Table of ~~Debt~~

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 loss that resulted from the repayment of indebtedness from the Business Combination and the 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 our $500.0 of 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”).

Change in Fair Value of Warrant Liabilities

Change in Fair Value of Warrant Liabilities represents the ~~mark- to -market~~mark-to-market fair value adjustments to the outstanding warrants issued in connection issued in connection with the ~~IPO~~initial public offering ("IPO") of GSAH. The change in fair value of the outstanding warrants during Q1the second quarter of 2021 ~~was $13.6.~~and 2020 of $71.2 and $82.2, respectively. The change in fair value of stock warrants is the result of changes in market prices deriving the value of the financial instruments.

Interest Expense

Interest expense, net, was ~~$24.1~~$20.0 in Q1the second quarter of 2021 compared to ~~$68.9~~$30.1 in Q1the second quarter of 2020. The ~~$44.8~~$10.1 decrease is primarily ~~due to~~driven by a $7.2 decrease in accretion expense associated with the ~~reduction~~Tax Receivable Agreement, a $3.9 decrease in ~~outstanding borrowings resulting from the business combination and lower~~ interest rates secured ~~through~~in the ~~debt refinancing,~~amendment to the Term Loan due 2027 during the first quarter of 2021, as described in Note 65 to the unaudited condensed consolidated financial statements, partially offset by ana $2.6 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~~$1.3 in Q1the second quarter of 2021 versus ~~$13.8~~$14.3 in Q1the second quarter of 2020. The effective rate in the ~~year-to-date period~~three months ended June 30, 2021 is primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of valuation allowances, and reflects the negative impact of ~~Global Intangible Low-Taxed Income (GILTI), which~~non-deductible changes in fair value of the warrant liabilities, as well as a discrete tax adjustment related to legislative changes enacted in the quarter. This negative impact is partially offset by ~~changes in valuation allowance in~~the benefit of certain internal reorganizations and tax elections outside the U.S. For the three months ended ~~March 31,~~June 30, 2020, income tax expense was primarily influenced by the mix of income between our U.S. and non-U.S. operations, ~~and~~net of changes in valuation ~~allowance offsetting the tax effect in the U.S.~~allowances, and ~~certain other jurisdictions as well as~~ discrete tax ~~adjustments~~benefits related to ~~remeasurement and legislative changes impacting the~~a change in our indefinite reinvestment liability caused by legislative changes and ~~changes~~movement in ~~the liability for uncertain tax positions.~~

foreign currencies.

The Q1second quarter of 2021 tax expense is $13.0 lower than Q1the second quarter of 2020 primarily ~~due~~related to the change in the mix of income ~~non-U.S.~~and net discrete benefits from certain internal reorganization activities, tax ~~incentives~~elections outside the U.S. and ~~changes in valuation allowances in~~available tax elections outside the U.S.

The effective tax rate in Q1 2020 reflected the 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 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,~~June 30, 2021. Segment profitability is defined as operating profit (loss). Segment margin represents segment 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 1312 — Segment Information, of the Company's condensed consolidated financial statements. Segment net sales are presented excluding intercompany sales.

Americas


(Dollars in millions)	Three Months Ended June 30, 2021			Three Months Ended June 30, 2020			$ Change		% Change
Net sales	$	564.9		$	484.7		$	80.2	16.5	%
Operating profit (loss)	128.6			130.0			(1.4)		(1.1)	%
Margin	22.8		%	26.8		%

Americas net sales of $564.9 in the second quarter of 2021 increased $80.2, or 16.5% from the second quarter of 2020. By product offering, net sales improved in all offering categories. Critical infrastructure & solutions increased by $54.2 primarily due to strong growth in Thermal, AC Power, and Custom Solutions offerings. Service and spares increased by $18.5 primarily due to customer site availability. Integrated rack solutions increased by $7.5 primarily due to strong UPS growth. Additionally, Americas net sales were positively impacted by foreign currency of approximately $6.3.

Operating profit (loss) in the second quarter of 2021 was $128.6, a decrease of $1.4 compared with the second quarter of 2020. Margin decreased primarily due to increased commodity and logistic costs and supply chain constraints.

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~~Americas~~

(Dollars in millions) Three months ended March 31, 2021 Three months ended March 31, 2020 $ Change % Change
Net sales $ 501.5 $ 466.7 $ 34.8 7.5 %
Operating profit (loss) 126.4 91.5 34.9 38.1 %
Margin 25.2 % 19.6 %

Americas net sales of $501.5 in Q1 2021 increased $34.8, or 7.5 percent from Q1 2020. Sales growth was primarily driven by hyperscale demand 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 $39.4 and $2.8, respectively, partially offset by a decrease in service and spares by $7.4. Americas net sales were negatively impacted by foreign currency by approximately $2.2.

Operating profit (loss) in Q1 2021 was $126.4, an increase of $34.9 compared with Q1 2020. Margin improved primarily due to contribution margin improvements (volume leverage), and fixed cost management.

Asia Pacific

(Dollars in millions) Three months ended March 31, 2021 Three months ended March 31, 2020 $ Change % Change
Net sales $ 357.4 $ 223.9 $ 133.5 59.6 %
Operating profit (loss) 53.1 20.9 32.2 154.1 %
Margin 14.9 % 9.3 %


(Dollars in millions)	Three Months Ended June 30, 2021			Three Months Ended June 30, 2020			$ Change		% Change
Net sales	$	398.0		$	322.8		$	75.2	23.3	%
Operating profit (loss)	62.8			56.1			6.7		11.9	%
Margin	15.8		%	17.4		%

Asia Pacific net sales were ~~$357.4~~$398.0 in Q1the second quarter of 2021, an increase of ~~$133.5,~~$75.2, or ~~59.6 percent~~23.3% from Q1the second quarter of 2020. Sales increases ~~in this segment~~ were ~~driven by COVID 19 recovery in China and India. Additionally, this segment experienced~~primarily due to strong growth in large ~~project lines~~projects such as data centers, 5G projects, and wind power. Additionally, sales improved in part due to a recovery from COVID-19 in telecom, channel and services. By product offering, net sales ~~increased~~improved in all offering categories, including ~~gains~~increases in critical infrastructure & solutions, integrated rack solutions and service & spares ~~of $100.0, $17.3~~by $43.0, $12.0 and ~~$16.2,~~$20.2, respectively. Additionally, Asia Pacific net sales were positively impacted by foreign currency of approximately ~~$13.6.~~

$26.2.

