0001674101Q3202212/31FALSEone yearone yearhttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2022#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesNoncurrent00016741012022-01-012022-09-3000016741012022-10-28xbrli:shares0001674101us-gaap:ProductMember2022-07-012022-09-30iso4217:USD0001674101us-gaap:ProductMember2021-07-012021-09-300001674101us-gaap:ProductMember2022-01-012022-09-300001674101us-gaap:ProductMember2021-01-012021-09-300001674101us-gaap:ServiceMember2022-07-012022-09-300001674101us-gaap:ServiceMember2021-07-012021-09-300001674101us-gaap:ServiceMember2022-01-012022-09-300001674101us-gaap:ServiceMember2021-01-012021-09-3000016741012022-07-012022-09-3000016741012021-07-012021-09-3000016741012021-01-012021-09-30iso4217:USDxbrli:shares00016741012022-09-3000016741012021-12-3100016741012020-12-3100016741012021-09-300001674101us-gaap:CommonStockMember2020-12-310001674101us-gaap:AdditionalPaidInCapitalMember2020-12-310001674101us-gaap:RetainedEarningsMember2020-12-310001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001674101us-gaap:RetainedEarningsMember2021-01-012021-03-3100016741012021-01-012021-03-310001674101us-gaap:CommonStockMember2021-01-012021-03-310001674101us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310001674101us-gaap:CommonStockMember2021-03-310001674101us-gaap:AdditionalPaidInCapitalMember2021-03-310001674101us-gaap:RetainedEarningsMember2021-03-310001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-3100016741012021-03-310001674101us-gaap:RetainedEarningsMember2021-04-012021-06-3000016741012021-04-012021-06-300001674101us-gaap:CommonStockMember2021-04-012021-06-300001674101us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-04-012021-06-300001674101us-gaap:CommonStockMember2021-06-300001674101us-gaap:AdditionalPaidInCapitalMember2021-06-300001674101us-gaap:RetainedEarningsMember2021-06-300001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-3000016741012021-06-300001674101us-gaap:RetainedEarningsMember2021-07-012021-09-300001674101us-gaap:CommonStockMember2021-07-012021-09-300001674101us-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-300001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-07-012021-09-300001674101us-gaap:CommonStockMember2021-09-300001674101us-gaap:AdditionalPaidInCapitalMember2021-09-300001674101us-gaap:RetainedEarningsMember2021-09-300001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-09-300001674101us-gaap:CommonStockMember2021-12-310001674101us-gaap:AdditionalPaidInCapitalMember2021-12-310001674101us-gaap:RetainedEarningsMember2021-12-310001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001674101us-gaap:RetainedEarningsMember2022-01-012022-03-3100016741012022-01-012022-03-310001674101us-gaap:CommonStockMember2022-01-012022-03-310001674101us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-310001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-03-310001674101us-gaap:CommonStockMember2022-03-310001674101us-gaap:AdditionalPaidInCapitalMember2022-03-310001674101us-gaap:RetainedEarningsMember2022-03-310001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-3100016741012022-03-310001674101us-gaap:RetainedEarningsMember2022-04-012022-06-3000016741012022-04-012022-06-300001674101us-gaap:CommonStockMember2022-04-012022-06-300001674101us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-300001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-04-012022-06-300001674101us-gaap:CommonStockMember2022-06-300001674101us-gaap:AdditionalPaidInCapitalMember2022-06-300001674101us-gaap:RetainedEarningsMember2022-06-300001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-3000016741012022-06-300001674101us-gaap:RetainedEarningsMember2022-07-012022-09-300001674101us-gaap:CommonStockMember2022-07-012022-09-300001674101us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-300001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-012022-09-300001674101us-gaap:CommonStockMember2022-09-300001674101us-gaap:AdditionalPaidInCapitalMember2022-09-300001674101us-gaap:RetainedEarningsMember2022-09-300001674101us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-09-300001674101srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember2021-01-012021-03-31vrt:segment0001674101us-gaap:ServiceMembersrt:RestatementAdjustmentMember2021-07-012021-09-300001674101us-gaap:ServiceMembersrt:RestatementAdjustmentMember2021-01-012021-09-300001674101us-gaap:ProductMembersrt:RestatementAdjustmentMember2021-07-012021-09-300001674101us-gaap:ProductMembersrt:RestatementAdjustmentMember2021-01-012021-09-300001674101vrt:EuroInterbankOfferedRateEURIBORAndSterlingOvernightIndexedAverageSONIAMemberus-gaap:LineOfCreditMember2022-09-202022-09-20xbrli:pure0001674101us-gaap:AccruedLiabilitiesMembervrt:EIAcquisitionMember2022-09-300001674101us-gaap:OtherOperatingIncomeExpenseMembervrt:EIAcquisitionMember2022-01-012022-09-300001674101vrt:EIAcquisitionMember2021-11-010001674101vrt:EIAcquisitionMember2021-11-012022-09-300001674101vrt:EIAcquisitionMember2022-09-300001674101vrt:AmericasSegmentMember2022-01-012022-09-300001674101vrt:EMEASegmentMember2022-01-012022-09-300001674101srt:MinimumMembervrt:EIAcquisitionMemberus-gaap:CustomerRelationshipsMember2021-11-012021-11-010001674101srt:MaximumMembervrt:EIAcquisitionMemberus-gaap:CustomerRelationshipsMember2021-11-012021-11-010001674101vrt:EIAcquisitionMemberus-gaap:CustomerRelationshipsMember2021-11-012021-11-010001674101vrt:EIAcquisitionMemberus-gaap:DevelopedTechnologyRightsMember2021-11-012021-11-010001674101srt:MinimumMemberus-gaap:TrademarksMembervrt:EIAcquisitionMember2021-11-012021-11-010001674101us-gaap:TrademarksMembersrt:MaximumMembervrt:EIAcquisitionMember2021-11-012021-11-010001674101us-gaap:TrademarksMembervrt:EIAcquisitionMember2021-11-012021-11-010001674101vrt:EIAcquisitionMemberus-gaap:OrderOrProductionBacklogMember2021-11-012021-11-010001674101vrt:EIAcquisitionMember2021-11-012021-11-010001674101vrt:EIAcquisitionMember2022-07-012022-09-300001674101vrt:EIAcquisitionMember2022-01-012022-09-300001674101vrt:EIAcquisitionMember2021-07-012021-09-300001674101vrt:EIAcquisitionMember2021-01-012021-09-300001674101vrt:AmericasSegmentMembervrt:CriticalInfrastructureAndSolutionsMember2022-07-012022-09-300001674101vrt:CriticalInfrastructureAndSolutionsMembervrt:AsiaPacificSegmentMember2022-07-012022-09-300001674101vrt:EMEASegmentMembervrt:CriticalInfrastructureAndSolutionsMember2022-07-012022-09-300001674101vrt:CriticalInfrastructureAndSolutionsMember2022-07-012022-09-300001674101vrt:AmericasSegmentMembervrt:ServicesAndSparesMember2022-07-012022-09-300001674101vrt:ServicesAndSparesMembervrt:AsiaPacificSegmentMember2022-07-012022-09-300001674101vrt:ServicesAndSparesMembervrt:EMEASegmentMember2022-07-012022-09-300001674101vrt:ServicesAndSparesMember2022-07-012022-09-300001674101vrt:AmericasSegmentMembervrt:IntegratedRackSolutionsMember2022-07-012022-09-300001674101vrt:IntegratedRackSolutionsMembervrt:AsiaPacificSegmentMember2022-07-012022-09-300001674101vrt:EMEASegmentMembervrt:IntegratedRackSolutionsMember2022-07-012022-09-300001674101vrt:IntegratedRackSolutionsMember2022-07-012022-09-300001674101vrt:AmericasSegmentMember2022-07-012022-09-300001674101vrt:AsiaPacificSegmentMember2022-07-012022-09-300001674101vrt:EMEASegmentMember2022-07-012022-09-300001674101vrt:AmericasSegmentMemberus-gaap:TransferredAtPointInTimeMember2022-07-012022-09-300001674101us-gaap:TransferredAtPointInTimeMembervrt:AsiaPacificSegmentMember2022-07-012022-09-300001674101vrt:EMEASegmentMemberus-gaap:TransferredAtPointInTimeMember2022-07-012022-09-300001674101us-gaap:TransferredAtPointInTimeMember2022-07-012022-09-300001674101vrt:AmericasSegmentMemberus-gaap:TransferredOverTimeMember2022-07-012022-09-300001674101us-gaap:TransferredOverTimeMembervrt:AsiaPacificSegmentMember2022-07-012022-09-300001674101us-gaap:TransferredOverTimeMembervrt:EMEASegmentMember2022-07-012022-09-300001674101us-gaap:TransferredOverTimeMember2022-07-012022-09-300001674101vrt:AmericasSegmentMembervrt:CriticalInfrastructureAndSolutionsMember2021-07-012021-09-300001674101vrt:CriticalInfrastructureAndSolutionsMembervrt:AsiaPacificSegmentMember2021-07-012021-09-300001674101vrt:EMEASegmentMembervrt:CriticalInfrastructureAndSolutionsMember2021-07-012021-09-300