3
Product warranty	Product warranty	40.1		43.2		Product warranty	36.8		36.5
Litigation reserve (see note 17)		92.9		92.9
Operating lease liabilities		33.9		35.0
Restructuring (see note 4)						Restructuring (see note 4)	59.4		69.3
Other	Other	301.0		390.3		Other	259.0		282.9
Total	Total	$	746.7	$	867.7	Total	$	869.2	$	901.8


	2021		2020
Change in product warranty accrual
Beginning balance, December 31	$	36.5	$	43.3
Provision charge to expense	6.4		7.4
Paid/utilized	(6.1)		(10.6)
Ending balance, March 31	$	36.8	$	40.1

(11) 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

Table of contents

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.

~~Table of contents~~

Recurring fair value measurements

We elected to apply fair value option accounting to the Tax ~~receivable agreement.~~Receivable Agreement. A summary of the Company's financial instruments recognized at fair value, and the fair value measurements used, follows:


		Total	Quoted prices in active markets for identical assets (Level 1)	Other observable inputs (Level 2)	Unobservable inputs (Level 3)		Balance Sheet Location	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
March 31, 2020
March 31, 2021						March 31, 2021
Assets:						Assets:
Interest rate swaps						Interest rate swaps	Other noncurrent assets	$	11.1	$	0	$	11.1	$	0
Total assets						Total assets		$	11.1	$	0	$	11.1	$	0

Liabilities:						Liabilities:
Interest rate swaps						Interest rate swaps	Accrued expenses and other liabilities	$	10.0	$	0	$	10.0	$	—
Tax Receivable Agreement	Tax Receivable Agreement	116.5	—	—	116.5	Tax Receivable Agreement	Other long-term liabilities	153.3		0		0		153.3
Interest rate swaps		24.0	—	24.0	—
Private warrants						Private warrants	Warrant liabilities	101.3		0		101.3		0
Total liabilities						Total liabilities		$	264.6	$	0	$	111.3	$	153.3


	Balance Sheet Location	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
December 31, 2020 (as restated)
Liabilities:
Tax Receivable Agreement	Other long-term liabilities	$	155.6	$	0	$	0	$	155.6
Interest rate swaps	Accrued expenses and other liabilities	10.3		0		10.3		0
Interest rate swaps	Other long-term liabilities	22.5		0		22.5		0
Public warrants	Current portion of warrant liabilities	68.5		68.5		0		0
Private warrants	Warrant liabilities	87.7		0		87.7		0
Total liabilities		$	344.6	$	68.5	$	120.5	$	155.6

Tax ~~receivable agreement~~Receivable Agreement — value is determined using Level 3 inputs. The measurement is calculated using unobservable inputs based on the Company’s own assumptions including the timing and amount of future taxable income and realizability of tax attributes. When valuing the tax receivable liability at March 31, ~~2020,~~2021, we utilized a discount rate of ~~6.3%~~3.8%. The discount rate was determined based on the risk-free rate and Vertiv's implied credit spread. A one percentage point change in the discount rate would result in a change in value of approximately ~~$8.0~~$9.0 at March 31, ~~2020.~~2021. Significant changes in unobservable inputs could result in material changes to the tax receivable liability.

Table of contents

Details of the changes in value for the Tax Receivable Agreement are as follows:


	2021		2020
Beginning liability balance, January 1	$	155.6	$	0
Tax receivable agreement, initially recorded	0		133.4
Change in fair value	(2.3)		(16.9)
Ending liability balance, March 31	$	153.3	$	116.5

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

~~Details of~~Public warrants — as the ~~changes~~Public warrants are traded in active markets, their value ~~for the Tax receivable agreement~~is derived using quoted market prices and are classified as ~~follows:~~Level 1 financial instruments.


~~Beginning liability balance, January 1, 2020~~	$	—
~~Tax receivable agreement, initially recorded~~	~~133.4~~
~~Change in fair value~~	~~(16.9)~~
~~Ending liability balance, March 31, 2020~~	$	~~116.5~~

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


Warrant valuation inputs	March 31, 2021			December 31, 2020 (as restated)
Stock price	$	20.00		$	18.67
Strike price	$	11.50		$	11.50
Remaining life	3.85			4.10
Volatility	32.0		%	29.0		%
Interest rate (1)	0.59		%	0.27		%
Dividend yield (2)	0.05		%	0.05		%

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

(2) - March 31, 2021 and December 31, 2020 dividend yield assumes $0.01 per share per annum.

Tax ~~receivable agreement~~Receivable Agreement

~~On the Closing Date, the Company entered into the~~ Tax Receivable Agreement ~~which~~ generally provides for the payment by us to the Vertiv Stockholder of 65% of the cash tax savings in U.S. federal, state, local and certain foreign taxes, that we actually realize (or are deemed to realize) in periods after the closing of the Business Combination as a result of (i) increases in the tax basis of certain intangible assets of Vertiv resulting from certain pre-Business Combination acquisitions, (ii) certain U.S. federal income tax credits for increasing research activities (so-called “R&D credits”) and (iii) tax deductions in respect of certain Business Combination expenses. We expect to retain the benefit of the remaining 35% of these cash tax savings.

For purposes of the Tax Receivable Agreement, the applicable tax savings will generally be computed by comparing our actual tax liability for a given taxable year to the amount of such taxes that we would have been required to pay in such taxable year without the tax basis in certain intangible assets, the U.S. federal income tax R&D credits and the tax deductions for certain Business Combination expenses described above. Except as described below, the term of the Tax Receivable Agreement will continue for ~~twelve~~12 taxable years following the closing of the Business Combination. However, the payments described in (i) and (ii) above will generally be deferred until the close of our third taxable year following the closing of the Business Combination. The payments described in (iii) above will generally be deferred until the close of our fourth taxable year following the closing of the Business Combination and then payable ratably over the following three taxable year periods regardless of whether we actually realize such tax benefits. Payments under the Tax Receivable Agreement are not conditioned on the Vertiv Stockholder’s continued ownership of our stock.

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

~~Table of contents~~

future tax savings using certain valuation assumptions, including that we will generate sufficient taxable income to fully utilize the applicable tax assets and attributes covered under the Tax Receivable Agreement (or, in the case of a

Table of contents

divestiture of certain assets, the applicable tax attributes relating to such assets). Consequently, it is possible in these circumstances that the actual cash tax savings realized by us may be significantly less than the corresponding Tax Receivable Agreement payments we are required to make at the time of acceleration. Furthermore, the acceleration of our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity.

The Tax Receivable Agreement ~~will generally provide~~provides for the payment by us to the Vertiv Stockholder of 65% of the cash tax savings realized (or deemed realized) over a 12-year period after the closing of the Business ~~Combination as described above.~~Combination. In the twelfth year of the Tax Receivable Agreement, an additional payment ~~would~~will be made to the Vertiv Stockholder based on 65% of the remaining tax benefits that have not been realized. The timing of expected future payments under the Tax Receivable Agreement are dependent upon various factors, including the existing tax bases at the time of the Business Combination, the realization of tax benefits, and changes in tax laws. However, as the Company is obligated to settle the remaining tax benefits after 12 years, the Company has concluded that the liability should be measured at fair ~~value.~~value and recorded within other long-term liabilities in the unaudited condensed consolidated balance sheets. The Company has estimated total payments of approximately $191.5 on an undiscounted basis. The initial fair value of the estimated liability ~~as of~~resulting from the ~~closing date~~Business Combination of $133.4 ~~has been~~was included as an adjustment to ~~additional~~Additional paid in capital. Subsequent measurements ~~will be~~are recorded in ~~interest~~Interest expense, net and ~~accumulated~~Accumulated other comprehensive income, as appropriate based on the passage of time, change in risk-free rate and implied credit spread. Cash flows of the Tax Receivable Agreement are discounted at an appropriate rate for the applicable duration of the instrument adjusted for our own credit spread. The fair value movement on the tax receivable agreement attributable to our own credit risk spread is recorded in ~~other~~Other comprehensive income. These estimates and assumptions are subject to change, which may materially affect the measurement of the liability.

We have recorded $1.8 and $9.0 in Interest expense, net for the three months ended March 31, 2021 and 2020, respectively, in the consolidated statement of earnings (loss) ~~and an~~. An unrealized gain of $4.1 and $25.9 was recorded in Accumulated other comprehensive income, related to the change in fair value of the tax receivable liability from the ~~Closing Date~~Business Combination to March 31, ~~2020.~~2021 and March 31, 2020, respectively.

Interest ~~rate risk management~~Rate Risk Management

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 earnings, depending on the nature and effectiveness of the offset.

Concurrent with the refinancing on March 2, 2020, the Company designated certain interest rate swaps with an initial notional amount of $1,200.0 as cash flow hedges.

The Company uses interest rate swaps to manage the interest rate mix of our total debt portfolio and related overall cost of borrowing. At March 31, ~~2020~~2021 interest rate swap agreements designated as cash flow hedges effectively swapped ~~an initial~~a notional amount of ~~$1,200.0~~$1,000.0 of LIBOR based floating rate debt for fixed rate debt. Our interest rate swaps mature in March 2027. The change in the fair value of interest ~~rates~~rate swaps of ~~$24.0~~$33.9 was recorded in ~~Other long-term liabilities and the related unrealized loss in~~ Accumulated other comprehensive (loss) income on the balance sheet ~~as of~~at March 31, ~~2020. There were no amounts~~2021. The total fair value at March 31, 2021 consisted of $10.0 current portion recorded in Accrued expenses and other liabilities and a $11.1 non-current portion recorded in Other assets. The Company recognized $2.7 and 0 in earnings for the three months ended March 31, ~~2020.~~2021 and 2020, respectively. At March 31, ~~2020,~~2021, the Company expects that approximately ~~$7.5~~$10.0 of pre-tax net losses on cash flow hedges will be reclassified from Accumulated other comprehensive income (loss) into earnings during the next twelve months.

Foreign Currency Exchange Rate Risk Management

We conduct business in several major international currencies and are, therefore, subject to risks associated with changing foreign currency exchange rates. We enter into various contracts that change in value as foreign currency exchange rates change to manage this exposure. Such contracts limit exposure to both favorable and unfavorable currency exchange rate fluctuations.

Table of contents

Other fair value measurements

We determine 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 March 31, ~~2020~~2021 and December 31, ~~2019.~~2020.