Operating profit (loss) in Q1the second quarter of 2021 was ~~$53.1,~~$62.8, an increase of ~~$32.2~~$6.7 compared with Q1the second quarter of 2020. Margin ~~improvements were driven~~decreased primarily due to 2020 COVID-19 cost actions, including one-time government subsidies, not repeating, partially offset by ~~leverage of~~ fixed ~~costs from high volume.~~

cost volume leveraging on higher sales.

Europe, Middle East & Africa

(Dollars in millions) Three months ended March 31, 2021 Three months ended March 31, 2020 $ Change % Change
Net sales $ 239.5 $ 206.7 $ 32.8 15.9 %
Operating profit (loss) 33.4 20.8 12.6 60.6 %
Margin 13.9 % 10.1 %


(Dollars in millions)	Three Months Ended June 30, 2021			Three Months Ended June 30, 2020			$ Change		% Change
Net sales	$	297.4		$	198.2		$	99.2	50.1	%
Operating profit (loss)	62.4			27.5			34.9		126.9	%
Margin	21.0		%	13.9		%

EMEA net sales were ~~$239.5~~$297.4 in Q1the second quarter of 2021, an increase of ~~$32.8,~~$99.2, or ~~15.9 percent~~50.1% from Q1the second quarter of 2020. Sales ~~increases were~~increased primarily due to deployment of large ~~Colocation~~colocation data centers ~~in Europe.~~and recovery from COVID-19. By product offering, ~~category,~~net sales improved in all product offering categories including increases in critical infrastructure & solutions, ~~and~~ service & spares, ~~increased by $27.0~~ and ~~$6.7, respectively, offset by a decline in~~ integrated rack solutions ~~of $0.9.~~by $82.3, $12.6, and $4.3, respectively. Additionally, ~~Europe, Middle East & Africa~~EMEA net sales were positively impacted by foreign currency of approximately ~~$14.5.~~

$17.0.

Operating profit (loss) in Q1the second quarter of 2021 was~~$33.4,~~ $62.4, an increase of ~~$12.6~~$34.9 compared with Q1the second quarter of 2020. Margin improved primarily due to fixed cost ~~savings and contribution margin improvements (volume leverage, operation~~volume leveraging on higher sales, improved operational productivity and ~~pricing).~~new product introductions, partially offset by

increased commodity, logistic costs and supply chain constraints.

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, IT, Legal, and global product platform development and offering management. Corporate and other costs were ~~$108.2~~$115.6 and ~~$111.2~~$108.0 in Q1the second quarter of 2021 and Q1 2020, respectively. Corporate and other costs increased $7.6 compared with the second quarter of 2020 primarily due to a $23.0 increase in costs related to research and development and growth initiatives, partially offset by a 2020 write-off of capitalized software of $12.3 that did not repeat in 2021.

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Comparison of the Six Months Ended June 30, 2021 and Six Months Ended June 30, 2020


(Dollars in millions)	Six months ended June 30, 2021		Six months ended June 30, 2020		$ Change		% Change
Net sales	$	2,358.7	$	1,903.0	$	455.7	23.9	%
Cost of sales	1,591.4		1,269.6		321.8		25.3	%
Gross profit	767.3		633.4		133.9		21.1	%
Selling, general and administrative expenses	521.8		491.1		30.7		(6.3)	%
Amortization of intangibles	63.7		64.6		(0.9)		1.4	%
Restructuring costs	3.1		1.3		1.8		(138.5)	%
Foreign currency (gain) loss, net	(2.8)		4.6		(7.4)		160.9	%
Asset impairments	—		12.3		(12.3)		100.0	%
Other operating expense (income)	(0.5)		1.1		(1.6)		145.5	%
Operating profit (loss)	182.0		58.4		123.6		(211.6)	%
Interest expense, net	44.1		99.0		(54.9)		55.5	%
Loss on extinguishment of debt	0.4		174.0		(173.6)		99.8	%
Change in fair value of warrant liabilities	84.8		21.6		63.2		(292.6)	%
Income tax expense (benefit)	11.3		28.1		(16.8)		59.8	%
Net income (loss)	$	41.4	$	(264.3)	$	305.7	115.7	%

Net Sales

Net sales were $2,358.7 in the first half of 2021, an increase of $455.7, or 23.9%, compared with $1,903.0 in the first half of 2020. The increase in sales was primarily driven by demand gains across each of the Company's product and service offerings, positive impacts from foreign currency of $75.4 and recovery from the COVID-19 pandemic. By product offering, critical infrastructure & solutions sales increased $348.0, which included positive impacts from foreign currency of $44.2. Services & spares sales increased $67.4, which included positive impacts from foreign currency of $21.2. Integrated rack solutions sales increased $40.3, which included the positive impacts from foreign currency of $10.0.

Excluding intercompany sales, net sales were $1,066.4 in the Americas, $755.4 in Asia Pacific and $536.9 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 $1,591.4 in the first half of 2021, an increase of $321.8, or 25.3% compared to the first half of 2020. The increase in cost of sales was primarily due to the flow-through impact of higher net sales volume and increases due to increased commodity and logistic costs, particularly in the second quarter of 2021. Gross profit was $767.3 in the first half of 2021, or 32.5% of sales, compared to $633.4, or 33.3% of sales, in the first half of 2020.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (SG&A) were $521.8 in the first half of 2021, an increase of $30.7 compared to the first half of 2020. SG&A as a percentage of sales was 22.1% for the six months ended June 30, 2021 compared with 25.8% in the six months ended June 30, 2020. The increase in SG&A was primarily driven by prior year fixed cost reduction actions in the response to the COVID-19 pandemic, including discretionary spending cuts, that resulted in approximately $30.0 of one-time cost savings during the second quarter of 2020 that were not replicated in 2021. These cost saving were offset by one-time transaction related bonuses in 2020.