001674101vrt:CriticalInfrastructureAndSolutionsMember2021-07-012021-09-300001674101vrt:AmericasSegmentMembervrt:ServicesAndSparesMember2021-07-012021-09-300001674101vrt:ServicesAndSparesMembervrt:AsiaPacificSegmentMember2021-07-012021-09-300001674101vrt:ServicesAndSparesMembervrt:EMEASegmentMember2021-07-012021-09-300001674101vrt:ServicesAndSparesMember2021-07-012021-09-300001674101vrt:AmericasSegmentMembervrt:IntegratedRackSolutionsMember2021-07-012021-09-300001674101vrt:IntegratedRackSolutionsMembervrt:AsiaPacificSegmentMember2021-07-012021-09-300001674101vrt:EMEASegmentMembervrt:IntegratedRackSolutionsMember2021-07-012021-09-300001674101vrt:IntegratedRackSolutionsMember2021-07-012021-09-300001674101vrt:AmericasSegmentMember2021-07-012021-09-300001674101vrt:AsiaPacificSegmentMember2021-07-012021-09-300001674101vrt:EMEASegmentMember2021-07-012021-09-300001674101vrt:AmericasSegmentMemberus-gaap:TransferredAtPointInTimeMember2021-07-012021-09-300001674101us-gaap:TransferredAtPointInTimeMembervrt:AsiaPacificSegmentMember2021-07-012021-09-300001674101vrt:EMEASegmentMemberus-gaap:TransferredAtPointInTimeMember2021-07-012021-09-300001674101us-gaap:TransferredAtPointInTimeMember2021-07-012021-09-300001674101vrt:AmericasSegmentMemberus-gaap:TransferredOverTimeMember2021-07-012021-09-300001674101us-gaap:TransferredOverTimeMembervrt:AsiaPacificSegmentMember2021-07-012021-09-300001674101us-gaap:TransferredOverTimeMembervrt:EMEASegmentMember2021-07-012021-09-300001674101us-gaap:TransferredOverTimeMember2021-07-012021-09-300001674101vrt:AmericasSegmentMembervrt:CriticalInfrastructureAndSolutionsMember2022-01-012022-09-300001674101vrt:CriticalInfrastructureAndSolutionsMembervrt:AsiaPacificSegmentMember2022-01-012022-09-300001674101vrt:EMEASegmentMembervrt:CriticalInfrastructureAndSolutionsMember2022-01-012022-09-300001674101vrt:CriticalInfrastructureAndSolutionsMember2022-01-012022-09-300001674101vrt:AmericasSegmentMembervrt:ServicesAndSparesMember2022-01-012022-09-300001674101vrt:ServicesAndSparesMembervrt:AsiaPacificSegmentMember2022-01-012022-09-300001674101vrt:ServicesAndSparesMembervrt:EMEASegmentMember2022-01-012022-09-300001674101vrt:ServicesAndSparesMember2022-01-012022-09-300001674101vrt:AmericasSegmentMembervrt:IntegratedRackSolutionsMember2022-01-012022-09-300001674101vrt:IntegratedRackSolutionsMembervrt:AsiaPacificSegmentMember2022-01-012022-09-300001674101vrt:EMEASegmentMembervrt:IntegratedRackSolutionsMember2022-01-012022-09-300001674101vrt:IntegratedRackSolutionsMember2022-01-012022-09-300001674101vrt:AsiaPacificSegmentMember2022-01-012022-09-300001674101vrt:AmericasSegmentMemberus-gaap:TransferredAtPointInTimeMember2022-01-012022-09-300001674101us-gaap:TransferredAtPointInTimeMembervrt:AsiaPacificSegmentMember2022-01-012022-09-300001674101vrt:EMEASegmentMemberus-gaap:TransferredAtPointInTimeMember2022-01-012022-09-300001674101us-gaap:TransferredAtPointInTimeMember2022-01-012022-09-300001674101vrt:AmericasSegmentMemberus-gaap:TransferredOverTimeMember2022-01-012022-09-300001674101us-gaap:TransferredOverTimeMembervrt:AsiaPacificSegmentMember2022-01-012022-09-300001674101us-gaap:TransferredOverTimeMembervrt:EMEASegmentMember2022-01-012022-09-300001674101us-gaap:TransferredOverTimeMember2022-01-012022-09-300001674101vrt:AmericasSegmentMembervrt:CriticalInfrastructureAndSolutionsMember2021-01-012021-09-300001674101vrt:CriticalInfrastructureAndSolutionsMembervrt:AsiaPacificSegmentMember2021-01-012021-09-300001674101vrt:EMEASegmentMembervrt:CriticalInfrastructureAndSolutionsMember2021-01-012021-09-300001674101vrt:CriticalInfrastructureAndSolutionsMember2021-01-012021-09-300001674101vrt:AmericasSegmentMembervrt:ServicesAndSparesMember2021-01-012021-09-300001674101vrt:ServicesAndSparesMembervrt:AsiaPacificSegmentMember2021-01-012021-09-300001674101vrt:ServicesAndSparesMembervrt:EMEASegmentMember2021-01-012021-09-300001674101vrt:ServicesAndSparesMember2021-01-012021-09-300001674101vrt:AmericasSegmentMembervrt:IntegratedRackSolutionsMember2021-01-012021-09-300001674101vrt:IntegratedRackSolutionsMembervrt:AsiaPacificSegmentMember2021-01-012021-09-300001674101vrt:EMEASegmentMembervrt:IntegratedRackSolutionsMember2021-01-012021-09-300001674101vrt:IntegratedRackSolutionsMember2021-01-012021-09-300001674101vrt:AmericasSegmentMember2021-01-012021-09-300001674101vrt:AsiaPacificSegmentMember2021-01-012021-09-300001674101vrt:EMEASegmentMember2021-01-012021-09-300001674101vrt:AmericasSegmentMemberus-gaap:TransferredAtPointInTimeMember2021-01-012021-09-300001674101us-gaap:TransferredAtPointInTimeMembervrt:AsiaPacificSegmentMember2021-01-012021-09-300001674101vrt:EMEASegmentMemberus-gaap:TransferredAtPointInTimeMember2021-01-012021-09-300001674101us-gaap:TransferredAtPointInTimeMember2021-01-012021-09-300001674101vrt:AmericasSegmentMemberus-gaap:TransferredOverTimeMember2021-01-012021-09-300001674101us-gaap:TransferredOverTimeMembervrt:AsiaPacificSegmentMember2021-01-012021-09-300001674101us-gaap:TransferredOverTimeMembervrt:EMEASegmentMember2021-01-012021-09-300001674101us-gaap:TransferredOverTimeMember2021-01-012021-09-3000016741012024-10-012022-09-3000016741012025-10-012022-09-3000016741012026-10-012022-09-300001674101vrt:AmericasSegmentMemberus-gaap:OperatingSegmentsMember2022-07-012022-09-300001674101vrt:AmericasSegmentMemberus-gaap:OperatingSegmentsMember2021-07-012021-09-300001674101vrt:AmericasSegmentMemberus-gaap:OperatingSegmentsMember2022-01-012022-09-300001674101vrt:AmericasSegmentMemberus-gaap:OperatingSegmentsMember2021-01-012021-09-300001674101us-gaap:OperatingSegmentsMembervrt:AsiaPacificSegmentMember2022-07-012022-09-300001674101us-gaap:OperatingSegmentsMembervrt:AsiaPacificSegmentMember2021-07-012021-09-300001674101us-gaap:OperatingSegmentsMembervrt:AsiaPacificSegmentMember2022-01-012022-09-300001674101us-gaap:OperatingSegmentsMembervrt:AsiaPacificSegmentMember2021-01-012021-09-300001674101vrt:EMEASegmentMemberus-gaap:OperatingSegmentsMember2022-07-012022-09-300001674101vrt:EMEASegmentMemberus-gaap:OperatingSegmentsMember2021-07-012021-09-300001674101vrt:EMEASegmentMemberus-gaap:OperatingSegmentsMember2022-01-012022-09-300001674101vrt:EMEASegmentMemberus-gaap:OperatingSegmentsMember2021-01-012021-09-300001674101us-gaap:CorporateNonSegmentMember2022-07-012022-09-300001674101us-gaap:CorporateNonSegmentMember2021-07-012021-09-300001674101us-gaap:CorporateNonSegmentMember2022-01-012022-09-300001674101us-gaap:CorporateNonSegmentMember2021-01-012021-09-300001674101us-gaap:EmployeeSeveranceMember2021-12-310001674101us-gaap:EmployeeSeveranceMember2022-01-012022-09-300001674101us-gaap:EmployeeSeveranceMember2022-09-300001674101us-gaap:FacilityClosingMember2021-12-310001674101us-gaap:FacilityClosingMember2022-01-012022-09-300001674101us-gaap:FacilityClosingMember2022-09-300001674101us-gaap:EmployeeSeveranceMember2020-12-310001674101us-gaap:EmployeeSeveranceMember2021-01-012021-09-300001674101us-gaap:EmployeeSeveranceMember2021-09-300001674101us-gaap:FacilityClosingMember2020-12-310001674101us-gaap:FacilityClosingMember2021-01-012021-09-300001674101us-gaap:FacilityClosingMember2021-09-300001674101us-gaap:RevolvingCreditFacilityMembervrt:TermLoanDue2027Memberus-gaap:LineOfCreditMember2022-09-300001674101us-gaap:RevolvingCreditFacilityMembervrt:TermLoanDue2027Memberus-gaap:LineOfCreditMember2021-12-310001674101vrt:SeniorSecuredNotesDue2028Member2021-12-310001674101vrt:SeniorSecuredNotesDue2028Member2022-09-300001674101us-gaap:RevolvingCreditFacilityMembervrt:ABLRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2022-09-300001674101us-gaap:RevolvingCreditFacilityMembervrt:ABLRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-12-310001674101us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2022-09-200001674101us-gaap:RevolvingCreditFacilityMembervrt:ABLRevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2022-09-200001674101us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2022-01-012022-09-300001674101srt:MinimumMember2022-09-300001674101srt:MaximumMember2022-09-3000016741012021-12-312021-12-31vrt:installment00016741012022-06-1500016741012022-06-152022-06-1500016741012022-09-152022-09-150001674101srt:ScenarioForecastMember2022-11-302022-11-300001674101us-gaap:MachineryAndEquipmentMember2022-09-300001674101