March 31, 2020 ⁽¹⁾
December 31, 2019
Fair Value
Par Value ⁽²⁾
Fair Value
Par Value ⁽²⁾
Term Loan due 2027 $ 1,969.0 $ 2,200.0 $ — $ —
ABL Revolving Credit Facility due 2025 275.3 275.3 145.2 145.2
Term Loan due 2023 — — 2,064.8 2,070.0
9.250% Notes due 2024 — — 805.3 750.0
12.00%/13.00% Senior PIK Toggle Notes due 2022 — — 517.5 500.0
10.00% Notes due 2024 — — 127.5 120.0


	March 31, 2021				December 31, 2020
	Fair Value		Par Value (1)		Fair Value		Par Value (1)
Term Loan due 2027	$	2,159.0	$	2,178.0	$	2,169.9	$	2,183.5

(1)On March 2, 2020, certain subsidiaries of Vertiv Holdings Co entered into a Term Loan Credit Agreement with various financial institutions for $2,200.0 of senior secured term loans. The proceeds of the Term Loan were used to repay or redeem in full certain outstanding indebtedness. See Note 6, Debt for additional information.

~~(2)~~See Note 6 — Debt for additional information

(12) ~~OTHER DEDUCTIONS, NET~~

~~Other deductions, net are summarized as follows:~~

Three months ended March 31, 2020 Three months ended March 31, 2019
Amortization of intangibles (excluding software) 32.4 32.8
Restructuring costs (see Note 4) (1.1) 0.8
Foreign currency loss, net 1.8 3.5
Other, net 1.3 1.7
Total $ 34.4 $ 38.8

~~(13)~~ ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

Three months ended March 31, 2020 Three months ended March 31, 2019
Foreign currency translation, beginning $ 32.9 $ 43.2
Other comprehensive (loss) income (54.3) 6.7
Foreign currency translation, ending (21.4) 49.9
Cash flow hedges, beginning — —
Unrealized losses deferred during the period (24.0) —
Cash flow hedges, ending (24.0) —
Pension, beginning (14.8) (1.4)
Actuarial losses deferred during the period, net of income taxes (0.2) —
Pension, ending (15.0) (1.4)
Tax receivable agreement, beginning — —
Unrealized gain during the period ⁽¹⁾
25.9 —
Tax receivable agreement, ending 25.9 —
Accumulated other comprehensive (loss) income $ (34.5) $ 48.5


	Three months ended March 31, 2021		Three months ended March 31, 2020
Foreign currency translation, beginning	$	104.9	$	32.9
Other comprehensive income (loss)	(36.1)		(54.3)
Foreign currency translation, ending	68.8		(21.4)
Interest rate swaps, beginning	(32.8)		0
Unrealized gain (loss) deferred during the period (2)	33.9		(24.0)
Interest rate swaps, ending	1.1		(24.0)
Pension, beginning	(19.7)		(14.8)
Actuarial gains (losses) recognized during the period, net of income taxes	(0.8)		(0.2)
Pension, ending	(20.5)		(15.0)
Tax receivable agreement, beginning	(0.9)		0
Unrealized gain (loss) during the period (1)	4.1		25.9
Tax receivable agreement, ending	3.2		25.9
Accumulated other comprehensive income (loss)	$	52.6	$	(34.5)

(1)The fair value movement on the Tax Receivable Agreement attributable to our own credit risk spread is recorded in other comprehensive (loss) income.

(2)During the three months ended March 31, 2021 and 2020, $2.7 and $0.0, respectively, was reclassified into earnings.

~~Table of contents~~

~~(14)~~(13) SEGMENT INFORMATION

~~The~~Beginning in the first quarter of 2021, the primary income measure used for assessing segment performance and making operating decisions is ~~earnings before interest and income taxes. This measure excludes corporate~~operating profit (loss). Segment performance is assessed exclusive of Corporate and other costs, ~~which consist~~foreign currency gain (loss), and amortization of intangibles. Corporate and other costs primarily include headquarters management costs, stock-based compensation, ~~interest expense,~~ other incentive compensation, global ~~digital~~IT costs, change in warrant liabilities, asset impairments, and costs that support global product platform development and offering management. ~~Intersegment selling prices approximate market prices.~~

Vertiv 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 chief operating decision maker (CODM), which includes determining resource allocation methodologies used for reportable segments. During the first quarter of 2021 we reorganized our internal reporting and realigned our operating segment structure to how our CODM, our Chief Executive Officer, now allocates resources and makes decisions. The changes resulted in the identification of 2 new operating segments, 1) North Asia and 2) Australia & New Zealand, South East Asia and India (ASI) which previously were reported as our legacy Asia Pacific operating segment. Given the similarities of economic characteristics and other qualitative factors, we aggregate these operating segments, such that our reportable segments are unchanged.

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 2 new reporting units based on their relative fair value.

Table of contents

The goodwill impairment tests under both the legacy and new reporting unit structures concluded that 0 impairment existed during the first quarter of fiscal 2021.

Summarized information about the Company’s results of operations by ~~business~~reportable segment and product and service offering follows:

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

•Critical infrastructure ~~and~~& solutions includes AC and DC power management, thermal management, and modular hyperscale type data center ~~sites, as well as hardware for managing IT equipment;~~sites.

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

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

Asia Pacific includes products and services sold for applications within the data center, communication networks and commercial/industrial markets throughout ~~China, India~~North Asia and ~~the rest of Asia.~~ASI. 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/industrial markets in Europe, Middle East & Africa. Products and services offered are similar to the Americas segment.

~~Business~~Reportable Segments


Sales	Sales	Three months ended March 31, 2020		Three months ended March 31, 2019		Sales	Three months ended March 31, 2021		Three months ended March 31, 2020
Americas	Americas	$	469.4	$	563.6	Americas	$	505.9	$	469.4
Asia Pacific	Asia Pacific	239.1		281.2		Asia Pacific	377.6		239.1
Europe, Middle East & Africa	Europe, Middle East & Africa	217.7		248.7		Europe, Middle East & Africa	250.4		217.7
		926.2		1,093.5			1,133.9		926.2
Eliminations	Eliminations	(28.9)		(38.7)		Eliminations	(35.5)		(28.9)
Total	Total	$	897.3	$	1,054.8	Total	$	1,098.4	$	897.3


Intersegment sales(1)	Intersegment sales(1)	Three months ended March 31, 2020		Three months ended March 31, 2019		Intersegment sales(1)	Three months ended March 31, 2021		Three months ended March 31, 2020
Americas	Americas	$	2.7	$	9.2	Americas	$	4.4	$	2.7
Asia Pacific	Asia Pacific	15.2		22.2		Asia Pacific	20.2		15.2
Europe, Middle East & Africa	Europe, Middle East & Africa	11.0		7.3		Europe, Middle East & Africa	10.9		11.0
Total	Total	$	28.9	$	38.7	Total	$	35.5	$	28.9

(1)

Earnings (loss) before income taxes Three months ended March 31, 2020 Three months ended March 31, 2019
Americas $ 61.6 $ 87.1
Asia Pacific 13.6 20.4
Europe, Middle East & Africa 15.9 20.6
91.1 128.1
Corporate and other (277.3) (106.1)
Interest expense, net (68.9) (77.8)
Income (loss) before income taxes $ (255.1) $ (55.8)
Intersegment selling prices approximate market prices.

Table of contents

Total Assets March 31, 2020 December 31, 2019
Americas $ 2,222.8 $ 2,296.4
Asia Pacific 1,055.3 1,152.2
Europe, Middle East & Africa 927.1 947.5
4,205.2 4,396.1
Corporate and other 424.7 261.3
Total $ 4,629.9 $ 4,657.4

Sales by Products and Services Offering Three months ended March 31, 2020 Three months ended March 31, 2019
Critical infrastructure & solutions $ 499.4 $ 638.8
Services & software solutions 302.6 306.0
I.T. & Edge infrastructure 95.3 110.0
Total $ 897.3 $ 1,054.8

~~(15) STOCK-BASED COMPENSATION PLANS~~

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

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

~~Stock options~~

Stock options are generally granted to certain employees and directors to purchase ordinary 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 four years of continuous service and have 10-year contractual terms.

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

~~Table of contents~~


	~~Three months ended March 31, 2020~~
~~Expected volatility~~	27		%
~~Expected option life in years~~	~~6.25~~
~~Expected dividend yield~~	~~0.08~~		%
~~Risk-free interest rate~~	~~1.47~~		%
~~Weighted-average fair value of stock options~~	$	~~4.10~~

~~A summary of 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, 2020 — $ — — $ —
Granted 5,359,536 12.07 9.86 —
Exercised — — — —
Forfeited and canceled — — — —
Outstanding at March 31, 2020 5,359,536 $ 12.07 9.86 $ —


Operating profit (loss) (1)	Three months ended March 31, 2021		Three months ended March 31, 2020
Americas	$	126.4	$	91.5
Asia Pacific	53.1		20.9
Europe, Middle East & Africa	33.4		20.8
Total reportable segments	212.9		133.2
Foreign currency gain (loss)	6.9		(1.8)
Corporate and other	(108.2)		(111.2)
Total corporate, other and eliminations	(101.3)		(113.0)
Amortization of intangibles	(31.8)		(32.4)
Operating profit (loss)	$	79.8	$	(12.2)

(1)~~The aggregate intrinsic value~~Beginning in the ~~table above represents~~first quarter of 2021, operating profit (loss) is the ~~difference between the Company's most recent valuation~~primary income measure used for assessing segment performance and ~~the exercise price of each in-the-money option on the last day of the period presented. As none of the options were in-the-money at March 31, 2020, the aggregate intrinsic value was $0.00.~~

~~For~~making operating decisions. Comparative results for the three months ended March 31, 2020 ~~total compensation expense relating to stock options was $0.7. At March 31, 2020, all options remain unvested. The total income tax benefit recognized~~have been presented in conformity with the income statement for the period ended March 31, 2020 was $0.0. As of March 31, 2020, there was $21.3 of total unrecognized compensation cost related to unvested options. That cost is expected to be recognized over a weighted-average period of 3.88 years.updated format.

~~Restricted stock units~~


Total Assets	March 31, 2021		December 31, 2020
Americas	$	2,150.3	$	2,165.8
Asia Pacific	1,326.5		1,289.1
Europe, Middle East & Africa	987.9		1,070.0
	4,464.7		4,524.9
Corporate and other	696.7		548.9
Total	$	5,161.4	$	5,073.8

During the quarter ended March 31, 2020, the Board of Directors (BOD) approved plans to make future awards of RSUs to certain employees and directors at a date yet to be determined. Once granted, the RSUs entitle the holder to receive one ordinary share for each RSU upon vesting, generally over four years. There were 0 RSUs issued and outstanding as of March 31, 2020. Subsequent to the quarter ended March 31, 2020, 2.1 million RSUs were granted with a fair value of $8.50 per RSU.