Other Operating Expenses

Other operating expenses include amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). Other expenses were $63.5 for the first half of 2021, which was a $20.4 decrease from the first half of 2020. The decrease was primarily due to a write-offs of capitalized software of $12.3 in 2020, and a change in foreign currency (gain) loss of $7.4, partially offset by increased restructuring costs of $1.8.

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Loss on Extinguishment of Debt

Loss on extinguishment of debt was $0.4 in the first half of 2021 and related to lender fees associated with the Term Loan Amendment. This was a $173.6 decrease from the first half of 2020 loss that resulted from the repayment of indebtedness from the business combination and the subsequent refinancing transactions.

Change in Fair Value of Warrant Liabilities

Change in Fair Value of Warrant Liabilities represents the mark-to-market fair value adjustments to the outstanding warrants issued in connection with the IPO of GSAH. The change in fair value of the outstanding warrants liability during the first half of 2021 and 2020 was an increase of $84.8 and $21.6, respectively. The change in fair value of stock warrants is the result of changes in market prices deriving the value of the financial instruments.

Interest Expense

Interest expense, net, was $44.1 in the first half of 2021 compared to $99.0 in the first half of 2020. The $54.9 decrease is primarily due to a $25.4 reduction in interest expense resulting from the repayment of indebtedness in the first half of 2020, a $18.2 decrease related to lower interest rates secured through the debt refinancing, as described in Note 5 to the unaudited condensed consolidated financial statements, a $14.6 decrease in accretion expense associated with the Tax Receivable Agreement, partially offset by a $5.3 increase due to net settlement payments on the Company's interest rate swaps.

Income Taxes

Income tax expense was $11.3 in the first half of 2021 versus $28.1 in the first half of 2020. The effective rate in the first half of 2021 is primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances, and reflects the negative impact of non-deductible changes in fair value of the warrant liabilities, as well as a discrete tax adjustment related to legislative changes enacted in the quarter. This negative impact is partially offset by the benefit of certain internal reorganizations and tax elections outside the U.S. In the first half of 2020, income tax expense was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances, and discrete tax benefits related to a change in our indefinite reinvestment liability caused by legislative changes and movement in foreign currencies.

The tax expense in the first half of 2021 is $16.8 lower than the first half of 2020 primarily due to the change in mix of income, non-U.S. tax elections and changes in valuation allowances in the U.S.

Business Segments

The following is detail of business segment results for the six months ended June 30, 2021. Segment profitability is defined as operating profit (loss). Segment margin represents segment 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 12 — Segment Information, of the Company's condensed consolidated financial statements. Segment net sales are presented excluding intercompany sales.

Americas


(Dollars in millions)	Six Months Ended June 30, 2021			Six Months Ended June 30, 2020			$ Change		% Change
Net sales	$	1,066.4		$	951.4		$	115.0	12.1	%
Operating profit (loss)	255.0			221.5			33.5		15.1	%
Margin	23.9		%	23.3		%

Americas net sales of $1,066.4 in the first half of 2021 increased $115.0, or 12.1% from the first half of 2020. By product offering, net sales improved in all offering categories. Critical infrastructure & solutions increased by $93.6 primarily due to strong growth in Thermal, AC Power and Custom Solutions offerings. Service and spares increased by $11.0 primarily due to customer site availability. Integrated rack solutions increased by $10.4 primarily due to strong growth in Rack UPS. Americas net sales were positively impacted by foreign currency of approximately $4.2.

Operating profit (loss) in the first half of 2021 was $255.0, an increase of $33.5 compared with the first half of 2020. Margin improved primarily due to fixed cost volume leveraging on higher sales and fixed cost management, partially offset by increased commodity, logistic costs, and supply chain constraints.

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Asia Pacific


(Dollars in millions)	Six Months Ended June 30, 2021			Six Months Ended June 30, 2020			$ Change		% Change
Net sales	$	755.4		$	546.7		$	208.7	38.2	%
Operating profit (loss)	115.9			77.0			38.9		50.5	%
Margin	15.3		%	14.1		%

Asia Pacific net sales were $755.4 in the first half of 2021, an increase of $208.7, or 38.2% from the first half of 2020. Sales increases were primarily due to strong growth in large projects such as data centers, 5G projects, and wind power. Additionally sales improved in part due to a recovery from COVID-19 in telecom, channel and services. By product offering, net sales improved in all offering categories, including increases in critical infrastructure & solutions, integrated rack solutions and service & spares of $145.0, $26.8 and $36.9, respectively. Additionally, Asia Pacific net sales were positively impacted by foreign currency of approximately $39.8.

Operating profit (loss) in the first half of 2021 was $115.9, an increase of $38.9 compared with the first half of 2020. Margin improvements were driven by fixed cost volume leveraging on higher sales, partially offset by the absence of related government subsidies experienced in 2020 and increased commodity, logistic costs, and supply chain constraints.

Europe, Middle East & Africa


(Dollars in millions)	Six Months Ended June 30, 2021			Six Months Ended June 30, 2020			$ Change		% Change
Net sales	$	536.9		$	404.9		$	132.0	32.6	%
Operating profit (loss)	95.8			48.3			47.5		98.3	%
Margin	17.8		%	11.9		%

EMEA net sales were $536.9 in the first half of 2021, an increase of $132.0, or 32.6% from the first half of 2020. Sales increases were primarily due to deployment of large colocation data centers and recovery from COVID-19. By offering, net sales improved in all offering categories, including increases in critical infrastructure & solutions, service & spares, and integrated rack solutions of $109.4, $19.5, and $3.1 respectively. Additionally, Europe, Middle East & Africa net sales were positively impacted by foreign currency of approximately $31.4.