us-gaap:MachineryAndEquipmentMember2021-12-310001674101us-gaap:BuildingMember2022-09-300001674101us-gaap:BuildingMember2021-12-310001674101us-gaap:LandMember2022-09-300001674101us-gaap:LandMember2021-12-310001674101us-gaap:ConstructionInProgressMember2022-09-300001674101us-gaap:ConstructionInProgressMember2021-12-310001674101us-gaap:InterestRateSwapMemberus-gaap:OtherCurrentAssetsMember2022-09-300001674101us-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateSwapMemberus-gaap:OtherCurrentAssetsMember2022-09-300001674101us-gaap:InterestRateSwapMemberus-gaap:OtherCurrentAssetsMemberus-gaap:FairValueInputsLevel2Member2022-09-300001674101us-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateSwapMemberus-gaap:OtherCurrentAssetsMember2022-09-300001674101us-gaap:OtherNoncurrentAssetsMemberus-gaap:InterestRateSwapMember2022-09-300001674101us-gaap:FairValueInputsLevel1Memberus-gaap:OtherNoncurrentAssetsMemberus-gaap:InterestRateSwapMember2022-09-300001674101us-gaap:OtherNoncurrentAssetsMemberus-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Member2022-09-300001674101us-gaap:FairValueInputsLevel3Memberus-gaap:OtherNoncurrentAssetsMemberus-gaap:InterestRateSwapMember2022-09-300001674101us-gaap:FairValueInputsLevel1Member2022-09-300001674101us-gaap:FairValueInputsLevel2Member2022-09-300001674101us-gaap:FairValueInputsLevel3Member2022-09-300001674101vrt:PrivatePlacementWarrantMember2022-09-300001674101vrt:PrivatePlacementWarrantMemberus-gaap:FairValueInputsLevel1Member2022-09-300001674101vrt:PrivatePlacementWarrantMemberus-gaap:FairValueInputsLevel2Member2022-09-300001674101vrt:PrivatePlacementWarrantMemberus-gaap:FairValueInputsLevel3Member2022-09-300001674101us-gaap:InterestRateSwapMember2021-12-310001674101us-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateSwapMember2021-12-310001674101us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Member2021-12-310001674101us-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateSwapMember2021-12-310001674101us-gaap:FairValueInputsLevel1Member2021-12-310001674101us-gaap:FairValueInputsLevel2Member2021-12-310001674101us-gaap:FairValueInputsLevel3Member2021-12-310001674101vrt:PrivatePlacementWarrantMember2021-12-310001674101vrt:PrivatePlacementWarrantMemberus-gaap:FairValueInputsLevel1Member2021-12-310001674101vrt:PrivatePlacementWarrantMemberus-gaap:FairValueInputsLevel2Member2021-12-310001674101vrt:PrivatePlacementWarrantMemberus-gaap:FairValueInputsLevel3Member2021-12-310001674101us-gaap:InterestRateSwapMember2022-09-300001674101us-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2022-09-300001674101vrt:PrivatePlacementWarrantMemberus-gaap:FairValueInputsLevel2Memberus-gaap:MeasurementInputSharePriceMember2022-09-300001674101vrt:PrivatePlacementWarrantMemberus-gaap:FairValueInputsLevel2Memberus-gaap:MeasurementInputSharePriceMember2021-12-310001674101vrt:PrivatePlacementWarrantMemberus-gaap:MeasurementInputExercisePriceMemberus-gaap:FairValueInputsLevel2Member2022-09-300001674101vrt:PrivatePlacementWarrantMemberus-gaap:MeasurementInputExercisePriceMemberus-gaap:FairValueInputsLevel2Member2021-12-310001674101vrt:PrivatePlacementWarrantMemberus-gaap:MeasurementInputExpectedTermMemberus-gaap:FairValueInputsLevel2Member2022-09-300001674101vrt:PrivatePlacementWarrantMemberus-gaap:MeasurementInputExpectedTermMemberus-gaap:FairValueInputsLevel2Member2021-12-310001674101vrt:PrivatePlacementWarrantMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:FairValueInputsLevel2Member2022-09-300001674101vrt:PrivatePlacementWarrantMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:FairValueInputsLevel2Member2021-12-310001674101vrt:PrivatePlacementWarrantMemberus-gaap:MeasurementInputRiskFreeInterestRateMemberus-gaap:FairValueInputsLevel2Member2022-09-300001674101vrt:PrivatePlacementWarrantMemberus-gaap:MeasurementInputRiskFreeInterestRateMemberus-gaap:FairValueInputsLevel2Member2021-12-310001674101vrt:PrivatePlacementWarrantMemberus-gaap:MeasurementInputExpectedDividendRateMemberus-gaap:FairValueInputsLevel2Member2022-09-300001674101vrt:PrivatePlacementWarrantMemberus-gaap:MeasurementInputExpectedDividendRateMemberus-gaap:FairValueInputsLevel2Member2021-12-310001674101us-gaap:MeasurementInputExpectedDividendPaymentMember2021-12-310001674101us-gaap:MeasurementInputExpectedDividendPaymentMember2022-09-300001674101us-gaap:RevolvingCreditFacilityMembervrt:TermLoanDue2027Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-09-300001674101us-gaap:RevolvingCreditFacilityMemberus-gaap:CarryingReportedAmountFairValueDisclosureMembervrt:TermLoanDue2027Member2022-09-300001674101us-gaap:RevolvingCreditFacilityMembervrt:TermLoanDue2027Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001674101us-gaap:RevolvingCreditFacilityMemberus-gaap:CarryingReportedAmountFairValueDisclosureMembervrt:TermLoanDue2027Member2021-12-310001674101us-gaap:RevolvingCreditFacilityMembervrt:SeniorSecuredNotesDue2028Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-09-300001674101us-gaap:RevolvingCreditFacilityMemberus-gaap:CarryingReportedAmountFairValueDisclosureMembervrt:SeniorSecuredNotesDue2028Member2022-09-300001674101us-gaap:RevolvingCreditFacilityMembervrt:SeniorSecuredNotesDue2028Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001674101us-gaap:RevolvingCreditFacilityMemberus-gaap:CarryingReportedAmountFairValueDisclosureMembervrt:SeniorSecuredNotesDue2028Member2021-12-310001674101us-gaap:RevolvingCreditFacilityMemberus-gaap:EstimateOfFairValueFairValueDisclosureMembervrt:ABLRevolvingCreditFacilityMember2022-09-300001674101us-gaap:RevolvingCreditFacilityMemberus-gaap:CarryingReportedAmountFairValueDisclosureMembervrt:ABLRevolvingCreditFacilityMember2022-09-300001674101us-gaap:RevolvingCreditFacilityMemberus-gaap:EstimateOfFairValueFairValueDisclosureMembervrt:ABLRevolvingCreditFacilityMember2021-12-310001674101us-gaap:RevolvingCreditFacilityMemberus-gaap:CarryingReportedAmountFairValueDisclosureMembervrt:ABLRevolvingCreditFacilityMember2021-12-310001674101us-gaap:AccumulatedTranslationAdjustmentMember2022-06-300001674101us-gaap:AccumulatedTranslationAdjustmentMember2021-06-300001674101us-gaap:AccumulatedTranslationAdjustmentMember2021-12-310001674101us-gaap:AccumulatedTranslationAdjustmentMember2020-12-310001674101us-gaap:AccumulatedTranslationAdjustmentMember2022-07-012022-09-300001674101us-gaap:AccumulatedTranslationAdjustmentMember2021-07-012021-09-300001674101us-gaap:AccumulatedTranslationAdjustmentMember2022-01-012022-09-300001674101us-gaap:AccumulatedTranslationAdjustmentMember2021-01-012021-09-300001674101us-gaap:AccumulatedTranslationAdjustmentMember2022-09-300001674101us-gaap:AccumulatedTranslationAdjustmentMember2021-09-300001674101us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2022-06-300001674101us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-06-300001674101us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-12-310001674101us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2020-12-310001674101us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2022-07-012022-09-300001674101us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-07-012021-09-300001674101us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2022-01-012022-09-300001674101us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-01-012021-09-300001674101us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2022-09-300001674101us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-09-300001674101us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-06-300001674101us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-06-300001674101us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-12-310001674101us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-12-310001674101us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-07-012022-09-300001674101us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-07-012021-09-300001674101us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-01-012022-09-300001674101us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-01-012021-09-300001674101us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-09-300001674101us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-09-300001674101us-gaap:AccumulatedGainLossFinancialLiabilityFairValueOptionAttributableToParentMember2022-06-300001674101us-gaap:AccumulatedGainLossFinancialLiabilityFairValueOptionAttributableToParentMember2021-06-300001674101us-gaap:AccumulatedGainLossFinancialLiabilityFairValueOptionAttributableToParentMember2021-12-310001674101us-gaap:AccumulatedGainLossFinancialLiabilityFairValueOptionAttributableToParentMember2020-12-310001674101us-gaap:AccumulatedGainLossFinancialLiabilityFairValueOptionAttributableToParentMember2022-07-012022-09-300001674101us-gaap:AccumulatedGainLossFinancialLiabilityFairValueOptionAttributableToParentMember2021-07-012021-09-300001674101us-gaap:AccumulatedGainLossFinancialLiabilityFairValueOptionAttributableToParentMember2022-01-012022-09-300001674101us-gaap:AccumulatedGainLossFinancialLiabilityFairValueOptionAttributableToParentMember2021-01-012021-09-300001674101us-gaap:AccumulatedGainLossFinancialLiabilityFairValueOptionAttributableToParentMember2022-09-300001674101us-gaap:AccumulatedGainLossFinancialLiabilityFairValueOptionAttributableToParentMember2021-09-300001674101us-gaap:OperatingSegmentsMember2022-07-012022-09-300001674101us-gaap:OperatingSegmentsMember2021-07-012021-09-300001674101us-gaap:OperatingSegmentsMember2022-01-012022-09-300001674101us-gaap:OperatingSegmentsMember2021-01-012021-09-300001674101us-gaap:IntersegmentEliminationMember2022-07-012022-09-300001674101us-gaap:IntersegmentEliminationMember2021-07-012021-09-300001674101us-gaap:IntersegmentEliminationMember2022-01-012022-09-300001674101us-gaap:IntersegmentEliminationMember2021-01-012021-09-300001674101vrt:AmericasSegmentMemberus-gaap:IntersegmentEliminationMember2022-07-012022-09-300001674101vrt:AmericasSegmentMemberus-gaap:IntersegmentEliminationMember2021-07-012021-09-300001674101vrt:AmericasSegmentMemberus-gaap:IntersegmentEliminationMember2022-01-012022-09-300001674101vrt:AmericasSegmentMemberus-gaap:IntersegmentEliminationMember2021-01-012021-09-300001674101us-gaap:IntersegmentEliminationMembervrt:AsiaPacificSegmentMember2022-07-012022-09-300001674101us-gaap:IntersegmentEliminationMembervrt:AsiaPacificSegmentMember2021-07-012021-09-300001674101us-gaap:IntersegmentEliminationMembervrt:AsiaPacificSegmentMember2022-01-012022-09-300001674101us-gaap:IntersegmentEliminationMembervrt:AsiaPacificSegmentMember2021-01-012021-09-300001674101vrt:EMEASegmentMemberus-gaap:IntersegmentEliminationMember2022-07-012022-09-300001674101vrt:EMEASegmentMemberus-gaap:IntersegmentEliminationMember2021-07-012021-09-300001674101vrt:EMEASegmentMemberus-gaap:IntersegmentEliminationMember2022-01-012022-09-300001674101vrt:EMEASegmentMemberus-gaap:IntersegmentEliminationMember2021-01-012021-09-300001674101vrt:CorporateAndReconcilingItemsMember2022-07-012022-09-300001674101vrt:CorporateAndReconcilingItemsMember2021-07-012021-09-300001674101vrt:CorporateAndReconcilingItemsMember2022-01-012022-09-300001674101vrt:CorporateAndReconcilingItemsMember2021-01-012021-09-300001674101vrt:CorporateReconcilingItemsAndEliminationsMember2022-07-012022-09-300001674101vrt:CorporateReconcilingItemsAndEliminationsMember2021-07-012021-09-300001674101vrt:CorporateReconcilingItemsAndEliminationsMember2022-01-012022-09-300001674101vrt:CorporateReconcilingItemsAndEliminationsMember2021-01-012021-09-300001674101us-gaap:MaterialReconcilingItemsMember2022-07-012022-09-300001674101us-gaap:MaterialReconcilingItemsMember2021-07-012021-09-300001674101us-gaap:MaterialReconcilingItemsMember2022-01-012022-09-300001674101us-gaap:MaterialReconcilingItemsMember2021-01-012021-09-300001674101us-gaap:EmployeeStockOptionMember2022-07-012022-09-300001674101us-gaap:EmployeeStockOptionMember2022-01-012022-09-300001674101us-gaap:EmployeeStockOptionMember2021-07-012021-09-300001674101us-gaap:EmployeeStockOptionMember2021-01-012021-09-300001674101us-gaap:WarrantMember2021-01-012021-09-300001674101vrt:EnergyLabsMember2017-12-280001674101vrt:EnergyLabsMember2019-06-040001674101vrt:EnergyLabsMember2019-09-062019-09-060001674101vrt:EnergyLabsMember2021-12-212021-12-210001674101vrt:UnremittedPaymentMember2021-08-032021-08-030001674101vrt:DamagesAndInjunctiveReliefMember2018-01-012018-12-3100016741012021-09-032021-09-03

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 September 30, 2022
or
☐ 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 its 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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par value per share
VRTNew 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 October 28, 2022, there were 377,295,546 shares of the Company’s Class A common stock, par value $0.0001, issued and outstanding.


TABLE OF CONTENTS
Page

1
Table of 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 September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2022Nine months ended September 30, 2021
Net sales
Net sales - products$1,135.4 $894.8 $3,039.8 $2,625.1 
Net sales - services345.7 334.1 997.1 962.5 
Net sales1,481.1 1,228.9 4,036.9 3,587.6 
Costs and expenses
Cost of sales - products838.5 653.4 2,301.7 1,870.4 
Cost of sales - services213.3 193.8 630.8 568.2 
Cost of sales1,051.8 847.2 2,932.5 2,438.6 
Operating expenses
Selling, general and administrative expenses295.2 257.8 875.0 779.6 
Amortization of intangibles54.2 31.6 167.7 95.3 
Restructuring costs(1.5)(3.8)0.1 (0.7)
Foreign currency (gain) loss, net0.2 4.9 1.8 2.1 
Asset impairments— 8.7 — 8.7 
Other operating expense (income)1.2 0.7 (1.2)0.2 
Operating profit (loss)80.0 81.8 61.0 263.8 
Interest expense, net38.8 22.4 101.5 66.5 
Loss on extinguishment of debt— — — 0.4 
Change in fair value of warrant liabilities9.8 (32.5)(124.0)52.3 
Income (loss) before income taxes31.4 91.9 83.5 144.6 
Income tax expense10.2 35.7 33.5 47.0 
Net income (loss)$21.2 $56.2 $50.0 $97.6 
Earnings (loss) per share:
Basic$0.06 $0.16 $0.13 $0.28 
Diluted$0.06 $0.15 $(0.20)$0.27 
Weighted-average shares outstanding:
Basic377,016,981352,482,900376,531,805351,439,095
Diluted377,444,002363,198,701378,038,809355,974,628













See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
2
Table of contents
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
VERTIV HOLDINGS CO
(Dollars in millions)
Three months ended September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2022Nine months ended September 30, 2021
Net income (loss)$21.2 $56.2 $50.0 $97.6 
Other comprehensive income (loss), net of tax:
Foreign currency translation(146.1)(28.0)(332.3)(43.9)
Interest rate swaps30.9 2.7 107.1 28.0 
Tax receivable agreement— 2.2 — (3.1)
Pension0.1 0.1 0.2 (0.5)
Other comprehensive income (loss), net of tax(115.1)(23.0)(225.0)(19.5)
Comprehensive income (loss)$(93.9)$33.2 $(175.0)$78.1 













































See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
3
Table of contents
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
VERTIV HOLDINGS CO
(Dollars in millions)
September 30, 2022December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents$258.0 $439.1 
Accounts receivable, less allowances of $15.9 and $14.1, respectively
1,743.8 1,536.4 
Inventories804.3 616.3 
Other current assets167.7 106.8 
Total current assets2,973.8 2,698.6 
Property, plant and equipment, net466.0 489.3 
Other assets:
Goodwill1,247.3 1,330.1 
Other intangible assets, net1,801.6 2,138.2 
Deferred income taxes43.3 47.9 
Other295.0 235.5 
Total other assets3,387.2 3,751.7 
Total assets$6,827.0 $6,939.6 
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt$21.8 $21.8 
Accounts payable882.9 858.5 
Accrued expenses and other liabilities900.3 953.4 
Income taxes33.4 21.1 
Total current liabilities1,838.4 1,854.8 
Long-term debt, net3,223.8 2,950.5 
Deferred income taxes152.1 198.8 
Warrant liabilities25.6 149.6 
Other long-term liabilities320.0 368.2 
Total liabilities5,559.9 5,521.9 
Equity
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding
— — 
Common stock, $0.0001 par value, 700,000,000 shares authorized, 377,058,727 and 375,801,857 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively
— — 
Additional paid-in capital2,621.9 2,597.5 
Accumulated deficit(1,165.4)(1,215.4)
Accumulated other comprehensive income (loss) (189.4)35.6 
Total equity1,267.1 1,417.7 
Total liabilities and equity$6,827.0 $6,939.6 