Sales by Products and Services Offering	Three months ended March 31, 2021		Three months ended March 31, 2020
Critical infrastructure & solutions	$	627.9	$	461.5
Services & spares	321.8		306.3
Integrated rack solutions	148.7		129.5
Total	$	1,098.4	$	897.3

2423

Table of contents

~~(16)~~(14) EARNINGS (LOSS) PER SHARE

Basic earnings per ordinary share is computed by dividing net earnings attributable to holders of the Company's Class A common ~~shareholders~~shares by the weighted average number of common shares outstanding during the period. Diluted earnings per ordinary share is computed by dividing net earnings attributable to holders of the Company's Class A common ~~shareholders~~shares 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 securities or instruments, if the impact is dilutive.

The details of the earnings per share calculations for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 are as follows (in millions, except per share and per share ~~amounts:~~amounts):

Three months ended March 31, 2020
Three months ended March 31, 2019 ⁽¹⁾
Net loss attributable to common shareholders $ (268.9) $ (74.3)
Weighted-average number of ordinary shares outstanding - basic 240,656,864 118,261,955
Less dilutive effect of equity-based compensation and warrants — —
Weighted-average number of ordinary shares outstanding - diluted 240,656,864 118,261,955
Net income per share attributable to common shareholders
Basic $ (1.12) $ (0.63)
Diluted (1.12) (0.63)

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


	Three months ended March 31, 2021		Three months ended March 31, 2020 (as restated)
Net income (loss) attributable to common shareholders	$	31.7	$	(208.3)

Weighted-average number of ordinary shares outstanding - basic	349,603,701		240,656,864
Dilutive effect of equity-based compensation and warrants	3,844,884		0
Weighted-average number of ordinary shares outstanding - diluted	353,448,585		240,656,864


Net income per share attributable to common shareholders
Basic	$	0.09	$	(0.87)
Diluted	0.09		(0.87)

Additional stock awards and warrants were outstanding during the three months ended March 31, 2020, but were not included in the computation of diluted earnings per common share because the effect would be anti-dilutive. Such anti-dilutive awards and warrants represented 5.4 million and 33.5 million shares ~~respectively,~~ for the three months ended March 31, ~~2020.~~

Each warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. No fractional shares will be issued upon exercise of the warrants and only whole warrants will trade. Warrants became exercisable 30 days after the Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the warrant holders.2020, respectively.

~~(17)~~(15) 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 May 10, 2018, the jury in the case of Bladeroom Group Limited, et al. v. Facebook, Inc., Emerson Electric Co., Emerson Network Power Solutions, Inc. (now known as Vertiv Solutions, Inc.) and Liebert Corporation returned a verdict in favor of the plaintiff in the amount of $30.0. The jury found the defendants breached a confidentiality agreement with Bladeroom, were unjustly enriched by such breach, improperly disclosed or used certain of the plaintiff’s trade secrets and the misappropriation of such trade secrets was willful and malicious. On March 11, 2019, the court entered orders in the

~~Table of contents~~

case affirming the original award of $30.0 and imposing an additional award for punitive damages of $30.0 as well as attorney fees and interest. Under the terms of the purchase agreement with Emerson, the Company is indemnified for damages arising out of or relating to this case, including the above amounts. On August 12, 2019, judgment was entered, confirming the award entered on March 11, 2019. Emerson has submitted an appeal, and in connection with the appeal has submitted a surety bond underwritten by a third-party insurance company in the amount of ~~$96.8.~~$120.1. As of March 31, ~~2020,~~2021, the Company had accrued ~~$92.9~~$96.1 in accrued expenses, the full amount of the judgment, and recorded an offsetting indemnification receivable of ~~$92.9~~$96.1 in other current assets related to this matter.

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 outcomes was 0 to $34.5. On June 4, 2019, Vertiv notified the selling shareholders of Energy Labs of Vertiv’s determination that the applicable 2018 operating results had not been achieved and that 0 contingent

Table of contents

consideration was due to the selling shareholders. On September 6, 2019, the selling shareholders of Energy Labs notified Vertiv of their dispute regarding the contingent consideration due to them. The selling shareholders 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. As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company had accrued $2.8 in accrued expenses. Discovery is underway and a trial has been scheduled for February 2022. While Vertiv believes it has meritorious defenses against the assertions of the selling shareholders of Energy Labs, Vertiv is unable at this time to predict the outcome of this dispute. If Vertiv is unsuccessful, the ultimate resolution of this dispute could result in a loss of up to $31.7 in excess of the $2.8 accrued as well as costs and legal fees.

At March 31, ~~2020,~~2021, there were no known contingent liabilities (including guarantees, taxes and other claims) that management believes will be material in relation to the Company’s consolidated financial statements, nor were there any material commitments outside the normal course of business other than those described above.

~~Table of contents~~

~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~

This Quarterly Report on Form 10-Q contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, capital structure, indebtedness, business strategy and plans and objectives of management for future operations, including as they relate to the anticipated effects of the Business Combination (as defined herein). These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. The Company cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors that may cause such differences include, but are not limited to: (1) the benefits of the Business Combination; (2) the future financial performance of the Company following the Business Combination; (3) the ability to maintain the listing of the Company’s securities on the New York Stock Exchange; (4) the risk that the Business Combination disrupts current plans and operations of the Company; (5) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) costs related to the Business Combination; (7) the outcome of any legal proceedings that may be instituted against the Company or any of its directors or officers, following the Business Combination; (8) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; (9) factors relating to the business, operations and financial performance of the Company and its subsidiaries, including: global economic weakness and uncertainty; risks relating to the continued growth of the Company’s customers’ markets; failure to meet or anticipate technology changes; the unpredictability of the Company’s future operational results; disruption of the Company’s customers’ orders or the Company’s customers’ markets; less favorable contractual terms with large customers; risks associated with governmental contracts; failure to mitigate risks associated with long-term fixed price contracts; risks associated with information technology disruption or security; risks associated with the implementation and enhancement of information systems; failure to properly manage the Company’s supply chain or difficulties with third-party manufacturers; competition in the infrastructure technologies industry; failure to realize the expected benefit from any rationalization and improvement efforts; disruption of, or changes in, the Company’s independent sales representatives, distributors and original equipment manufacturers; failure to obtain performance and other guarantees from financial institutions; failure to realize sales expected from the Company’s backlog of orders and contracts; changes to tax law; ongoing tax audits; risks associated with future legislation and regulation of the Company’s customers’ markets both in the United States and abroad; costs or liabilities associated with product liability; the Company’s ability to attract, train and retain key members of its leadership team and other qualified personnel; the adequacy of the Company’s insurance coverage; a failure to benefit from future acquisitions; failure to realize the value of goodwill and intangible assets; the global scope of the Company’s operations; risks associated with the Company’s sales and operations in emerging markets; exposure to fluctuations in foreign currency exchange rates; the Company’s ability to comply with various laws and regulations and the costs associated with legal compliance; adverse outcomes to any legal claims and proceedings filed by or against us; the Company’s ability to protect or enforce its proprietary rights on which its business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters; the impact of the recent COVID-19 global pandemic and response by governments and other third parties; risks associated with the Company’s limited history of operating as an independent company; and potential net losses in future periods; and (10) other risks and uncertainties described below, as well as other material risks to our business, indicated in our Annual Report on Form 10-K, including those under “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

Forward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q or any earlier date specified for such statements. The Company undertakes no obligation to update

~~Table of contents~~

or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety by this Cautionary Note Regarding Forward-Looking Statements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise indicates or requires, references to (1) “the Company,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries following the Business Combination; (2) “GSAH” refers to GS Acquisition Holdings Corp prior to the Business Combination; and (3) ~~“Vertiv”~~“Holdings” refers to Vertiv Holdings, LLC and its subsidiaries prior to the Business Combination. In addition, dollar amounts are stated in millions, except for per share amounts. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form ~~10-K~~10-K/A filed April 30, 2021 for the year ended December 31, ~~2019.~~2020.

Overview

We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We provide this technology to data centers, communication networks and commercial &and industrial environments worldwide. We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.

Key Developments

Below is a summary of selected key developments affecting our business ~~since December 31, 2019:~~

•On February 7, 2020, the Company (formerly known as GSAH), consummated its previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of December 10, 2019 (the “Merger Agreement”), by and among the Company, Vertiv, a Delaware limited liability company, VPE Holdings, LLC, a Delaware limited liability company (the “Vertiv Stockholder”), Crew Merger Sub I LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“First Merger Sub”), and Crew Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of GSAH (“Second Merger Sub”). As contemplated by the Merger Agreement, (1) First Merger Sub merged with and into Vertiv, with Vertiv continuing as the surviving entity (the “First Merger”) and (2) immediately following the First Merger and as part of the same overall transaction as the First Merger, Vertiv merged with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity and renamed “Vertiv Holdings, LLC” (collectively with the First Merger and the other transactions contemplated by the Merger Agreement, the “Business Combination”). The Business Combination was approved by GSAH shareholders on February 6, 2020, and on February 10, 2020, the Company announced the completion of the Business Combination. The Company began trading on the New York Stock Exchange beginning on Monday, February 10, 2020.during first quarter 2021:

•On March ~~2, 2020,~~10, 2021, Vertiv Group Corporation, a Delaware corporation (the “Borrower”) and an indirect wholly owned subsidiary of Vertiv Holdings ~~closed~~Co, Vertiv Intermediate Holding II Corporation, a ~~new seven-year $2,200.0 term loan,~~Delaware corporation

(“Holdings”) and the proceeds of which were used, together with the proceeds of certain borrowings under the ABL revolving credit facility referred to below, to repay in full Vertiv Group’s previous term loan and redeem in full the high-yield bondsdirect parent of Vertiv Group, and ~~Holdco, including their 9.25% senior notes, 12.0%/13.0% PIK-toggle senior notes~~certain direct and ~~10.0% second-lien notes. At~~indirect subsidiaries of the Borrower

entered into an Amendment No. 1 to Term Loan Credit Agreement (the "Term Loan Amendment") with Citibank,

N.A., as administrative agent (in such capacity, the “Term Agent”), and the lenders party thereto, which Term Loan

Amendment amended the Term Loan Credit Agreement, dated as of March ~~31,~~2, 2020 (as amended by the Term

Loan Amendment, the “Term Loan Credit Agreement”), by and among Holdings, the Borrower, the Term Agent and

the lenders from time to time party thereto, to, among other things, reduce the interest rate margin for the

Borrower’s outstanding term loans under the Term Loan Credit Agreement by 0.25%, to 2.75% in respect of term

loans bearing interest based on the LIBOR rate and to 1.75% in respect of term loans bearing interest based on a

base rate defined in the Term Loan Credit Agreement. The maturity date for such term loans remains March 2,

2027, and all other material provisions of the Original Term Loan Credit Agreement re main materially

unchanged.