Operating profit (loss) in the first half of 2021 was $95.8, an increase of $47.5 compared with the first half of 2020. Margin improved primarily due to fixed cost volume leveraging on higher sales, improved operational productivity and new product introductions, partially offset by increased commodity, logistic costs and supply constraints.

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, IT, Legal, and global product platform development and offering management. Corporate and other costs were $223.8 and $219.2 in the first half of 2021 and 2020, respectively. Corporate and other costs increased $4.6 compared with the first half of 2020 primarily due to a $25.0 increase in costs related to research and development and growth initiatives, partially offset by a 2020 write-off of capitalized software of $12.3 that did not repeat in 2021.

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Capital Resources and Liquidity

Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments and debt service. InAs previously disclosed in the Company's 2020 Annual Report, in connection with the consummation of the ~~Business Combination~~business combination which resulted in the IPO of Vertiv Holdings Co. 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.~~Prior 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, 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,~~June 30, 2021, we had ~~$677.2~~$708.8 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,~~June 30, 2021, Vertiv Group and certain other subsidiaries of the Company had ~~$433.9~~$434.9 of availability under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of ~~$21.1,~~$20.1, 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 65 — 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

~~Three months ended March 31,~~Six Months Ended June 30, 2021 and 2020

(Dollars in millions) 2021 2020 $ Change % Change
Net cash provided by (used for) operating activities $ 60.7 $ (194.7) $ 255.4 (131.2) %
Net cash used for investing activities (17.9) (8.5) (9.4) 110.6
Net cash provided by financing activities 102.9 279.3 (176.4) (63.2)
Capital expenditures (16.8) (6.7) (10.1) 150.7
Investments in capitalized software (1.1) (1.8) 0.7 (38.9)


(Dollars in millions)	2021		2020		$ Change		% Change
Net cash provided by (used for) operating activities	$	120.0	$	(121.7)	$	241.7	(198.6)	%
Net cash used for investing activities	(35.8)		(19.4)		(16.4)		84.5
Net cash provided by financing activities	91.7		293.5		(201.8)		(68.8)
Capital expenditures	(30.4)		(13.2)		(17.2)		130.3
Investments in capitalized software	(5.4)		(6.2)		0.8		(12.9)

Net Cash provided by (used for) Operating Activities

Net cash provided by operating activities was ~~$60.7~~$120.0 in Q1the first half of 2021, a ~~$255.4~~$241.7 increase in cash generation compared to Q1the first half of 2020. The increase in cash generation was primarily driven by higher sales and operating profit, lower cash paid for interest expense as a result of debt pay down and refinancing, improved trade working capital, and reduced one-time costs associated with the ~~SPAC~~special purpose acquisition company ("SPAC") transactions in Q1the first half of 2020.

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Net Cash used for Investing Activities.

Net cash used for investing activities was ~~$17.9~~$35.8 in Q1the first half of 2021 compared to net cash used for investing activities of ~~$8.5~~$19.4 in Q1the first half of 2020. The increased use of cash over the comparable period was primarily the result of increased capital expenditures.

Net Cash provided by Financing Activities

Net cash provided by financing activities was ~~$102.9~~$91.7 in Q1the first half of 2021 compared to ~~$279.3~~$293.5 in Q1the first half of 2020. The decrease in cash generation was primarily the result of ~~Q1 2020 having~~ many non-recurring financing activities ~~such as~~the first quarter of 2020, including the proceeds from the ~~Business Combination~~business combination (as mentioned above) of ~~$1.827.0~~$1,827.0 partially offset by payments to the Vertiv Stockholder of $341.6 and repayments of Prior Notes of ~~$1,370.~~$1,370.0. Additionally, there were net borrowings on the ABL Revolving Credit Facility and Term Loan of ~~$131.1~~$125.1 and ~~$119.0, respectively.~~$113.5, respectively, in the first half of 2020. In Q1the first half of 2021, the financial activity was driven by proceeds from the exercise of public 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 2020 financial statements, as restated as part of our Form 10-K/A filed on 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 of Form 10-K/A.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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 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 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 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 Vertiv’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. 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 KK/A for the year ended December 31, 2020 .filed with the SEC on April 30, 2021. These risk factors and those identified elsewhere in this Quarterly Report on Form 10-Q, among others, could cause actual results to 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 anticipate technology changes; the unpredictability of Vertiv’s future operational results, including the ability to 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 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 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 United States and abroad; costs or 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 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~~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 provisions that may discourage unsolicited takeover proposals; Vertiv's Certificate of Incorporation includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it ; the ability of Vertiv's subsidiaries to pay

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dividends; volatility in Vertiv's stock price due to various market and operational factors; Vertiv's ability to maintain its

~~Table of contents~~

listing on the NYSE and comply with listing requirements; risks associated with the failure of industry analysts to provide coverage of Vertiv's business or securities; and other risks and uncertainties indicated in Vertiv’s SEC reports or documents filed or to be filed with the SEC by Vertiv.

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 or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be filed with the SEC by Vertiv 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 may be qualified in 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 1110 to the Unaudited Consolidated Financial Statements for additional information about hedges and derivative financial instruments.

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,~~June 30, 2021 (the end of the period covered by this Quarterly Report on Form 10-Q). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~March 31,~~June 30, 2021, because of material weaknesses in internal control over financial reporting described below.

Management of the 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 assessed the effectiveness of the Company’s internal control over financial reporting as of ~~March 31,~~June 30, 2021 based on criteria established in the Internal Control-Integrated Framework in 2013 issued by the Committee of Sponsoring Organizations of the 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.