See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
4
Table of contents
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
VERTIV HOLDINGS CO
(Dollars in millions)
Nine months ended September 30, 2022Nine months ended September 30, 2021
Cash flows from operating activities:
Net income (loss)$50.0 $97.6 
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation53.3 51.6 
Amortization178.6 105.5 
Deferred income taxes(22.0)(22.3)
Amortization of debt discount and issuance costs7.4 4.6 
Loss on extinguishment of debt— 0.4 
Change in fair value of warrant liabilities(124.0)52.3 
Asset impairment— 8.7 
Changes in operating working capital(448.0)(160.0)
Stock-based compensation20.1 17.5 
Payment of contingent consideration(8.7)— 
Changes in tax receivable agreement— 3.3 
Other(40.2)15.2 
Net cash provided by (used for) operating activities(333.5)174.4 
Cash flows from investing activities:
Capital expenditures(61.7)(43.3)
Investments in capitalized software(8.0)(9.5)
Acquisition of business, net of cash acquired(5.0)— 
Proceeds from disposition of property, plant and equipment— 6.1 
Net cash used for investing activities(74.7)(46.7)
Cash flows from financing activities:
Borrowings from ABL revolving credit facility and short-term borrowings578.4 — 
Repayments of ABL revolving credit facility and short-term borrowings(281.5)— 
Repayment of long-term debt(10.9)(16.4)
Debt issuance costs(0.5)— 
Proceeds from the exercise of warrants— 107.5 
Payment of tax receivable agreement(25.0)— 
Payment of contingent consideration(12.8)— 
Exercise of employee stock options1.3 2.6 
Employee taxes paid from shares withheld(4.3)(7.2)
Net cash provided by (used for) financing activities244.7 86.5 
Effect of exchange rate changes on cash and cash equivalents(14.9)(5.2)
Increase (decrease) in cash, cash equivalents and restricted cash(178.4)209.0 
Beginning cash, cash equivalents and restricted cash447.1 542.6 
Ending cash, cash equivalents and restricted cash$268.7 $751.6 
Changes in operating working capital
Accounts receivable$(257.0)$(67.8)
Inventories(202.3)(147.7)
Other current assets(4.2)2.4 
Accounts payable42.2 63.1 
Accrued expenses and other liabilities(15.7)5.7 
Income taxes(11.0)(15.7)
Total changes in operating working capital$(448.0)$(160.0)
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
5
Table of contents
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
VERTIV HOLDINGS CO
(Dollars in millions)
Share Capital
SharesAmountAdditional Paid in CapitalAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total
Balance at December 31, 2020
342,024,612 $— $1,791.8 $(1,331.2)$51.5 $512.1 
Net income (loss)— — — 31.7 — 31.7 
Exercise of employee stock options76,047 — 0.9 — — 0.9 
Employee 401K match with Vertiv stock69,309 — 1.3 — — 1.3 
Exercise of warrants (1)
9,346,822 — 176.0 — — 176.0 
Stock-based compensation— — 5.6 — — 5.6 
Other comprehensive income (loss), net of tax— — — — 1.1 1.1 
Balance at March 31, 2021
351,516,790 $— $1,975.6 $(1,299.5)$52.6 $728.7 
Net income (loss)— $— $— $9.7 $— $9.7 
Exercise of employee stock options120,721 — 1.4 — — 1.4 
Stock comp activity, net of withholdings for tax (2)
586,139 — (0.8)— — (0.8)
Employee 401K match with Vertiv stock107,890 — 2.3 — — 2.3 
Other comprehensive income (loss), net of tax— — — — 2.4 2.4 
Balance at June 30, 2021
352,331,540 $— $1,978.5 $(1,289.8)$55.0 $743.7 
Net income (loss)— — $— $56.2 $— $56.2 
Exercise of employee stock options51,122 — 0.8 — — 0.8 
Stock comp activity, net of withholdings for tax (3)
27,069 — 5.5 — — 5.5 
Employee 401K match with Vertiv stock89,975 — 2.5 — — 2.5 
Other comprehensive income (loss), net of tax— — — — (23.0)(23.0)
Balance at September 30, 2021
352,499,706 $— $1,987.3 $(1,233.6)$32.0 $785.7 
Balance at December 31, 2021
375,801,857 $— $2,597.5 $(1,215.4)$35.6 $1,417.7 
Net income (loss)— — — 8.5 — 8.5 
Exercise of employee stock options89,566 — 1.0 — — 1.0 
Stock-based compensation— — 6.6 — — 6.6 
Employee 401K match with Vertiv stock100,541 — 2.3 — — 2.3 
Other comprehensive income (loss), net of tax— — — — 18.0 18.0 
Balance at March 31, 2022
375,991,964 $— $2,607.4 $(1,206.9)$53.6 $1,454.1 
Net income (loss)— $— $— $20.3 $— $20.3 
Exercise of employee stock options4,279 — 0.1 — — 0.1 
Stock comp activity, net of withholdings for tax (4)
563,597 — 2.9 — — 2.9 
Employee 401K match with Vertiv stock161,333 — 2.2 — — 2.2 
Other comprehensive income (loss), net of tax— — — — (127.9)(127.9)
Balance at June 30, 2022
376,721,173 $— $2,612.6 $(1,186.6)$(74.3)$1,351.7 
Net income (loss)— $— $— $21.2 $— $21.2 
Exercise of employee stock options20,649 — 0.2 — — 0.2 
Stock-based compensation— — 6.3 — — 6.3 
Employee 401K match with Vertiv stock316,905 — 2.8 — — 2.8 
Other comprehensive income (loss), net of tax— — — — (115.1)(115.1)
Balance at September 30, 2022
377,058,727 $— $2,621.9 $(1,165.4)$(189.4)$1,267.1 
(1)The exercise of warrants includes $107.5 of cash received during the three months ended March 31, 2021 for the exercise of public warrants.
(2)Net stock compensation activity includes 906,197 vested shares offset by 320,058 shares withheld for taxes valued at $7.0 valued and stock-based compensation of $6.2.
(3)Net stock compensation activity includes 29,605 vested shares offset by 2,536 shares withheld for taxes valued at $0.2 and stock-based compensation of $5.7.
(4)Net stock compensation activity includes 876,358 vested shares offset by 312,761 shares withheld for taxes valued at $4.3 and stock-based compensation of $7.2.




See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
6
Table of contents

Vertiv Holdings Co
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share amounts)
(1) DESCRIPTION OF BUSINESS
Vertiv Holdings Co (together with its majority-owned subsidiaries, “Vertiv”, “we”, “our”, or “the Company”), formerly known as GS Acquisition Holdings Corp, provides mission-critical infrastructure technologies and life cycle services for data centers, communication networks, and commercial and industrial environments. Vertiv’s offerings include AC and DC power management products, thermal management products, integrated rack systems, modular solutions, management systems for monitoring and controlling digital infrastructure, and service. Vertiv manages and reports results of operations for three reportable segments: Americas; Asia Pacific; and Europe, Middle East & Africa.
(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 U.S. 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 unaudited 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 have been reclassed to conform with current year presentation. For the three and nine months ended September 30, 2021, $31.2 and $121.4 of net sales and $25.0 and $87.6 of cost of sales from products were reclassified to services, respectively.
The preparation of financial statements in conformity with GAAP 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 has impacted, and may continue to impact, the Company's sales channels, supply chain, manufacturing operations, workforce, or other key aspects of the Company’s operations.
The notes included herein should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022.
Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04: Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). This ASU provides optional expedients and exceptions to ease the potential burden in accounting for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued as part of reference rate reform. The amendments became effective March 12, 2020 and can generally be applied through December 31, 2022.
As further described in “Note 6 - Debt” the ABL Revolving Credit Facility was amended on September 20, 2022 and the interest rate benchmark for currently outstanding and future revolving loans was converted from LIBOR to the Secured Overnight Financing Rate (“SOFR”) (with a 10 basis points credit spread adjustment for all available tenors), Euro Interbank Offered Rate (“EURIBOR”) and Sterling Overnight Indexed Average (“SONIA”), as applicable. As the amendment was contemporaneous with changes to terms other than those related to the replacement of the LIBOR reference rate, the Company did not apply the optional expedients within the standard.