•On December 17, 2020, the new term loan bears annual interest at LIBOR plus an applicable margin of 3.0% (4.6% all-in), which applicable margin is 1.0% lower than under the previous term loan. In addition, Holdings, Vertiv Group and certainCompany announced its plans to redeem for cash all of its ~~subsidiaries closed an amendment~~outstanding public warrants to purchase shares of our Class A common shares. In December 2020, $156.5 of cash was generated from the exercise of 13.6 million public warrants. In January 2021, 9.3 million public warrants were exercised generating cash proceeds of $107.5. Public warrants that remained unexercised as of 5 p.m. New York City time on ~~their $455.0 asset-based lending (ABL) revolving credit facility which, among other changes, extended~~January 19, 2021 were no longer exercisable, and the ~~maturity~~registered holders of such unexercised public warrants became entitled to ~~March 2, 2025 and lowered~~receive the ~~applicable margin on loans thereunder by 0.25%. Concurrently with the closing~~redemption price of ~~the new term loan, Vertiv Group executed interest rate swaps on a notional amount~~$0.01 per warrant. All public warrants were exercised or redeemed as of $1,200.0 in 2020, and $1,000.0 in the remaining tenor of the term loan. Combined with the economics of the term loan, this results in an all-in rate at March 31, 2020 of approximately 4.1%. The swap transactions exchange floating term loan interest payments for fixed rate interest payments on the notional amount to reduce interest rate volatility.January 22, 2021.

•~~During~~As previously disclosed in our 2020 Form 10-K/A as filed on April 30, 2021, we restated the ~~first quarter~~Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2020, ~~an outbreak of respiratory illness caused by a strain of novel coronavirus, COVID-19, that began in China spread throughout the globe. Given the fluidity and uncertainty~~as well each of the ~~COVID-19 global pandemic, we are unable~~quarters within 2020 to ~~predict~~make the ~~full financial impact that this pandemic will have on our business in~~necessary accounting corrections related to warrant accounting.

2825

Table of contents

the future. However, we anticipate that the COVID-19 outbreak will continue to adversely affect our business, results of operations, financial condition, cash flows and liquidity for at least the duration of 2020.

RESULTS OF OPERATIONS

Comparison of the quarters ended March 31, ~~2020~~2021 and March 31, ~~2019~~2020 (as restated)


(Dollars in millions)	(Dollars in millions)	2020		2019		$ Change		% Change		(Dollars in millions)	2021		2020 (as restated)		$ Change		% Change
Net sales	Net sales	$	897.3	$	1,054.8	$	(157.5)	(14.9)	%	Net sales	$	1,098.4	$	897.3	$	201.1	22.4	%
Cost of sales	Cost of sales	610.3		707.6		(97.3)		(13.8)	%	Cost of sales	740.4		610.3		130.1		21.3	%
Gross profit	Gross profit	287.0		347.2		(60.2)		(17.3)	%	Gross profit	358.0		287.0		71.0		24.7	%
Selling, general and administrative expenses	Selling, general and administrative expenses	264.8		286.4		(21.6)		(7.5)	%	Selling, general and administrative expenses	250.1		264.8		(14.7)		5.6	%
Amortization of intangibles										Amortization of intangibles	31.8		32.4		(0.6)		1.9	%
Restructuring costs										Restructuring costs	2.0		(1.1)		3.1		281.8	%
Foreign currency (gain) loss, net										Foreign currency (gain) loss, net	(6.9)		1.8		(8.7)		483.3	%
Other operating expense (income)										Other operating expense (income)	1.2		1.3		(0.1)		7.7	%
Operating profit (loss)										Operating profit (loss)	79.8		(12.2)		92.0		754.1	%
Interest expense, net										Interest expense, net	24.1		68.9		(44.8)		65.0	%
Loss on extinguishment of debt	Loss on extinguishment of debt	174.0		—		174.0		100.0	%	Loss on extinguishment of debt	0.4		174.0		(173.6)		99.8	%
Other deductions, net		34.4		38.8		(4.4)		(11.3)	%
Earnings (loss) before interest & income taxes		(186.2)		22.0		(208.2)		(946.4)	%
Interest expense, net		68.9		77.8		(8.9)		(11.4)	%
Income tax expense		13.8		18.5		(4.7)		(25.4)	%
Net Loss		$	(268.9)	$	(74.3)	$	(194.6)	261.9	%
Change in fair value of warrant liabilities										Change in fair value of warrant liabilities	13.6		(60.6)		74.2		122.4	%
Income tax expense (benefit)										Income tax expense (benefit)	10.0		13.8		(3.8)		27.5	%
Net income (loss)										Net income (loss)	$	31.7	$	(208.3)	$	240.0	115.2	%

Net Sales

Net sales were $1,098.4 in Q1 2021, an increase of $201.1, or 22.4 percent, compared with $897.3 in Q1 ~~2020, a decrease of $157.5, or 14.9 percent, compared with $1,054.8~~2020. The increase in ~~Q1 2019. The~~sales was primarily driven by recovery from the COVID-19 pandemic ~~negatively impacted net sales by approximately $80.0. Additional decreases were related to~~in the ~~timing of large projects~~APAC segment coupled with demand gains in critical infrastructure and ~~negative impacts of foreign currency.~~solutions. By offering, critical infrastructure ~~and~~& solutions sales ~~decreased $139.4 inclusive of negative~~increased $166.4 including the positive impacts from foreign currency of ~~$10.5. Service and software solutions~~$14.4. Services & spares sales ~~decreased $3.4~~increased $15.5, including ~~the negative~~positive impacts from foreign currency of ~~$6.4. I.T. and edge infrastructure~~$7.8. Integrated rack solutions sales ~~decreased $14.7~~increased $19.2 including the ~~negative~~positive impacts offrom foreign currency of ~~$2.1.~~$3.7.

Excluding intercompany sales, net sales were ~~$466.7~~$501.5 in the Americas, ~~$223.9~~$357.4 in Asia Pacific and ~~$206.7~~$239.5 in EMEA. Movements in net sales by segment and offering are each detailed in the Business Segments section below.

Cost of Sales

Cost of sales were ~~$610.3~~$740.4 in Q1 ~~2020, a decrease~~2021, an increase of ~~$97.3,~~$130.1, or ~~13.8~~21.3 percent compared to Q1 ~~2019.~~2020. The ~~decrease~~increase in cost of sales was primarily due to the flow-through impact of ~~lower~~higher net sales ~~volume resulting from the global impact of COVID-19 partially offset by the carryover benefit of pricing, purchasing improvements and manufacturing productivity actions executed in 2019.~~volume. Gross profit was ~~$287.0~~$358.0 in Q1 ~~2020,~~2021, or 32.6 percent of sales, compared to $287.0, or 32.0 percent of sales ~~compared to $347.2, or 32.9 percent of sales~~ in Q1 ~~2019.~~2020.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (SG&A) were ~~$264.8~~$250.1 in Q1 ~~2020,~~2021, a decrease of ~~$21.6~~$14.7 compared to Q1 ~~2019.~~2020. SG&A as a percentage of sales were 22.8 percent in Q1 2021 compared with 29.5 percent in Q1 ~~2020, a 2.3 percentage point increase compared with 27.2 percent in Q1 2019.~~2020. The ~~reasons for the~~ decrease in SG&A ~~are lower commissions due~~was primarily the result of fixed cost reduction actions in response to ~~lower sales volumes, timing~~the COVID-19 pandemic, including discretionary spending cuts, and one-time transaction related bonuses in 2020.

Table of ~~incentive compensation expense, and lower headcount expense driven by~~contents

Other Operating Expenses

Other operating expenses include amortization of intangibles, restructuring ~~actions executed in 2019. In addition, there was lower spending related to transformation initiatives to improve operational efficiency, digital project implementation~~ costs, foreign currency (gain) loss, and other ~~one-time transition costs.~~operating expense (income). Other expenses was $28.1 for Q1 2021. This was a $6.3 decrease from Q1 2020. The decrease was primarily due to a change in foreign currency (gain) loss of $8.7, partially offset by ~~one-time transaction bonus related to the reverse merger~~increased restructuring costs of ~~$21.4.~~$3.1.

Loss on Extinguishment of Debt

~~The loss~~Loss on extinguishment of debt was $0.4 in Q1 2021 related to lender fees associated with the Term Loan Amendment. This was a $173.6 decrease from the Q1 2020 ~~represents costs incurred in~~loss that resulted from the ~~refinancing~~repayment of indebtedness from the Business Combination and ~~pay down of~~ the ~~Company’s long-term debt. The loss includes~~subsequent Refinancing Transactions. In Q1 2020, we recognized a $99.0 write-off of deferred financing fees and a $75.0 early redemption premium on ~~high interest notes, for a total refinancing cost~~our $500.0 of ~~$174.0.~~12.00%/13.00% Senior PIK Toggle Notes due 2022 (the “2022 Senior Notes”), $750.0 of 9.250% Senior Notes due 2024 (“2024 Senior Notes”) and $120.0 of 10.00% Senior Secured Second Lien Notes due 2024 (the “2024 Senior Secured Notes” and, collectively with the 2022 Senior Notes and 2024 Senior Notes, our “Prior Notes”).

~~Table~~Change in Fair Value of ~~contents~~

~~Other Deductions, Net~~Warrant Liabilities

~~Other deductions, net, were $34.4~~Change in ~~Q1 2020, a decrease~~Fair Value of ~~$4.4, compared with Q1 2019. The decrease is primarily due~~Warrant Liabilities represents the mark- to ~~a reduction of restructuring costs as certain transformation activities reached completion. See Note 12~~-market fair value adjustments to the ~~unaudited condensed consolidated~~outstanding warrants issued in connection issued in connection with the IPO of GSAH. The change in fair value of the outstanding warrants during Q1 2021 was $13.6. The change in fair value of stock warrants is the result of changes in market prices deriving the value of the financial ~~statements for additional information.~~

~~Earnings (loss) Before Interest & Income Taxes~~

Loss before interest & income taxes in Q1 2020 was $186.2, a decrease in earnings of $208.2 when compared to earnings of $22.0 in Q1 2019. On a segment basis, EBIT was $61.6 in the Americas, $13.6 in Asia Pacific, and $15.9 in EMEA. Corporate expenses were $277.3 in Q1 2020, including the loss on extinguishment of debt of $174.0 and implementation of cost reduction initiatives, digital project implementation costs, costs that support global product platform development, and costs related to the merger with GSAH. See “Business Segments” below for additional details.instruments.

Interest ~~expense~~Expense

Interest expense, net, was $24.1 in Q1 2021 compared to $68.9 in Q1 ~~2020 compared to $77.8 in Q1 2019.~~2020. The ~~$8.9~~$44.8 decrease is primarily due to the reduction in outstanding borrowings resulting from the business combination and lower interest rates secured through the debt refinancing, as described in Note 6 to the ~~unaudited condensed~~ consolidated financial statements, ~~for additional information.~~offset by an increase due to accretion on the Tax Receivable Agreement and net settlement payments on the Company's interest rate swaps.

Income Taxes

Income tax expense was $10.0 in Q1 2021 versus $13.8 in Q1 ~~2020 versus $18.5 in Q1 2019.~~2020. The effective rate in the ~~current~~year-to-date period is primarily influenced by the mix of income between our U.S. and non-U.S. operations, and reflects the negative impact of Global Intangible Low-Taxed Income (GILTI), which is partially offset by changes in valuation allowance ~~for~~in the U.S. ~~federal purposes,~~For the ~~Global Intangible Low Tax Income (the "GILTI") provisions~~three months ended March 31, 2020, income tax expense was primarily influenced by the mix of income between our U.S. and non-U.S. operations and changes in valuation allowance offsetting the ~~Tax Cuts~~tax effect in the U.S. and ~~Jobs Act (“the Act”),~~certain other jurisdictions as well as discrete tax adjustments related to remeasurement and legislative changes impacting the indefinite reinvestment liability and changes in the liability for uncertain tax positions. For the three months ended March 31, 2019, income tax expense was primarily influenced by the impact of the GILTI provisions of the Act and the mix of income between our U.S. and non-U.S. operations which was offset by changes in valuation allowance for U.S. federal purposes.

The Q1 ~~2020~~2021 tax expense is lower than Q1 ~~2019~~2020 primarily due to ~~lower earnings during~~the change in mix of income, non-U.S. tax incentives and changes in valuation allowances in the U.S.

The effective tax rate in Q1 2020 ~~where~~reflected the ~~company has profitable operations~~effect of significant valuation allowances offsetting tax benefits otherwise generated by losses in that period. The effective tax rate in Q1 2021 reflects a more customary relationship between tax expense and ~~discrete tax adjustments recorded during~~pre-tax results, as profits were generated more consistently across jurisdictions than in the prior period.

Business Segments

The following is detail of business segment results for the three months ended March 31, ~~2020 and 2019.~~2021. Segment profitability is defined as ~~earnings before interest and income taxes.~~operating profit (loss). Segment margin represents segment ~~earnings~~operating profit (loss) expressed as a percentage of segment net sales. For reconciliations of segment net sales and earnings to the Company’s consolidated results, see Note 1413 — Segment Information, of the Company's condensed consolidated financial statements. Segment net sales are presented excluding intercompany sales.

Table of contents

Americas


(Dollars in millions)	(Dollars in millions)	Three months ended March 31, 2020			Three months ended March 31, 2019			$ Change		% Change		(Dollars in millions)	Three months ended March 31, 2021			Three months ended March 31, 2020			$ Change		% Change
Net sales	Net sales	$	466.7		$	554.4		$	(87.7)	(15.8)	%	Net sales	$	501.5		$	466.7		$	34.8	7.5	%
Earnings before interest and taxes		61.6			87.1			(25.5)		(29.3)	%
Operating profit (loss)												Operating profit (loss)	126.4			91.5			34.9		38.1	%
Margin	Margin	13.2		%	15.7		%					Margin	25.2		%	19.6		%

Americas net sales of ~~$466.7~~$501.5 in Q1 ~~2020 represented a decrease of $87.7,~~2021 increased $34.8, or ~~15.8~~7.5 percent from Q1 ~~2019.~~2020. Sales ~~decreases were~~growth was primarily ~~due to the impacts of COVID-19 and timing of I&S project~~driven by hyperscale demand ~~from hyperscale and colocation customers. By offering, sales declined for~~in critical infrastructure and solutions, specifically in AC power and thermal product lines. By offering, net sales increased in critical infrastructure & solutions and integrated rack solutions by ~~$95.3~~$39.4 and ~~services~~$2.8, respectively, partially offset by a decrease in service and ~~software solutions increased~~spares by ~~$7.6, while sales remained flat in I.T. edge and infrastructure. Additionally,~~$7.4. Americas net sales were negatively impacted by foreign currency by approximately ~~$5.2.~~$2.2.

~~Earnings before interest and taxes~~Operating profit (loss) in Q1 ~~2020~~2021 was ~~$61.6, a decrease~~$126.4, an increase of ~~$25.5~~$34.9 compared with Q1 ~~2019.~~2020. Margin ~~declined 2.5 percentage points mainly~~improved primarily due to ~~the impact of deleveraging, but was partially offset by~~ contribution margin improvements ~~(operations productivity, pricing,~~(volume leverage), and ~~commission structure).~~fixed cost management.

~~Table of contents~~

Asia Pacific


(Dollars in millions)	(Dollars in millions)	Three months ended March 31, 2020			Three months ended March 31, 2019			$ Change		% Change		(Dollars in millions)	Three months ended March 31, 2021			Three months ended March 31, 2020			$ Change		% Change
Net sales	Net sales	$	223.9		$	259.0		$	(35.1)	(13.6)	%	Net sales	$	357.4		$	223.9		$	133.5	59.6	%
Earnings before interest and taxes		13.6			20.4			(6.8)		(33.3)	%
Operating profit (loss)												Operating profit (loss)	53.1			20.9			32.2		154.1	%
Margin	Margin	6.1		%	7.9		%					Margin	14.9		%	9.3		%

Asia Pacific net sales were ~~$223.9~~$357.4 in Q1 ~~2020, a decrease~~2021, an increase of ~~$35.1,~~$133.5, or ~~13.6~~59.6 percent from Q1 ~~2019.~~2020. Sales ~~decreases~~increases in this segment were ~~primarily due to the impacts of COVID-19 partially offset~~driven by ~~improvements~~COVID 19 recovery in China and India. Additionally, this segment experienced strong growth in large project lines such as data centers, 5G projects, and wind ~~power and large data center projects. Net~~power. By offering, net sales ~~decreased~~increased in all offering categories, ~~represented by declines~~including gains in critical infrastructure & solutions, integrated rack solutions and ~~solutions sales~~service & spares of ~~$15.3, service~~$100.0, $17.3 and ~~software solutions of $8.3, and I.T. edge and infrastructure of $11.5.~~$16.2, respectively. Additionally, Asia Pacific net sales were ~~negatively~~positively impacted by foreign currency byof approximately ~~$7.5.~~$13.6.

~~Earnings before interest and taxes were $13.6~~Operating profit (loss) in Q1 ~~2020, a decrease~~2021 was $53.1, an increase of ~~$6.8~~$32.2 compared with Q1 ~~2019.~~2020. Margin ~~declined 1.8 percentage points due to volume declines, partially offset~~improvements were driven by ~~reduction in discretionary spend and other~~leverage of fixed ~~costs.~~costs from high volume.

Europe, Middle East & Africa


(Dollars in millions)	(Dollars in millions)	Three months ended March 31, 2020			Three months ended March 31, 2019			$ Change		% Change		(Dollars in millions)	Three months ended March 31, 2021			Three months ended March 31, 2020			$ Change		% Change
Net sales	Net sales	$	206.7		$	241.4		$	(34.7)	(14.4)	%	Net sales	$	239.5		$	206.7		$	32.8	15.9	%
Earnings before interest and taxes		15.9			20.6			(4.7)		(22.8)	%
Operating profit (loss)												Operating profit (loss)	33.4			20.8			12.6		60.6	%
Margin	Margin	7.7		%	8.5		%					Margin	13.9		%	10.1		%

EMEA net sales were ~~$206.7~~$239.5 in Q1 ~~2020, a decrease~~2021, an increase of ~~$34.7,~~$32.8, or ~~14.4~~15.9 percent from Q1 ~~2019.~~2020. Sales ~~decreases~~increases were primarily due to ~~the impacts~~deployment of ~~COVID-19 and project timing. Net sales decreased~~large Colocation data centers in ~~all~~Europe. By product offering ~~categories, represented by declines in~~category, critical infrastructure & solutions and ~~solutions sales of $28.8,~~ service & spares increased by $27.0 and ~~software~~$6.7, respectively, offset by a decline in integrated rack solutions of ~~$2.7, and I.T. edge and infrastructure of $3.2.~~$0.9. Additionally, ~~Asia Pacific~~Europe, Middle East & Africa net sales were ~~negatively~~positively impacted by foreign currency byof approximately ~~$6.3.~~$14.5.

~~Earnings before interest and taxes was $15.9~~Operating profit (loss) in Q1 ~~2020,~~2021 was$33.4, an ~~decrease~~increase of ~~$4.7~~$12.6 compared with Q1 ~~2019.~~2020. Margin ~~declined 0.8 percentage points~~improved primarily ~~as a result of volume declines, partially offset by benefits from prior year restructuring programs driving lower~~due to fixed ~~costs.~~cost savings and contribution margin improvements (volume leverage, operation productivity, and pricing).

Vertiv Corporate and Other

Corporate and other costs include costs associated with our headquarters located in Columbus, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, ~~Digital,~~IT, Legal, and global product platform development and offering management. Corporate and other costs were ~~$277.3~~$108.2 and ~~$106.1~~$111.2 in Q1 ~~2020~~2021 and Q1 ~~2019,~~2020, respectively. The $171.2 increase in corporate and other expenses in Q1 2020 versus the comparable prior year was primarily due to the loss on extinguishment of debt of $174.0, as described in Note 6 to the unaudited condensed consolidated financial statements.