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Notwithstanding the identified material weaknesses, management has concluded that the consolidated financial statements included 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 periods disclosed in 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)

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

•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 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.

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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.

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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,~~June 30, 2021 but have not materially affected our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information required by this item is set forth in Note 1514 “Commitments, Contingencies and Guarantees” to

the Company’s condensed consolidated financial statements included in Part I Item 1 “Financial Statements”,

which is incorporated by reference herein.

ITEM 1A. RISK FACTORS

Item 1A. Risk Factors.

The Company's risk factors, as of ~~March 31,~~June 30, 2021, have not materially changed from those described in Part 1, Item 1A of our Annual Report on Form 10-K/A for the fiscal year ended December 31, ~~2021~~2020 filed on April 30, 2021.

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

A) Recent Sales of Unregistered Securities

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

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

EXHIBIT INDEX ~~- To be reviewed by Legal~~

Exhibit No.

Description

3.1

Second Amended and Restated Articles of Incorporation, as amended (filed herewith)

10.1

Amendment No. 1 to Term Loan Credit Agreement, dated as of March 10, 2021, by and among Vertiv Group Corporation, as borrower, Vertiv Intermediate Holding Corporation and certain other affiliates of Vertiv Group Corporation, as guarantors, the lenders party thereto, and Citibank, N.A., as administrative agent, (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on March 10, 2021)

~~10.2~~

~~Aircraft Time Sharing~~Employment Agreement by and between Vertiv ~~Group Corporation~~Holdings Co and ~~Rob Johnson dated February 12, 2021 (filed herewith).~~Stephen Hen I Liang

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~~(furnished 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~~(furnished herewith)

101.INS

The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~June 30, 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,~~June 30, 2021, formatted in Inline XBRL (and contained in Exhibit 101)

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Signatures

Pursuant to the requirements 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 3,~~August 2, 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

3634


		Three months ended March 31, 2021		Three months ended March 31, 2020 (as restated)			Three months ended June 30, 2021		Three months ended June 30, 2020		Six months ended June 30, 2021		Six months ended June 30, 2020
Net sales	Net sales					Net sales
Net sales - products	Net sales - products	$	844.0	$	647.2	Net sales - products	$	976.5	$	750.2	$	1,820.5	$	1,397.4
Net sales - services	Net sales - services	254.4		250.1		Net sales - services	283.8		255.5		538.2		505.6
Net sales	Net sales	1,098.4		897.3		Net sales	1,260.3		1,005.7		2,358.7		1,903.0
Costs and expenses	Costs and expenses					Costs and expenses
Cost of sales - products	Cost of sales - products	593.4		463.2		Cost of sales - products	686.2		515.3		1,279.6		978.5
Cost of sales - services	Cost of sales - services	147.0		147.1		Cost of sales - services	164.8		144.0		311.8		291.1
Cost of sales	Cost of sales	740.4		610.3		Cost of sales	851.0		659.3		1,591.4		1,269.6
Operating expenses	Operating expenses					Operating expenses
Selling, general and administrative expenses	Selling, general and administrative expenses	250.1		264.8		Selling, general and administrative expenses	271.7		226.3		521.8		491.1
Amortization of intangibles	Amortization of intangibles	31.8		32.4		Amortization of intangibles	31.9		32.2		63.7		64.6
Restructuring costs	Restructuring costs	2.0		(1.1)		Restructuring costs	1.1		2.4		3.1		1.3
Foreign currency (gain) loss, net	Foreign currency (gain) loss, net	(6.9)		1.8		Foreign currency (gain) loss, net	4.1		2.8		(2.8)		4.6

Asset impairments						Asset impairments	0		12.3		0		12.3
Other operating expense (income)	Other operating expense (income)	1.2		1.3		Other operating expense (income)	(1.7)		(0.2)		(0.5)		1.1
Operating profit (loss)	Operating profit (loss)	79.8		(12.2)		Operating profit (loss)	102.2		70.6		182.0		58.4
Interest expense, net	Interest expense, net	24.1		68.9		Interest expense, net	20.0		30.1		44.1		99.0
Loss on extinguishment of debt	Loss on extinguishment of debt	0.4		174.0		Loss on extinguishment of debt	0		0		0.4		174.0
Change in fair value of warrant liabilities	Change in fair value of warrant liabilities	13.6		(60.6)		Change in fair value of warrant liabilities	71.2		82.2		84.8		21.6
Income (loss) before income taxes	Income (loss) before income taxes	41.7		(194.5)		Income (loss) before income taxes	11.0		(41.7)		52.7		(236.2)
Income tax expense	Income tax expense	10.0		13.8		Income tax expense	1.3		14.3		11.3		28.1
Net income (loss)	Net income (loss)	$	31.7	$	(208.3)	Net income (loss)	$	9.7	$	(56.0)	$	41.4	$	(264.3)

Earnings (loss) per share:	Earnings (loss) per share:					Earnings (loss) per share:
Basic	Basic	$	0.09	$	(0.87)	Basic	$	0.03	$	(0.17)	$	0.12	$	(0.93)
Diluted	Diluted	$	0.09	$	(0.87)	Diluted	$	0.03	$	(0.17)	$	0.12	$	(0.93)
Weighted-average shares outstanding:	Weighted-average shares outstanding:					Weighted-average shares outstanding:
Basic	Basic	349,603,701		240,656,864		Basic	352,199,184		328,411,705		350,908,612		284,534,285
Diluted	Diluted	353,448,585		240,656,864		Diluted	356,652,811		328,411,705		354,883,869		284,534,285