The Company also intends to transition our Term Loan due 2027 and our interest rates swaps to another reference rate prior to the discontinuance of LIBOR. The Company does not expect the adoption of this ASU to have a material impact on its Condensed Consolidated Financial Statements.
7
(3) ACQUISITION
On November 1, 2021, the Company, through its wholly-owned subsidiaries Vertiv Holdings Ireland DAC, a private company limited by shares incorporated in Ireland and Vertiv International Holding Corporation, an Ohio corporation, acquired the shares of E&I Engineering Ireland Limited, a private company limited by shares incorporated in Ireland, and its affiliate Powerbar Gulf LLC (“E&I”).
As of September 30, 2022 in conjunction with the E&I acquisition, the value of the contingent earnout is zero based on E&I’s projected future results. For the nine months ended September 30, 2022 the decrease in the fair value of contingent consideration of $3.7 is included within “Other operating expense (income)” on the Unaudited Condensed Consolidated Statements of Earnings (Loss).
During the measurement period there was one change to the purchase price allocation related to a final working capital adjustment to the purchase price. The measurement period adjustment did not have a material impact on the Unaudited Condensed Consolidated Statements of Earnings (Loss). The following is the preliminary purchase price allocation of assets acquired and liabilities assumed as of the acquisition date and related adjustments thereafter:
Preliminary AllocationAdjustmentsAdjusted Preliminary Allocation
Accounts receivable$87.7 $— $87.7 
Inventories50.1 — 50.1 
Other current assets15.7 — 15.7 
Property, plant and equipment87.1 — 87.1 
Goodwill748.2 5.0 753.2 
Other intangible assets1,004.2 — 1,004.2 
Other assets10.4 — 10.4 
Accounts payable33.9 — 33.9 
Accrued expenses and other liabilities50.0 — 50.0 
Deferred income taxes129.8 — 129.8 
Other long-term liabilities24.3 — 24.3 
Net assets acquired and liabilities assumed$1,765.4 $5.0 $1,770.4 
Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets recognized for E&I, and represents the future economic benefits, including synergies, and assembled workforce, that are expected to be achieved as a result of the consummation of the acquisition of E&I. The goodwill arising from the acquisition is not expected to be deductible for tax purposes. The adjusted preliminary goodwill allocation of $277.0 and $476.2 is allocated to the Americas and the Europe, Middle East & Africa segments, respectively.
The following table represents the definite lived intangible assets acquired, the preliminary fair values and respective useful lives as of the acquisition date:
Useful LifePreliminary Fair Value
Customer relationships
15 to 16 years
$731.6 
Developed technology13 years180.7 
Trademarks
15 to 16 years
52.3 
Backlog1 year39.6 
Total intangible assets$1,004.2 
The Company used the multi-period excess earnings method to value the customer relationship intangible assets and the relief from royalty method to value the developed technology intangible assets. The significant assumptions used to estimate the fair value of customer relationships included forecasted earnings before interest, taxes, and amortization, customer attrition rates and a discount rate. The significant assumptions used to estimate the fair value of developed technology included the forecasted revenues, royalty rates and a discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The estimated weighted-average useful life was 14.2 years for finite lived intangible assets.
For the three and nine months ended September 30, 2022, E&I net sales were $115.2 and $316.9, respectively, which are included in “Net sales” and operating losses were $3.7 and $27.3, respectively, which are included in “Income (loss) before income taxes, net” on the Unaudited Condensed Consolidated Statement of Earnings (Loss).
8
Pro Forma Financial Information
In accordance with ASC 805 Business Combinations, the following unaudited pro forma results of operations for the three and nine months ended September 30, 2021 assumes the E&I business combination was completed on January 1, 2020. The following pro forma results include adjustments to reflect acquisition related costs, additional interest expense and amortization of debt issuance costs, accounting policies applied to E&I after the business combination, amortization of intangibles associated with the business combination and the effects of adjustments made to the carrying value of certain assets.
Unaudited proforma informationThree months ended September 30, 2021Nine months ended September 30, 2021
Net sales$1,322.2 $3,884.4 
Net income (loss)43.9 63.0 
The unaudited pro forma results contain adjustments to give effect to pro forma events that are directly attributable to the business combination, factually supportable, and expected to have a continuing impact on the combined results. Pro forma data may not be indicative of the results that would have been obtained had the business combination occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. Additionally, the pro forma financial information does not reflect the costs which the Company has incurred or may incur to integrate the acquired business.
(4) 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.
Disaggregation of Revenues
The following table disaggregates revenue by business segment, product and service offering and timing of transfer of control:
Three months ended September 30, 2022
AmericasAsia PacificEurope, Middle East, & AfricaTotal
Sales by Product and Service Offering:
Critical infrastructure & solutions$417.3 $265.7 $224.3 $907.3 
Services & spares203.6 113.3 71.1 388.0 
Integrated rack solutions91.7 57.1 37.0 185.8 
Total$712.6 $436.1 $332.4 $1,481.1 
Timing of revenue recognition:
Products and services transferred at a point in time$492.7 $343.4 $231.8 $1,067.9 
Products and services transferred over time219.9 92.7 100.6 413.2 
Total$712.6 $436.1 $332.4 $1,481.1 
Three months ended September 30, 2021
AmericasAsia PacificEurope, Middle East, & AfricaTotal
Sales by Product and Service Offering:
Critical infrastructure & solutions$291.9 $234.0 $180.4 $706.3 
Services & spares180.2 104.4 80.8 365.4 
Integrated rack solutions65.1 56.2 35.9 157.2 
Total$537.2 $394.6 $297.1 $1,228.9 
Timing of revenue recognition:
Products and services transferred at a point in time$363.5 $316.0 $253.3 $932.8 
Products and services transferred over time173.7 78.6 43.8 296.1 
Total$537.2 $394.6 $297.1 $1,228.9 
9
Nine months ended September 30, 2022
AmericasAsia PacificEurope, Middle East, & AfricaTotal
Sales by Product and Service Offering:
Critical infrastructure & solutions$1,080.5 $692.5 $642.6 $2,415.6 
Services & spares555.9 330.8 208.0 1,094.7 
Integrated rack solutions258.5 152.8 115.3 526.6 
Total$1,894.9 $1,176.1 $965.9 $4,036.9 
Timing of revenue recognition:
Products and services transferred at a point in time$1,323.3 $909.5 $681.9 $2,914.7 
Products and services transferred over time571.6 266.6 284.0 1,122.2 
Total$1,894.9 $1,176.1 $965.9 $4,036.9 
Nine months ended September 30, 2021
AmericasAsia PacificEurope, Middle East, & AfricaTotal
Sales by Product and Service Offering:
Critical infrastructure & solutions$877.2 $690.0 $494.1 $2,061.3 
Services & spares513.4 305.8 229.9 1,049.1 
Integrated rack solutions213.0 154.1 110.1 477.2 
Total$1,603.6 $1,149.9 $834.1 $3,587.6 
Timing of revenue recognition:
Products and services transferred at a point in time$1,111.1 $913.3 $696.6 $2,721.0 
Products and services transferred over time492.5 236.6 137.5 866.6 
Total$1,603.6 $1,149.9 $834.1 $3,587.6 
The opening and closing balances of current and long-term contract assets and current and long-term deferred revenue as of September 30, 2022 and December 31, 2021 were as follows:
Balances at
September 30, 2022
Balances at December 31, 2021
Deferred revenue - current (1)
$278.7 $238.9 
Deferred revenue - noncurrent (2)
45.8 59.9 
Other contract liabilities - current (1)
48.2 52.1 
(1)    Current deferred revenue and contract liabilities are included within “Accrued expenses and other liabilities” on the Unaudited Condensed Consolidated Balance Sheets.
(2)    Noncurrent deferred revenue is recorded within “Other long-term liabilities” on the Unaudited Condensed Consolidated Balance Sheets.
Deferred revenue - noncurrent consists primarily of maintenance, extended warranty and other service contracts. The Company expects to recognize revenue of $13.4, $19.0 and $13.4 in the next 13 to 24 months, the next 25 to 36 months, and thereafter, respectively.
(5) RESTRUCTURING COSTS
Restructuring costs include expenses associated with the Company’s efforts to continually improve operational efficiency and reposition its assets to remain competitive on a worldwide basis. Plant closing and other costs include costs of moving fixed assets, employee training, relocation, and facility costs.

10
Restructuring costs by business segment were as follows:
Three months ended September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2022Nine months ended September 30, 2021
Americas$0.4 $0.3 $1.4 $2.4 
Asia Pacific(1.7)— (1.7)3.4 
Europe, Middle East & Africa (1)
(0.1)(4.1)0.6 (6.8)
Corporate(0.1)— (0.2)0.3 
Total$(1.5)$(3.8)$0.1 $(0.7)
(1)    During the third quarter of 2021, a previously recorded restructuring reserve was reversed due to the planned sale of a heavy industrial UPS business. In order to adjust the business to the current fair value, less expected costs to sell, the Company recorded a $8.7 impairment in “Asset impairments” on the Unaudited Condensed Consolidated Statements of Earnings (Loss) for the three and nine months ended September 30, 2021.