Table of contents

Capital Resources and Liquidity

Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments and debt service. In connection with the consummation of the Business Combination on February 7, 2020, the Company used $1,464.0 of the proceeds from the Merger Consideration and PIPE Investment to pay down its existing debt. On March 2, 2020, Vertiv announced the closing of a new seven-year $2,200.0 term loan, the proceeds of which were used to repay in full its previous term loan and redeem in full its high-yield bonds, including its 9.25% senior notes, 12.0%/13.0% PIK toggle senior notes and 10.0% second-lien notes. On March 10, 2021, we amended our Term Loan Credit Agreement whereby the interest rate margin for our outstanding term loans under the Credit Agreement was reduced by 0.25% to 2.75%. The maturity date for such term loan remains March 2, 2027, and all other material provisions of the Credit Agreement remain materially unchanged. Additionally, Holdings, Vertiv Group and certain of its subsidiaries closed an amendment on their $455.0 ABL Revolving Credit Facility which extended the maturity to March 2, 2025.

In addition to the cash inflow generated from the closing of the merger with GSAH, we believe that net cash provided by operating activities, augmented by long-term debt arrangements and the ABL Revolving Credit Facility, will provide adequate near-term liquidity for the next 12 months of independent operations, as well as the resources necessary to invest for growth in existing businesses and manage our capital structure on a short- and long-term basis. We expect to continue to opportunistically access the capital markets and financing markets from time to time. Access to capital and the availability of financing on acceptable terms in the future will be affected by many factors, including our credit rating,

~~Table of contents~~

economic conditions, and the overall liquidity of capital markets. There can be no assurance that we will continue to have access to the capital markets and financing markets on acceptable terms.

At March 31, ~~2020,~~2021, we had ~~$293.2~~$677.2 in cash and cash equivalents, which includes amounts held outside of the U.S., primarily in Europe and Asia. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are not asserting indefinite reinvestment of cash or outside basis for our non-U.S. subsidiaries due to the outstanding debt obligations in instances where alternative repatriation options other than dividends are not available. Our ABL Revolving Credit Facility provides for up to $455.0 of revolving borrowings, with separate sublimits for letters of credit and swingline borrowings and an uncommitted accordion of up to $145.0. At March 31, ~~2020,~~2021, Vertiv Group and certain other subsidiaries of the Company had ~~$157.3~~$433.9 of availability under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of ~~$22.5,~~$21.1, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

Long-Term Debt Obligations

There is a discussion in Note 6 — Debt of the consolidated financial statements of the long-term debt arrangements issued by the Company with certain of our subsidiaries named as guarantors or co-borrowers.

Summary Statement of Cash Flows

~~Quarters~~Three months ended March 31, ~~2020~~2021 and ~~March 31, 2019~~2020


(Dollars in millions)	(Dollars in millions)	Three months ended March 31, 2020		Three months ended March 31, 2019		$ Change		% Change		(Dollars in millions)	2021		2020		$ Change		% Change
Net cash provided by (used for) operating activities	Net cash provided by (used for) operating activities	$	(194.7)	$	(33.7)	$	(161.0)	477.7	%	Net cash provided by (used for) operating activities	$	60.7	$	(194.7)	$	255.4	(131.2)	%
Net cash (used for) investing activities		(8.5)		(10.8)		2.3		(21.3)
Net cash provided by (used for) financing activities		279.3		(59.4)		338.7		(570.2)
Net cash used for investing activities										Net cash used for investing activities	(17.9)		(8.5)		(9.4)		110.6
Net cash provided by financing activities										Net cash provided by financing activities	102.9		279.3		(176.4)		(63.2)
Capital expenditures	Capital expenditures	(6.7)		(10.7)		4.0		(37.4)		Capital expenditures	(16.8)		(6.7)		(10.1)		150.7
Investments in capitalized software	Investments in capitalized software	(1.8)		(3.9)		2.1		(53.8)		Investments in capitalized software	(1.1)		(1.8)		0.7		(38.9)

Net Cash ~~used for~~provided by (used for) Operating Activities

Net cash ~~used for~~provided by operating activities was ~~$194.7~~$60.7 in Q1 ~~2020,~~2021, a ~~$161.0 decrease~~$255.4 increase in cash generation compared to Q1 ~~2019.~~2020. The ~~decline~~increase in cash generation was primarily driven by higher sales and operating profit, lower cash paid for interest expense as a ~~use~~result of debt pay down and refinancing, improved trade working capital, ~~from higher seasonal inventory build, a higher net loss from operations, higher bonus payouts,~~ and ~~transaction costs.~~reduced one-time costs associated with the SPAC transactions in Q1 2020.

Table of contents

Net Cash used for Investing Activities.

Net cash used for investing activities was ~~$8.5~~$17.9 in Q1 ~~2020~~2021 compared to net cash used for investing activities of ~~10.8~~$8.5 in Q1 ~~2019.~~2020. The ~~lower~~increased use of cash over the comparable period was primarily the result of ~~reduced~~increased capital expenditures.

Net Cash provided by ~~(used for)~~ Financing Activities

Net cash provided by financing activities was $102.9 in Q1 2021 compared to $279.3 in Q1 ~~2020 compared to $59.4 of cash used in Q1 2019.~~2020. The ~~increase~~decrease in cash generation was primarily ~~driven~~the result of Q1 2020 having many non-recurring financing activities such as the proceeds from the Business Combination of $1.827.0 partially offset by payments to the Vertiv Stockholder of $341.6 and repayments of Prior Notes of $1,370. Additionally, there were net ~~borrowing~~borrowings on the ABL ~~Revolving Credit Facility~~and Term Loan of $131.1 inand $119.0, respectively. In Q1 ~~2020 as compared to a net payment of $59.4 in Q1 2019. The remaining net financing activities resulted from~~2021, the ~~reverse recapitalization and refinancing transactions. Borrowings on the new Term loan of $2,189.0, net of original discount, and~~financial activity was driven by proceeds from the ~~reverse recapitalization~~exercise of ~~$1,827.0 were offset by the repayment of the Prior Term Loan and Prior Notes as well as a payment made to Advisors in connection with the closing of the merger with GSAH.~~

~~Off-balance sheet arrangements~~

~~Vertiv does not have any off-balance sheet arrangements for any of the periods presented.~~

~~Table of contents~~

~~Contractual obligations~~

There have been no material changes outside of the ordinary course of business in our outstanding contractual obligations since December 31, 2019 and through March 31, 2020, except for the following changes to our debt obligations and tax receivable agreement:

On the Closing Date, the Company entered into the Tax Receivable Agreement, with the Vertiv Stockholder. The Company has estimated total payments of approximately $191.5 on an undiscounted basis. Due to the uncertainty with respect to the timing of future payments, the Tax Receivable Agreement has not been included in the table above. Payments are due under the agreement over a 10 year period beginning in 2023.warrants totaling $107.5.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The preceding discussion and analysis of our consolidated results of operations and financial condition should be read in conjunction with our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. The ~~2019~~2020 financial statements, as restated as part of our Form 10-K/A filed ~~as Amendment No. 2~~ on ~~Form 8-K~~April 30, 2021, includes additional information about us, our operations, our financial condition, our critical accounting policies and accounting estimates, and should be read in conjunction with this Quarterly Report on Form 10-Q. Our significant accounting policies are described in Note 1 - Summary of ~~significant accounting policies.~~Significant Accounting Policies of Form 10-K/A.

Table of contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~We have~~This Quarterly Report on Form 10-Q, and other statements that Vertiv may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, with respect to Vertiv’s future financial or business performance, strategies or expectations, and as such are not historical facts. This includes, without limitation, statements regarding the financial position, capital structure, indebtedness, business strategy and plans and objectives of Vertiv management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Vertiv cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Such statements can be identified by the ~~following~~fact that they do not relate strictly to ~~be our critical accounting policies:~~

~~Revenue recognition~~historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The ~~Company recognizes revenue from the sale~~forward-looking statements contained or incorporated by reference in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of ~~manufactured products and services when control~~new information, future events or otherwise, except as may be required under applicable securities laws. These forward-looking statements involve a number of ~~promised goods~~risks, uncertainties (some of which are beyond Vertiv’s control) or ~~services are transferred to customers in an amount~~other assumptions that ~~reflects the consideration the Company expects~~may cause actual results or performance to be ~~entitled~~materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports, including those set forth in its Annual

Report on Form 10 K for the year ended December 31, 2020 . These risk factors and those identified elsewhere in this Quarterly Report on Form 10-Q, among others, could cause actual results to ~~in exchange for those goods~~differ materially from historical performance and include, but are not limited to: competition, the ability of Vertiv to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; and factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; risks relating to the continued growth of Vertiv’s customers’ markets; failure to meet or ~~services. Control is transferred when~~anticipate technology changes; the ~~customer has~~unpredictability of Vertiv’s future operational results, including the ability to ~~direct~~grow and manage growth profitably; disruption of Vertiv’s customers’ orders or Vertiv’s customers’ markets; less favorable contractual terms with large customers; risks associated with governmental contracts; failure to mitigate risks associated with long-term fixed price contracts; risks associated with information technology disruption or security; risks associated with the ~~use~~implementation and enhancement of information systems; failure to properly manage Vertiv’s supply chain or difficulties with third-party manufacturers; competition in the infrastructure technologies industry; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; failure to obtain ~~benefits~~performance and other guarantees from financial institutions; failure to realize sales expected from Vertiv’s backlog of orders and contracts; changes to tax law; ongoing tax audits; risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the ~~goods~~United States and abroad; costs or ~~services. The majority~~liabilities associated with product liability; Vertiv’s ability to attract, train and retain key members of its leadership team and other qualified personnel; the adequacy of Vertiv’s insurance coverage; a failure to benefit from future acquisitions; failure to realize the value of goodwill and intangible assets; the global scope of the Vertiv’s operations; risks associated with Vertiv’s sales and operations in emerging markets; exposure to fluctuations in foreign currency exchange rates; Vertiv’s ability to comply with various laws and regulations and the costs associated with legal compliance; adverse outcomes to any legal claims and proceedings filed by or against Vertiv; Vertiv’s ability to protect or enforce its proprietary rights on which its business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters, including risks associated with the COVID-19 pandemic; risks associated with litigation or claims against Vertiv; Vertiv's ability to realize cost savings in connection with Vertiv's restructuring program; risks associated with Vertiv’s limited history of operating as an independent company; potential net losses in future periods; failure to remediate internal controls over financial reporting; the Company’s ~~sales~~level of indebtedness and the ability to incur additional indebtedness; Vertiv's ability to comply with the covenants and restrictions contained in our credit agreements, including restrictive covenants that restrict operational flexibility; Vertiv's ability to comply with the covenants and restrictions contained in our credit agreements is not fully within our control; the Company’s ability to access funding through capital markets; the Vertiv Stockholder’s significant ownership and influence over the Company; risks associated with Vertiv's obligations to pay the Vertiv Stockholder portions of the tax benefits relating to pre-Business Combination tax assets and attributes; resales of Vertiv's securities may cause volatility in the market price of our securities; Vertiv's Organizational Documents contain ~~performance obligations satisfied at~~provisions that may discourage unsolicited takeover proposals; Vertiv's Certificate of Incorporation includes a ~~point~~forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it ; the ability of Vertiv's subsidiaries to pay dividends; volatility in ~~time when control is transferred~~Vertiv's stock price due to ~~the customer. Sales for service contracts, including installation, inventory with no alternative use~~various market 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 rightoperational factors; Vertiv's ability to ~~payment.~~maintain its

3331

Table of contents

~~For agreements~~listing on the NYSE and comply with ~~multiple performance obligations, judgment is required~~listing requirements; risks associated with the failure of industry analysts to ~~determine whether performance obligations specified~~provide coverage of Vertiv's business or securities; and other risks and uncertainties indicated 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, terminationVertiv’s SEC reports 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~~documents filed 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~~filed 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.