		Three months ended March 31, 2021		Three months ended March 31, 2020 (as restated)			Three months ended June 30, 2021		Three months ended June 30, 2020		Six months ended June 30, 2021		Six months ended June 30, 2020
Net income (loss)	Net income (loss)	$	31.7	$	(208.3)	Net income (loss)	$	9.7	$	(56.0)	$	41.4	$	(264.3)
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:					Other comprehensive income (loss), net of tax:
Foreign currency translation	Foreign currency translation	(36.1)		(54.3)		Foreign currency translation	20.2		11.9		(15.9)		(42.4)
Interest rate swaps	Interest rate swaps	33.9		(24.0)		Interest rate swaps	(8.6)		(11.5)		25.3		(35.5)
Tax receivable agreement	Tax receivable agreement	4.1		25.9		Tax receivable agreement	(9.4)		(9.7)		(5.3)		16.2
Pension	Pension	(0.8)		(0.2)		Pension	0.2		0		(0.6)		(0.2)
Other comprehensive income (loss), net of tax						Other comprehensive income (loss), net of tax	2.4		(9.3)		3.5		(61.9)
Comprehensive income (loss)	Comprehensive income (loss)	$	32.8	$	(260.9)	Comprehensive income (loss)	$	12.1	$	(65.3)	$	44.9	$	(326.2)


		March 31, 2021		December 31, 2020 (as restated)			June 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	677.2	$	534.6	Cash and cash equivalents	$	708.8	$	534.6
Accounts receivable, less allowances of $21.7 and $22.3, respectively		1,294.5		1,354.4
Accounts receivable, less allowances of $21.9 and $22.3, respectively						Accounts receivable, less allowances of $21.9 and $22.3, respectively	1,374.0		1,354.4
Inventories	Inventories	511.1		446.6		Inventories	551.4		446.6
Other current assets	Other current assets	183.4		183.2		Other current assets	215.2		183.2
Total current assets	Total current assets	2,666.2		2,518.8		Total current assets	2,849.4		2,518.8
Property, plant and equipment, net	Property, plant and equipment, net	413.0		427.6		Property, plant and equipment, net	409.2		427.6
Other assets:	Other assets:					Other assets:
Goodwill	Goodwill	599.8		607.2		Goodwill	603.1		607.2
Other intangible assets, net	Other intangible assets, net	1,262.7		1,302.5		Other intangible assets, net	1,235.1		1,302.5
Deferred income taxes	Deferred income taxes	18.1		20.9		Deferred income taxes	16.5		20.9
Other	Other	201.6		196.8		Other	218.7		196.8
Total other assets	Total other assets	2,082.2		2,127.4		Total other assets	2,073.4		2,127.4
Total assets	Total assets	$	5,161.4	$	5,073.8	Total assets	$	5,332.0	$	5,073.8
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of long-term debt and short-term borrowings		$	22.0	$	22.0
Current portion of long-term debt						Current portion of long-term debt	$	21.8	$	22.0
Current portion of warrant liabilities	Current portion of warrant liabilities	0		68.5		Current portion of warrant liabilities	0		68.5
Accounts payable	Accounts payable	737.8		730.5		Accounts payable	766.4		730.5
Accrued expenses and other liabilities	Accrued expenses and other liabilities	869.2		901.8		Accrued expenses and other liabilities	897.2		901.8
Income taxes	Income taxes	16.4		18.8		Income taxes	25.4		18.8
Total current liabilities	Total current liabilities	1,645.4		1,741.6		Total current liabilities	1,710.8		1,741.6
Long-term debt, net	Long-term debt, net	2,126.9		2,130.5		Long-term debt, net	2,122.8		2,130.5
Deferred income taxes	Deferred income taxes	104.0		116.5		Deferred income taxes	89.9		116.5
Warrant liabilities	Warrant liabilities	101.3		87.7		Warrant liabilities	172.5		87.7
Other long-term liabilities	Other long-term liabilities	455.1		485.4		Other long-term liabilities	492.3		485.4
Total liabilities	Total liabilities	4,432.7		4,561.7		Total liabilities	4,588.3		4,561.7
Equity	Equity					Equity
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, NaN issued and outstanding	Preferred stock, $0.0001 par value, 5,000,000 shares authorized, NaN issued and outstanding	0		0		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
Common stock, $0.0001 par value, 700,000,000 shares authorized, 352,331,540 and 342,024,612 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively						Common stock, $0.0001 par value, 700,000,000 shares authorized, 352,331,540 and 342,024,612 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	0		0
Additional paid-in capital	Additional paid-in capital	1,975.6		1,791.8		Additional paid-in capital	1,978.5		1,791.8
Accumulated deficit	Accumulated deficit	(1,299.5)		(1,331.2)		Accumulated deficit	(1,289.8)		(1,331.2)
Accumulated other comprehensive (loss) income	Accumulated other comprehensive (loss) income	52.6		51.5		Accumulated other comprehensive (loss) income	55.0		51.5
Total equity	Total equity	728.7		512.1		Total equity	743.7		512.1
Total liabilities and equity	Total liabilities and equity	$	5,161.4	$	5,073.8	Total liabilities and equity	$	5,332.0	$	5,073.8


	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)


	Six months ended June 30, 2021		Six months ended June 30, 2020
Cash flows from operating activities:
Net income (loss)	$	41.4	$	(264.3)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation	35.2		28.5
Amortization	70.5		72.0
Deferred income taxes	(22.3)		(5.9)
Amortization of debt discount and issuance costs	3.3		7.6
Loss on extinguishment of debt	0.4		174.0

Change in fair value of warrant liabilities	84.8		21.6
Capitalized software write-off	0		12.3
Changes in operating working capital	(126.1)		(168.6)
Stock based compensation	11.8		3.2
Changes in tax receivable agreement	1.6		16.2
Other	19.4		(18.3)
Net cash provided by (used for) operating activities	120.0		(121.7)
Cash flows from investing activities:
Capital expenditures	(30.4)		(13.2)
Investments in capitalized software	(5.4)		(6.2)

Net cash used for investing activities	(35.8)		(19.4)
Cash flows from financing activities:
Borrowings from ABL revolving credit facility	0		324.2
Repayments of ABL revolving credit facility	0		(199.1)
Proceeds from short-term borrowings	0		20.2