The change in the liability for the restructuring of operations during the nine months ended September 30, 2022 were as follows:
December 31, 2021 ExpensePaid/Utilized September 30, 2022
Severance and benefits$33.8 $(1.7)$(15.7)$16.4 
Plant closing and other0.2 1.8 (1.8)0.2 
Total$34.0 $0.1 $(17.5)$16.6 
The change in the liability for the restructuring of operations during the nine months ended September 30, 2021 were as follows:
December 31, 2020 ExpensePaid/Utilized September 30, 2021
Severance and benefits$68.9 $(4.8)$(21.0)$43.1 
Plant closing and other0.4 4.1 (3.9)0.6 
Total$69.3 $(0.7)$(24.9)$43.7 
(6) DEBT
Long-term debt, net, consisted of the following as of September 30, 2022 and December 31, 2021:
September 30, 2022December 31, 2021
Term Loan due 2027 at 5.30% and 2.84% at September 30, 2022 and December 31, 2021, respectively
$2,150.7 $2,161.7 
Senior Secured Notes due 2028 at 4.125% at both September 30, 2022 and December 31, 2021
850.0 850.0 
ABL Revolving Credit Facility
280.0 — 
Unamortized discount and issuance costs(35.1)(39.4)
3,245.6 2,972.3 
Less: Current Portion(21.8)(21.8)
Total long-term debt, net of current portion$3,223.8 $2,950.5 
ABL Revolving Credit Facility
At September 30, 2022, Vertiv Group Corporation (a wholly-owned subsidiary of the Company), as the “Borrower,” and certain subsidiaries of the Borrower as co-borrowers (the “Co-Borrowers”), had $273.1 of availability under the Asset Based Revolving Credit Facility (the “ABL Revolving Credit Facility”) (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 $16.9, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility. At September 30, 2022, there was a $280.0 balance on the ABL Revolving Credit Facility with a weighted-average borrowing rate of 3.86%. At December 31, 2021, there was no borrowing balance on the ABL Revolving Credit Facility.
11
On September 20, 2022, the Borrower and certain subsidiaries entered into Amendment No. 6 (“Sixth Amendment”) and Amendment No. 7 (“Seventh Amendment”) to the ABL Revolving Credit Facility. Among other modifications, the Sixth Amendment converts the interest rate benchmark for currently outstanding and future revolving loans from LIBOR to SOFR, with a 10 basis point credit spread adjustment for all available tenors, EURIBOR, and SONIA, as applicable. Under the Seventh Amendment, the U.S. revolving loan commitments with the U.S. tranche was increased by $115 to a total loan commitment of $570 under the ABL Revolving Credit Facility. All other material provisions of the ABL Revolving Credit Facility were unchanged, including the March 2, 2025 maturity date. We paid $0.5 in legal fees related to the amendments which were capitalized within “Other” on the Unaudited Condensed Consolidated Balance Sheets.
Short-Term Borrowings
As of September 30, 2022, we had short-term borrowings of $16.8 with a borrowing rate of 3.7% included in “Accrued expenses and other liabilities” on the Unaudited Condensed Consolidated Balance Sheets.
(7) LEASES
The Company leases office space, warehouses, vehicles, and equipment. Leases have remaining lease terms of 1 year to 20 years, some of which have renewal and termination options. Termination options are exercisable at the Company’s option. Lease terms used to recognize right-of-use assets and lease liabilities include periods covered by options to extend the lease where the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. The majority of the Company’s leases are operating leases. Finance leases, which are recorded in “Property, plant, and equipment, net,” are immaterial to the Company’s Unaudited Condensed Consolidated Financial Statements.
Operating lease expenses are recorded in “Cost of sales” and “Selling, general and administrative expenses” on the Unaudited Condensed Consolidated Statements of Earnings (Loss). Refer to the below table for a summary of these lease expenses:
Three months ended September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2022Nine months ended September 30, 2021
Operating lease cost$13.7 $14.0 $42.0 $42.6 
Short-term and variable lease cost6.0 5.6 18.3 16.1 
Total lease cost$19.7 $19.6 $60.3 $58.7 
Supplemental cash flow information related to operating leases is as follows:
Nine months ended September 30, 2022Nine months ended September 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows - Payments on operating leases$42.2 $42.1 
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases$37.9 $52.5 
Supplemental balance sheet information related to operating leases is as follows:
Financial statement line itemSeptember 30, 2022December 31, 2021
Operating lease right-of-use assetsOther assets$144.6 $152.9 
Operating lease liabilitiesAccrued expenses and other liabilities$42.6 $42.1 
Operating lease liabilitiesOther long-term liabilities105.9 113.6 
Total lease liabilities$148.5 $155.7 
Weighted-average remaining lease terms and discount rates for operating leases are as follows:
September 30, 2022December 31, 2021
Weighted-average remaining lease term5.7 years5.5 years
Weighted-average discount rate5.5 %5.2 %
12
Maturities of lease liabilities are as follows:
September 30, 2022December 31, 2021
Operating Leases
2022$12.7 $50.5 
202346.8 41.5 
202435.3 30.0 
202523.2 18.7 
202614.4 10.3 
Thereafter43.8 32.3 
Total Lease Payments176.2 183.3 
Less: Imputed Interest(27.7)(27.6)
Present value of lease liabilities$148.5 $155.7 
(8) INCOME TAXES
The Company’s effective tax rate was 32.5%, 40.1%, 38.8%, and 32.5% for the three and nine months ended September 30, 2022 and 2021, respectively. The effective tax rate in the three and nine months ended September 30, 2022 is primarily influenced by the mix of income between the Company’s U.S. and non-U.S. operations, net of changes in valuation allowances offset by the impact of non-deductible or non-taxable changes in fair value of the warrant liabilities. The effective rates for the comparative three and nine month periods in 2021 were primarily influenced by the mix of income between the Company’s U.S. and non-U.S. operations, net of changes in valuation allowances, and reflect the impact of non-deductible or non-taxable changes in fair value of the warrant liabilities as well as a discrete tax adjustment related to legislative changes enacted in the second quarter.
The Company provided 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 September 30, 2022, the Company has certain earnings of certain foreign affiliates that continue to be indefinitely reinvested, but it was not practicable to estimate the associated deferred tax liability, due to interaction with other tax laws and regulations in the year of inclusion.
13
(9) RELATED PARTY TRANSACTIONS
Transactions with Affiliates of Advisors
The Company purchased and sold goods in the ordinary course of business with affiliates of Platinum Equity Advisors, LLC. For the three and nine months ended September 30, 2022 and 2021 purchases were $34.8 and $104.1, $24.8 and $64.9, respectively. For the three and nine months ended September 30, 2022 and 2021 sales were $21.8 and $72.9, $45.8 and $45.9, respectively. Accounts payable were $1.7 and $3.9 as of September 30, 2022 and December 31, 2021, respectively. Accounts receivable were $16.5 and $42.9 as of September 30, 2022 and December 31, 2021, respectively.
Tax Receivable Agreement
On December 31, 2021, the Company and an affiliate of Platinum Equity Advisors, LLC (the “Vertiv Stockholder”) agreed to amend and supplement the tax receivable agreement entered into by the Company and the Vertiv Stockholder on February 7, 2020, (the “Tax Receivable Agreement”) to replace the Company’s remaining payment obligations under the Tax Receivable Agreement with an obligation to pay $100 in cash in two equal installments. The first installment payment was scheduled to be on or before June 15, 2022 and the second payment was scheduled to be due on or before September 15, 2022. On June 15, 2022, the Company and the Vertiv Stockholder agreed to further amend the payment schedule under the Tax Receivable Agreement into three installment payments, wherein the first installment payment of $12.5 became due and was paid on June 15, 2022, the second installment of $12.5 became due and was paid on September 15, 2022, and the third installment of $75 will be due on or before November 30, 2022. Upon receipt of the third installment payment, the Tax Receivable Agreement will terminate and the Company will not be required to make any further payments to the Vertiv Stockholder under the Tax Receivable Agreement.
For the three and nine months ended September 30, 2021, the Company recorded $1.6 and $3.3, respectively, of accretion expense in “Interest expense, net” in the Unaudited Condensed Consolidated Statement of Earnings (Loss). For the three and nine months ended September 30, 2021, an unrealized gain (loss) of $2.2 and $(3.1) was recorded in “Accumulated other comprehensive income (loss), net” in the Unaudited Condensed Consolidated Balance Sheets, related to the change in fair value of the tax receivable liability.