~~Goodwill and Other Indefinite Lived Intangible Assets~~

~~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 reviewedSEC by segment management. The Company conducts annual impairment tests of goodwill in the fourth quarter or more frequently if events or circumstances indicate a reporting unit’s fair value may be less than its carrying value. If an initial assessment indicates it is more likely than not goodwill may be impaired, it is evaluated by comparing the reporting unit’s estimated fair value to its carrying value. If its carrying value exceeds its estimated fair value, goodwill impairment is recognized to the extent that recorded goodwill exceeds the fair value of goodwill. Estimated fair values of the reporting unit are Level 3 measures and are developed under an income approach that discounts estimated future cash flows using risk-adjusted interest rates and also the market approach.Vertiv.

Indefinite lived intangible assets consist of certain trademarks which are also evaluated annually for impairment or upon the occurrence of a triggering event. Impairment is determined to exist when the fair value is less than the carrying valueForward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the ~~assets being tested.~~

~~Income Taxes~~

date of this Quarterly Report on Form 10-Q or any earlier date specified for such statements. The ~~provision for income taxes is determined using~~Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be filed with the ~~asset and liability approach of ASC 740~~SEC by ~~jurisdiction~~Vertiv required under applicable securities laws. All subsequent written or oral forward-looking statements attributable to the Company or persons acting 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~~behalf may be qualified 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.

their entirety by this Cautionary Note Regarding Forward-Looking Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

On a regular basis, Vertiv monitors third-party depository institutions that hold its cash and short-term investments, primarily for safety of principal and secondarily for maximizing yield on those funds. The Company diversifies its cash and short-term investments among counterparties to minimize exposure to any one of these entities. Vertiv also monitors the creditworthiness of its customers and suppliers to mitigate any adverse impact.

Vertiv uses derivative instruments to manage exposure to volatility in interest rates on certain debt instruments. Derivative financial instruments used by the Company are straightforward and non-leveraged. The counterparties to these instruments are financial institutions with strong credit ratings. Vertiv maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. See Note 11 to the Unaudited Consolidated Financial Statements for additional information about hedges and derivative financial instruments.

~~Table of contents~~

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as "controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms." Our disclosure controls and procedures are designed to ensure that material information relating to us and our consolidated subsidiaries is accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosures.

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, ~~2020~~2021 (the end of the period covered by this Quarterly Report on Form 10-Q). Based upon that evaluation, our ~~President and~~ Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, ~~2020,~~2021, because of material weaknesses in internal control over financial reporting described below.

~~Notwithstanding~~Management of the ~~identified material weaknesses, management~~Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Management has ~~concluded that~~assessed the ~~consolidated~~effectiveness of the Company’s internal control over financial ~~statements included~~reporting as of March 31, 2021 based on criteria established in ~~this quarterly report on Form 10-Q present fairly,~~the Internal Control-Integrated Framework in ~~all material respects,~~2013 issued by the ~~Company's financial position, results~~Committee of ~~operations and cash flows for~~Sponsoring Organizations of the ~~periods disclosed in conformity with U.S. generally accepted accounting principles (U.S. GAAP)~~Treadway Commission (COSO).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Management has identified material weaknesses in controls related to (a) not fully designing, implementing and monitoring general information technology controls in the areas of user access and program change-management for systems supporting all of the Company’s internal control processes; and (b) the aggregation of open control deficiencies across the Company’s financial reporting processes because the controls were not fully designed and operating effectively.

Table of contents

~~These~~Notwithstanding the identified material weaknesses, ~~did not result in any identified misstatements to~~management has concluded that the consolidated financial statements asincluded in this quarterly report on Form 10-Q present fairly, in all material respects, the Company's financial position, results of operations and cash flows for the quarter ended March 31, 2020. However, the material weaknesses create a reasonable possibility that a material misstatement to our consolidated financial statements will not be prevented or detected on a timely basis and, therefore, we concluded that the deficiencies represent material weaknessesperiods disclosed in ~~our internal control over financial reporting.~~conformity with U.S. generally accepted accounting principles (U.S. GAAP).

Remediation Plan

We currently are implementing a number of actions, as described below, to remediate the material weaknesses described in this Item 4. Company management is committed to ensuring that our internal controls over financial reporting are designed and operating effectively.

General Information Technology Controls (GITCs)

~~During 2020, we~~We continue to make progress in advancing foundational elements of our GITCs. These elements are providing value as we are leveraging them in the design of our future state processes and controls within Oracle, which is expected to go-live in 2021. Our remediation plan includes, but is not limited to:

•Implementing new, relevant IT systems;

•Implementing improved IT change management policies and procedures, control activities, and tools to ensure changes affecting financial IT applications are identified, authorized, tested, and implemented appropriately;

•Implementing improved processes for requesting, authorizing, and reviewing user access to key systems which impact our financial reporting, including identifying access to roles where manual business process controls may be required;

•Implementing appropriate segregation of duties in relevant systems that impact internal control over financial reporting;

•Increasing resources dedicated to monitoring GITCs to ensure compliance with policies and procedures; and

~~Table of contents~~

•Implementing additional training to ensure a clear understanding of risk assessment and monitoring activities related to automated processes and IT systems and GITCs.

Financial Reporting

We continue to make progress on our automated and manual business process controls, including reports generated from these IT systems, that are dependent upon the completeness and accuracy of information from the affected GITC material weakness. These elements are providing value as we are leveraging them in the design of our future state processes and controls within Oracle, which is expected to go-live in 2021. Our remediation plan includes, but is not limited to:

•Frequent communications between our Audit Committee and management regarding our financial reporting and internal control environment;

•Expanded Business Unit Finance, Accounting and Reporting and Information Technology teams through the addition of experienced and qualified resources;

•We will improve the process and controls in the determination of the appropriate accounting and classification of our financial instruments and key agreements;

•Delivery of additional internal controls training, as well as policy and control standardization where possible;

•Re-designed internal controls processes ~~and locations~~ as part of our Sarbanes-Oxley program to drive accountability and efficiency;

•Instituted monthly review of financial statements disaggregated by key business units, and functional areas to evaluate results, observe adherence to policies and agree on necessary actions;

•Engaged outside resources to assist with the design and implementation of a risk-based internal controls plan, enhance process documentation, provide company-wide training, and help with management's self-assessment and testing of internal controls.

When fully implemented and operational, we believe the controls we have designed or plan to design will remediate the control deficiencies that have led to the material weaknesses we have identified and strengthen our internal controls over financial reporting.

The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Table of contents

Changes in Internal Control over Financial Reporting

We have undertaken strategic remediation actions, as discussed above, to address the material weaknesses in our internal controls over financial reporting. These remediation actions continued throughout the quarter ended March 31, ~~2020~~2021 but have not materially affected our internal control over financial ~~reporting~~

reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In The information required by this item is set forth in Note 15 “Commitments, Contingencies and Guarantees” to

the ~~normal course of business, we are involved~~Company’s condensed consolidated financial statements included in a variety of lawsuits, claims and legal proceedings, including commercial and contract disputes, employment matters, product liability claims, environmental liabilities and intellectual property disputes.Part I Item 1 “Financial Statements”,

~~The Company~~which is a party to a number of pending legal proceedings and claims, including those involving general and product liability and other matters. As of March 31, 2020, there were no pending legal proceedings that management currently believes are material to the Company.incorporated by reference herein.

ITEM 1A. RISK FACTORS

Item 1A. Risk Factors.

~~An investment~~The Company's risk factors, as of March 31, 2021, have not materially changed from those described in ~~our securities involves risks and uncertainties. You should carefully consider the following risks as well as the other information included in~~Part 1, Item 1A of our Annual Report on Form ~~10-K and this Quarterly Report~~10-K/A for the fiscal year ended December 31, 2021 filed on Form 10-Q, including our financial statements and the related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, before investing in our securities. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our operations. Any of the following risks could materially and adversely affect our business, financial condition, results of operations or prospects. However, the selected risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition,

~~Table of contents~~

results of operations or prospects. In such a case, the trading price of our securities could decline and you may lose all or part of your investment in us. Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to Vertiv Holdings Co and its consolidated subsidiaries following the Business Combination, other than certain historical information which refers to the business of Vertiv prior to the consummation of the Business Combination.

~~Our business, results of operations, financial position, cash flows and liquidity have been and could continue to be adversely affected by the COVID-19 pandemic or other similar outbreaks.~~

The ongoing global COVID-19 global pandemic and efforts to reduce its spread have led to a significant decline of economic activity and significant disruption and volatility in global markets. To date, the COVID-19 outbreak and response by governments and other third parties to contain or mitigate the outbreak have caused, and are continuing to cause, business slowdowns or shutdowns in affected areas and significant disruption in global financial markets. For example, many state, local, and foreign governments have put in place quarantines, executive orders, shelter-in-place orders, and similar government orders and restrictions in order to control the spread of the disease. Such orders or restrictions, or the perception that such orders or restrictions could occur, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions, and cancellation or postponement of events, among other effects that could negatively impact productivity and disrupt our operations and those of our customers.