Borrowing on Term Loan, net of discount	—		2,189.0
Repayment on Term Loan	(10.9)		(5.5)
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		1,832.5
Payment to Vertiv Stockholder	0		(341.6)
Proceeds from the exercise of warrants	107.5		0
Exercise of employee stock options	2.1		0
Employee taxes paid from shares withheld	(7.0)		0
Net cash provided by financing activities	91.7		293.5
Effect of exchange rate changes on cash and cash equivalents	(1.7)		(6.2)
Increase (decrease) in cash, cash equivalents and restricted cash	174.2		146.2
Beginning cash, cash equivalents and restricted cash	542.6		233.7
Ending cash, cash equivalents and restricted cash	$	716.8	$	379.9
Changes in operating working capital
Accounts receivable	$	(28.4)	$	27.2
Inventories	(107.3)		(66.9)
Other current assets	(8.1)		(1.2)
Accounts payable	50.9		(21.1)
Accrued expenses and other liabilities	(16.0)		(116.0)
Income taxes	(17.2)		9.4
Total changes in operating working capital	$	(126.1)	$	(168.6)


		Share Capital												Share Capital
		Shares	Amount		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total			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	$	0	$	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	0		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 income (loss)	Net income (loss)	—	—				(208.3)		—		(208.3)		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 (2)	Merger recapitalization (2)	86,249,750	—		179.5		—		—		179.5		Merger recapitalization (2)	86,249,750	—		179.5		—		—		179.5
Stock-based compensation	Stock-based compensation	—	—		0.7		—		—		0.7		Stock-based compensation	—	—		0.7		—		—		0.7
Other comprehensive loss, net of tax		—	—		—		—		(52.6)		(52.6)
Balance at March 31, 2020, as restated		328,411,705	$	0	$	1,519.6	$	(1,208.9)	$	(34.5)	$	276.2
Other comprehensive income (loss), net of tax													Other comprehensive income (loss), net of tax	—	—		—		—		(52.6)		(52.6)
Balance at March 31, 2020													Balance at March 31, 2020	328,411,705	$	0	$	1,519.6	$	(1,208.9)	$	(34.5)	$	276.2
Net income (loss)													Net income (loss)	—	—		—		(56.0)		—		(56.0)
Stock-based compensation													Stock-based compensation	—	—		2.5		—		—		2.5
Other merger adjustment													Other merger adjustment	—	—		(0.4)		—		—		(0.4)
Other comprehensive income (loss), net of tax													Other comprehensive income (loss), net of tax	—	—		—		—		(9.3)		(9.3)
Balance at June 30, 2020													Balance at June 30, 2020	328,411,705	$	0	$	1,521.7	$	(1,264.9)	$	(43.8)	$	213.0

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

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

Exercise of employee stock options	Exercise of employee stock options	76,047	—		0.9		—		—		0.9		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		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		Exercise of warrants (3)	9,346,822	—		176.0		—		—		176.0
Stock-based compensation	Stock-based compensation	—	—		5.6		—		—		5.6		Stock-based compensation	—	—		5.6		—		—		5.6
Other comprehensive loss, net of tax		—	—		—		—		1.1		1.1
Other comprehensive income (loss), net of tax													Other comprehensive income (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	Balance at March 31, 2021	351,516,790	$	0	$	1,975.6	$	(1,299.5)	$	52.6	$	728.7
Net income (loss)													Net income (loss)	—	—		—		9.7		—		9.7
Exercise of employee stock options													Exercise of employee stock options	120,721	—		1.4		—		—		1.4
Stock comp activity, net of withholdings for tax (4)													Stock comp activity, net of withholdings for tax (4)	586,139	—		(0.8)		—		—		(0.8)
Employee 401K match with Vertiv stock													Employee 401K match with Vertiv stock	107,890	—		2.3		—		—		2.3

Other comprehensive income (loss), net of tax													Other comprehensive income (loss), net of tax	—	—		—		—		2.4		2.4
Balance at June 30, 2021													Balance at June 30, 2021	352,331,540	$	0	$	1,978.5	$	(1,289.8)	$	55.0	$	743.7


	Three months ended March 31, 2020
	Americas		Asia Pacific		Europe, Middle East, & Africa		Total
Sales by Product and Service Offering: (1)
Critical infrastructure & solutions	$	239.8	$	116.3	$	105.4	$	461.5
Services & spares	161.6		79.3		65.4		306.3
Integrated rack solutions	65.3		28.3		35.9		129.5
Total	$	466.7	$	223.9	$	206.7	$	897.3

Timing of revenue recognition:
Products and services transferred at a point in time	$	313.2	$	160.9	$	165.8	$	639.9
Products and services transferred over time	153.5		63.0		40.9		257.4
Total	$	466.7	$	223.9	$	206.7	$	897.3


		Balances at March 31, 2021		Balances at December 31, 2020			Balances at June 30, 2021		Balances at December 31, 2020

Deferred revenue - current ~~(2)~~(1)	Deferred revenue - current ~~(2)~~(1)	$	232.6	$	199.6	Deferred revenue - current ~~(2)~~(1)	$	231.1	$	199.6
Deferred revenue - noncurrent ~~(3)~~(2)	Deferred revenue - noncurrent ~~(3)~~(2)	40.8		38.8		Deferred revenue - noncurrent ~~(3)~~(2)	42.3		38.8
Other contract liabilities - current ~~(2)~~(1)	Other contract liabilities - current ~~(2)~~(1)	41.2		36.1		Other contract liabilities - current ~~(2)~~(1)	50.5		36.1


	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


	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


As of March 31, 2021	Gross		Accumulated Amortization		Net
Customer relationships	$	1,107.0	$	(383.0)	$	724.0
Developed technology	330.2		(152.1)		178.1
Capitalized software	94.1		(47.8)		46.3
Trademarks	38.8		(20.4)		18.4
Total finite-lived identifiable intangible assets	$	1,570.1	$	(603.3)	$	966.8
Indefinite-lived trademarks	295.9		—		295.9
Total intangible assets	$	1,866.0	$	(603.3)	$	1,262.7
As of December 31, 2020	Gross		Accumulated Amortization		Net
Customer relationships	$	1,114.3	$	(362.5)	$	751.8
Developed technology	330.0		(144.8)		185.2
Capitalized software	94.2		(44.3)		49.9
Trademarks	39.0		(19.3)		19.7

Total finite-lived identifiable intangible assets	$	1,577.5	$	(570.9)	$	1,006.6
Indefinite-lived trademarks	295.9		—		295.9
Total intangible assets	$	1,873.4	$	(570.9)	$	1,302.5


	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


	June 30, 2021		December 31, 2020
Term Loan due 2027 at 2.84% and 3.15% at June 30, 2021 and December 31, 2020, respectively.	$	2,172.6	$	2,183.5

Unamortized discount and issuance costs	(28.0)		(31.0)
	2,144.6		2,152.5
Less: Current Portion	(21.8)		(22.0)
Total long-term debt, net of current portion	$	2,122.8	$	2,130.5


	Term Loan
Remainder of 2021	$	10.9
2022	21.8
2023	21.8
2024	21.8
2025	21.8
2026	21.8
Thereafter	2,052.7
Total	$	2,172.6


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


Operating leases	$	10.2	$	11.3


	March 31, 2021		March 31, 2020
Weighted Average Remaining Lease Term	4.7 years		4.5 years


Weighted Average Discount Rate	5.8	%	7.1	%


	June 30, 2021		December 31, 2020
Weighted Average Remaining Lease Term	5.7 years		4.5 years


Weighted Average Discount Rate	5.5	%	5.8	%


	Financial statement line item	June 30, 2021		December 31, 2020

Operating lease right-of-use assets	Other assets	$	163.9	$	145.8



Operating lease liabilities	Accrued expenses and other liabilities	43.7		42.3

Operating lease liabilities	Other long-term liabilities	124.4		107.3

Total lease liabilities		$	168.1	$	149.6


	As of March 31, 2021		As of December 30, 2020
	Operating Leases
2021	$	37.5	$	51.0
2022	41.5		41.4
2023	33.7		33.4
2024	21.5		20.9
2025	10.7		10.4
Thereafter	20.5		17.2
Total Lease Payments	165.4		174.3
Less: Imputed Interest	(22.7)		(24.7)
Present value of lease liabilities	$	142.7	$	149.6


	June 30, 2021		December 31, 2020
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$	708.8	$	534.6
Restricted cash included in other current assets	8.0		8.0
Total cash, cash equivalents, and restricted cash	$	716.8	$	542.6


	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


	Balance Sheet Location	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
June 30, 2021
Assets:
Interest rate swaps	Other noncurrent assets	$	2.7	$	0	$	2.7	$	0
Total assets		$	2.7	$	0	$	2.7	$	0

Liabilities:
Interest rate swaps	Accrued expenses and other liabilities	$	10.2	$	0	$	10.2	$	0
Tax Receivable Agreement	Other long-term liabilities	162.5		0		0		162.5
Private warrants	Warrant liabilities	172.5		0		172.5		0
Total liabilities		$	345.2	$	0	$	182.7	$	162.5


Warrant valuation inputs	Warrant valuation inputs	March 31, 2021			December 31, 2020 (as restated)			Warrant valuation inputs	June 30, 2021			December 31, 2020
Stock price	Stock price	$	20.00		$	18.67		Stock price	$	27.30		$	18.67
Strike price	Strike price	$	11.50		$	11.50		Strike price	$	11.50		$	11.50
Remaining life	Remaining life	3.85			4.10			Remaining life	3.60			4.10
Volatility	Volatility	32.0		%	29.0		%	Volatility	32.8		%	29.0		%
Interest rate (1)	Interest rate (1)	0.59		%	0.27		%	Interest rate (1)	0.58		%	0.27		%
Dividend yield (2)	Dividend yield (2)	0.05		%	0.05		%	Dividend yield (2)	0.04		%	0.05		%


	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


Sales	Three months ended June 30, 2021		Three months ended June 30, 2020		Six months ended June 30, 2021		Six months ended June 30, 2020
Americas	$	568.2	$	488.1	$	1,074.1	$	957.5
Asia Pacific	416.3		340.6		793.9		579.6
Europe, Middle East & Africa	310.2		210.1		560.6		427.8
	1,294.7		1,038.8		2,428.6		1,964.9
Eliminations	(34.4)		(33.1)		(69.9)		(61.9)
Total	$	1,260.3	$	1,005.7	$	2,358.7	$	1,903.0


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


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)


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


	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)


(Dollars in millions)	2021		2020 (as restated)		$ Change		% Change
Net sales	$	1,098.4	$	897.3	$	201.1	22.4	%
Cost of sales	740.4		610.3		130.1		21.3	%
Gross profit	358.0		287.0		71.0		24.7	%
Selling, general and administrative expenses	250.1		264.8		(14.7)		5.6	%
Amortization of intangibles	31.8		32.4		(0.6)		1.9	%
Restructuring costs	2.0		(1.1)		3.1		281.8	%
Foreign currency (gain) loss, net	(6.9)		1.8		(8.7)		483.3	%
Other operating expense (income)	1.2		1.3		(0.1)		7.7	%
Operating profit (loss)	79.8		(12.2)		92.0		754.1	%
Interest expense, net	24.1		68.9		(44.8)		65.0	%
Loss on extinguishment of debt	0.4		174.0		(173.6)		99.8	%
Change in fair value of warrant liabilities	13.6		(60.6)		74.2		122.4	%
Income tax expense (benefit)	10.0		13.8		(3.8)		27.5	%
Net income (loss)	$	31.7	$	(208.3)	$	240.0	115.2	%