Although we are unable to predict the ultimate impact of the COVID-19 outbreak at this time, the pandemic has adversely affected, and could continue to adversely affect, our business, results of operations, financial position, cash flows and liquidity. Such effects may be material and may include, but are not limited to:

•~~disruptions in our supply chain due to transportation delays, travel restrictions ad closures of businesses or facilities;~~

•~~reductions in our operating effectiveness due to workforce disruptions, the need for social distancing, and the unavailability of key personnel necessary to conduct our business activities; and~~

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

In addition, we cannot predict the impact that COVID-19 will have on our customers, subcontractors, suppliers, distributors, and employees and any adverse impacts on these parties may have a material adverse impact on our business.

~~We have identified two material weaknesses in our internal control over financial reporting which, if not remediated, could result in material misstatements in our financial statements.~~

During the quarter ended March 31, 2020, we identified material weaknesses in internal control over financial reporting that pertain to (1) the ineffective design and implementation of effective controls with respect to the implementation of our ERP system consistent with our financial reporting requirements and (2) the design and maintenance of information technology general controls for information systems that are relevant to the preparation of financial statements. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim unaudited condensed consolidated financial statements will not be prevented or detected on a timely basis.

As further described in “Item 4. Controls and Procedures,” we have developed and are implementing a plan to remediate these material weaknesses. However, we cannot assure you that this will occur within a specific timeframe. These material weaknesses will not be remediated until all necessary internal controls have been implemented, tested and determined to be operating effectively. In addition, we may need to take additional measures to address the material weaknesses or modify the planned remediation steps, and we cannot be certain that the measures we have taken, and expect to take, to improve our internal controls will be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that the identified material weaknesses will not result in a material misstatement of our unaudited condensed consolidated financial statements. Moreover, we cannot assure you that we will not identify additional material weaknesses in our internal control over financial reporting in the future.

If we are unable to remediate the material weaknesses, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the Securities and Exchange Commission, could be adversely affected. This failure could negatively affect the market price and trading liquidity of our Class A common stock, warrants and units~~, cause investors to lose confidence in our reported financial~~

~~Table of contents~~

~~information, subject us to civil and criminal investigations and penalties and generally materially and adversely impact our business and financial condition.~~

April 30, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

A) Recent ~~sales~~Sales of Unregistered Securities

~~None~~None.

B) Use of Proceeds from our Initial Public Offering of Common Stock

None.

C) Repurchases of Shares or of Company Equity Securities

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

~~None~~Not applicable.

ITEM 5. OTHER INFORMATION

~~None~~None.

3834

Table of contents

ITEM 6. EXHIBITS

EXHIBIT INDEX - To be reviewed by Legal

Exhibit No.

Description

~~3.1~~

Second Amended and Restated Certificate of Incorporation of Vertiv Holdings Co (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).

~~3.2~~

~~Amended and Restated Bylaws of Vertiv Holdings Co (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).~~

10.1

Amendment No. 41 to Term Loan Credit Agreement, dated as of ~~January 14, 2020,~~March 10, 2021, by and among ~~Vertiv Intermediate Holding II Corporation,~~ Vertiv Group Corporation, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party thereto (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).

~~10.2~~

~~Amendment No. 4 to Revolving Credit Agreement, dated as of January14, 2020, by and among~~ Vertiv Intermediate Holding II Corporation and certain other affiliates of Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other persons party thereto (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).

~~10.3~~

Amended and Restated Registration Rights Agreement, dated February 7, 2020, by and among Vertiv Holdings Co, GS Sponsor LLC, Cote SPAC 1 LLC, James Albaugh, Roger Fradin, Steven S. Reinemund, VPE Holdings, LLC, GSAH Investors Emp LP, Atlanta Sons LLC and the other parties named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).

~~10.4~~

Stockholders Agreement, dated February 7, 2020, by and among Vertiv Holdings Co, GS Sponsor LLC, Cote SPAC 1 LLC and VPE Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).

~~10.5~~

Tax Receivable Agreement, dated February 7, 2020, by and between Vertiv Holding Co and VPE Holdings, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).

~~10.6~~

~~2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).~~

~~10.7~~

Form of Stock Option Award Agreement under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).

~~10.8~~

Form of Restricted Stock Unit Agreement for Special One-Time Long-Term Incentive (LTI) Award under the 2020 Stock Incentive Plan of Vertiv Holdings Co and its Affiliates (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).

~~10.9~~

~~Vertiv Holdings Co Executive Change of Control Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).~~

~~10.1~~

~~Vertiv Holdings Co Executive Employment Policy (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).~~

~~10.11~~

~~Form of Executive Offer Letter (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).~~

~~10.12~~

~~Form of Indemnification Agreement (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).~~

~~10.13~~

~~Term Loan Credit Agreement, dated as of March 2, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as borrower,~~guarantors, the lenders party thereto, and Citibank, N.A., as administrative agent, (incorporated by reference to Exhibit 10.1 to the ~~Company’s~~Company's Current Report on Form 8-K, filed with the SEC on March ~~3, 2020).~~10, 2021)

~~10.14~~10.2

~~Amendment No. 5 to Revolving Credit~~Aircraft Time Sharing Agreement ~~dated as of March 2, 2020,~~ by and ~~among Vertiv Intermediate Holding II Corporation,~~between Vertiv Group Corporation ~~as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent,~~ and ~~the other persons party thereto(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2020)~~Rob Johnson dated February 12, 2021 (filed herewith).

~~10.15~~

Revolving Credit Agreement, dated as of November 30, 2016, as previously amended, restated, supplemented or otherwise modified from time to time prior to March 2, 2020, and as further amended by Amendment No. 5, dated March 2, 2020, by and among Vertiv Intermediate Holding II Corporation, Vertiv Group Corporation, as lead borrower, the other borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the collateral agents party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2020).

~~16.1~~

Letter of PricewaterhouseCoopers LLP, dated February 7, 2020, to the SEC regarding statements included in the Company’s Current Report on Form 8-K/A (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).

31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

~~Table of contents~~

101.INS

The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2020,~~2021, formatted in Inline XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Balance Sheets, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

101.SCH

Inline XBRL Taxonomy Extension Schema (filed herewith)

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

104

Cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2020,~~2021, formatted in Inline XBRL (and contained in Exhibit 101)

4035

Table of contents

Signatures

Pursuant to the requirements ~~of Section 13 or 15(d)~~ of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: May ~~7, 2020~~3, 2021			Vertiv Holdings Co
			[/s/ Rob ~~Johnson~~Johnson]
			Name: Rob Johnson
			Title: Chief Executive Officer

			[/s/ David ~~Fallon~~Fallon]
			Name: David Fallon
			Title: Chief Financial Officer

4136


	Three months ended March 31, 2020		Three months ended March 31, 2019
Net sales:
Net sales - products	$	647.2	$	813.3
Net sales - services	250.1		241.5
Net sales	897.3		1,054.8
Costs and expenses:
Cost of sales - products	463.2		566.2
Cost of sales - services	147.1		141.4
Cost of sales	610.3		707.6
Selling, general and administrative expenses	264.8		286.4
Loss on extinguishment of debt	174.0		—
Other deductions, net	34.4		38.8
Interest expense, net	68.9		77.8
Loss before income taxes	(255.1)		(55.8)
Income tax expense	13.8		18.5
Net loss	$	(268.9)	$	(74.3)

Earnings (loss) per share:
Basic and diluted	$	(1.12)	$	(0.63)
Weighted-average shares outstanding:
Basic and diluted	240,656,864		118,261,955


	December 31, 2018		Expense		Paid/Utilized		March 31, 2019
Severance and benefits	$	24.6	$	0.1	$	(4.2)	$	20.5
Lease and contract terminations	—		—		—		—
Vacant facility and other shutdown costs	1.2		0.6		(0.6)		1.2
Start-up and moving costs	—		0.1		(0.1)		—
Total	$	25.8	$	0.8	$	(4.9)	$	21.7


	Term Loan		ABL		Total
Remainder of 2020	$	16.5	$	—	$	16.5
2021	22.0		—		22.0
2022	22.0		—		22.0
2023	22.0		—		22.0
2024	22.0		—		22.0
2025	22.0		275.3		297.3
Thereafter	2,073.5		—		2,073.5
Total	$	2,200.0	$	275.3	$	2,475.3


	March 31, 2020 ⁽¹⁾						December 31, 2019
	Fair Value		Par Value ⁽²⁾		Fair Value		Par Value ⁽²⁾
Term Loan due 2027	$	1,969.0	$	2,200.0	$	—	$	—
ABL Revolving Credit Facility due 2025	275.3		275.3		145.2		145.2
Term Loan due 2023	—		—		2,064.8		2,070.0
9.250% Notes due 2024	—		—		805.3		750.0
12.00%/13.00% Senior PIK Toggle Notes due 2022	—		—		517.5		500.0
10.00% Notes due 2024	—		—		127.5		120.0


	Three months ended March 31, 2020		Three months ended March 31, 2019
Amortization of intangibles (excluding software)	32.4		32.8
Restructuring costs (see Note 4)	(1.1)		0.8
Foreign currency loss, net	1.8		3.5

Other, net	1.3		1.7
Total	$	34.4	$	38.8


Earnings (loss) before income taxes	Three months ended March 31, 2020		Three months ended March 31, 2019
Americas	$	61.6	$	87.1
Asia Pacific	13.6		20.4
Europe, Middle East & Africa	15.9		20.6
	91.1		128.1
Corporate and other	(277.3)		(106.1)
Interest expense, net	(68.9)		(77.8)
Income (loss) before income taxes	$	(255.1)	$	(55.8)


	Options	Weighted-average exercise price per option		Weighted-average remaining contractual life in years	Aggregate intrinsic value ⁽¹⁾
Outstanding at January 1, 2020	—	$	—	—	$	—
Granted	5,359,536	12.07		9.86	—
Exercised	—	—		—	—
Forfeited and canceled	—	—		—	—
Outstanding at March 31, 2020	5,359,536	$	12.07	9.86	$	—


	Three months ended March 31, 2020		Three months ended March 31, 2019 ⁽¹⁾
Net loss attributable to common shareholders	$	(268.9)	$	(74.3)

Weighted-average number of ordinary shares outstanding - basic	240,656,864		118,261,955
Less dilutive effect of equity-based compensation and warrants	—		—
Weighted-average number of ordinary shares outstanding - diluted	240,656,864		118,261,955


Net income per share attributable to common shareholders
Basic	$	(1.12)	$	(0.63)
Diluted	(1.12)		(0.63)