(10) OTHER FINANCIAL INFORMATION
September 30, 2022December 31, 2021
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents$258.0 $439.1 
Restricted cash included in other current assets10.7 8.0 
Total cash, cash equivalents, and restricted cash$268.7 $447.1 
September 30, 2022December 31, 2021
Inventories
Finished products$268.8 $236.5 
Raw materials360.4 274.8 
Work in process175.1 105.0 
Total inventories$804.3 $616.3 
September 30, 2022December 31, 2021
Property, plant and equipment, net
Machinery and equipment$385.8 $373.6 
Buildings293.5 304.8 
Land42.0 42.1 
Construction in progress44.5 34.8 
Property, plant and equipment, at cost765.8 755.3 
Less: Accumulated depreciation(299.8)(266.0)
Property, plant and equipment, net$466.0 $489.3 
14
September 30, 2022December 31, 2021
Accrued expenses and other liabilities
Deferred revenue (see Note 4)$278.7 $238.9 
Accrued payroll and other employee compensation115.2 125.8 
Restructuring (see Note 5)16.6 34.0 
Operating lease liabilities (see Note 7)42.6 42.1 
Product warranty24.3 30.0 
Contract liabilities (see Note 4)48.2 52.1 
Tax Receivable Agreement (see Note 9)75.0 100.0 
Other 299.7 330.5 
Total$900.3 $953.4 
Nine months ended September 30, 2022Nine months ended September 30, 2021
Change in product warranty accrual
Balance at the beginning of the period$30.0 $36.5 
Provision charge to expense10.8 11.2 
Paid/utilized(16.5)(17.8)
Balance at the end of the period$24.3 $29.9 
(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
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.
15
Recurring fair value measurements
A summary of the Company’s financial instruments recognized at fair value, and the fair value measurements used are as follows:
As of September 30, 2022
Balance Sheet LocationTotalQuoted prices in active markets for identical assets (Level 1)Other observable inputs (Level 2)Unobservable inputs (Level 3)
Assets:
Interest rate swapsOther current assets$30.7 $— $30.7 $— 
Interest rate swapsOther noncurrent assets85.1 — 85.1 — 
Total assets$115.8 $— $115.8 $— 
Liabilities:
Private warrantsWarrant liabilities$25.6 $— $25.6 $— 
Total liabilities$25.6 $— $25.6 $— 
As of December 31, 2021
Balance Sheet LocationTotalQuoted prices in active markets for identical assets (Level 1)Other observable inputs (Level 2)Unobservable inputs (Level 3)
Assets:
Interest rate swapsOther noncurrent assets$16.1 $— $16.1 $— 
Total assets$16.1 $— $16.1 $— 
Liabilities:
Interest rate swapsAccrued expenses and other liabilities$7.4 $— $7.4 $— 
Contingent considerationAccrued expenses and other liabilities3.7 — — 3.7 
Private warrantsWarrant liabilities149.6 — 149.6 — 
Total liabilities$160.7 $— $157.0 $3.7 
Interest rate swaps — From time to time the Company may enter into derivative financial instruments designed to hedge the variability in interest expense on floating rate debt. Derivatives are recognized as assets or liabilities in the Unaudited Condensed Consolidated Balance Sheets at their fair value. When the derivative instrument qualifies as a cash flow hedge, changes in the fair value are deferred through other comprehensive income, depending on the nature and effectiveness of the offset.
The Company uses interest rate swaps to manage the interest rate mix of the Company’s total debt portfolio and related overall cost of borrowing. At September 30, 2022 and December 31, 2021, interest rate swap agreements designated as cash flow hedges effectively swapped a notional amount of $1,000.0 of LIBOR based floating rate debt for fixed rate debt. The Company’s interest rate swaps mature in March 2027. During the three and nine months ended September 30, 2022 and 2021, the Company recognized $(1.6), $2.7, $2.7, and $7.9 respectively, within “Other operating expense (income)” on the Unaudited Condensed Consolidated Statements of Earnings (Loss).
At September 30, 2022, the Company expects that approximately $30.7 of pre-tax net gains on cash flow hedges will be reclassified from accumulated other comprehensive income (loss) into earnings during the next twelve months.
The interest rate swaps are valued using the LIBOR yield curves at the reporting date. Counterparties to these contracts are highly rated financial institutions. The fair values of the Company’s interest rate swaps are adjusted for nonperformance risk and creditworthiness of the counterparty through the Company’s credit valuation adjustment (“CVA”). The CVA is calculated at the counterparty level utilizing the fair value exposure at each payment date and applying a weighted probability of the appropriate survival and marginal default percentages.
Net investment hedge — From time to time the Company designates certain intercompany debt to hedge a portion of its investment in foreign subsidiaries and affiliates. The net impact of translation adjustments from these hedges was $13.6 for both the three and nine months ended September 30, 2022 and are included in “Foreign currency translation” in the Unaudited Condensed Consolidated Statement of Other Comprehensive Income (Loss). As of September 30, 2022, approximately $205.9 of the Company’s intercompany debt was designated to hedge investments in certain foreign subsidiaries and affiliates.
16
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 inputsSeptember 30, 2022December 31, 2021
Stock price$9.72 $24.97 
Strike price$11.50 $11.50 
Remaining life2.353.10
Volatility46.0 %34.2 %
Interest rate (1)
4.23 %0.98 %
Dividend yield (2)
0.10 %0.04 %
(1)    Interest rate determined from a constant maturity treasury yield.
(2)    September 30, 2022 and December 31, 2021 dividend yield assumes $0.01 per share per annum.

Other fair value measurements
The Company determines the fair value of debt using Level 2 inputs based on quoted market prices. The following table presents the estimated fair value and carrying value of long-term debt, including the current portion of long-term debt as of September 30, 2022 and December 31, 2021.
 September 30, 2022December 31, 2021
 Fair Value
Par Value (1)
Fair Value
Par Value (1)
Term Loan due 2027$2,053.9 $2,150.7 $2,148.2 $2,161.7 
Senior Secured Notes due 2028683.3 850.0 853.2 850.0 
ABL Revolving Credit Facility due 2025280.0 280.0 — — 
(1)See “Note 6 — Debt” for additional information.

(12) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Activity in accumulated other comprehensive income (loss) is as follows:
Three months ended September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2022Nine months ended September 30, 2021
Foreign currency translation, beginning$(146.4)$89.0 $39.8 $104.9 
Other comprehensive income (loss)(146.1)(28.0)(332.3)(43.9)
Foreign currency translation, ending(292.5)61.0 (292.5)61.0 
Interest rate swaps, beginning84.9 (7.5)8.7 (32.8)
Unrealized gain (loss) deferred during the period (1)
30.9 2.7 107.1 28.0 
Interest rate swaps, ending115.8 (4.8)115.8 (4.8)
Pension, beginning(12.8)(20.3)(12.9)(19.7)
Actuarial gain (losses) recognized during the period, net of income taxes0.1 0.1 0.2 (0.5)
Pension, ending(12.7)(20.2)(12.7)(20.2)
Tax Receivable Agreement, beginning— (6.2)— (0.9)
Unrealized gain (loss) during the period (2)
— 2.2 — (3.1)
Tax Receivable Agreement, ending— (4.0)— (4.0)
Accumulated other comprehensive income (loss) $(189.4)$32.0 $(189.4)$32.0 
(1)During the three and nine months ended September 30, 2022 and 2021, $(1.6), $2.7, $2.7 and $7.9, respectively, was reclassified into earnings.
(2)The fair value movement on the Tax Receivable Agreement attributable to the Company’s own credit risk spread was recorded in “Other comprehensive income (loss)” prior to amending the Tax Receivable Agreement.

17
(13) SEGMENT INFORMATION
Operating profit (loss) is the primary income measure the Company uses to assess segment performance and make operating decisions. Segment performance is assessed exclusive of Corporate and other costs, foreign currency gain (loss), and amortization of intangibles. Corporate and other costs primarily include stock-based compensation, other incentive compensation, change in fair value of warrant liabilities, asset impairments, and costs that support centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, IT, Legal, and global product platform development and offering management.
The Company determines its reportable segments based on how operations are managed internally for the products and services sold to customers, including how the results are reviewed by the chief operating decision maker, which includes determining resource allocation methodologies used for reportable segments.
Summarized information about the Company’s results of operations by 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 & solutions includes AC and DC power management, thermal management, and modular hyperscale type data center sites.
•Integrated rack solutions includes racks, rack power, rack power distribution, rack thermal systems, configurable integrated solutions, and hardware for managing IT equipment.
•Services & 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 Greater China, Australia & New Zealand, South East Asia, and India. Products and services offered are similar to the Americas segment.
Europe, Middle East & Africa includes products and services sold for applications within the data center, communication networks and commercial/industrial markets in Europe, Middle East & Africa. Products and services offered are similar to the Americas segment.
Reportable Segments
SalesThree months ended September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2022Nine months ended September 30, 2021
Americas$722.5 $542.1 $1,925.8 $1,616.2 
Asia Pacific460.3 417.2 1,250.7 1,211.1 
Europe, Middle East & Africa381.1 306.4 1,096.7 867.0 
1,563.9 1,265.7 4,273.2 3,694.3 
Eliminations(82.8)(36.8)(236.3)(106.7)
Total$1,481.1 $1,228.9 $4,036.9 $3,587.6 
Intersegment sales (1)
Three months ended September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2022Nine months ended September 30, 2021
Americas$9.9 $4.9 $30.9 $12.6 
Asia Pacific24.2 22.6 74.6 61.2 
Europe, Middle East & Africa48.7 9.3 130.8 32.9 
Total$82.8 $36.8 $236.3 $106.7 
(1)Intersegment selling prices approximate market prices.
18
Operating profit (loss)Three months ended September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2022Nine months ended September 30, 2021
Americas$115.2 $113.4 $255.6 $368.4 
Asia Pacific83.3 69.4 193.3 185.3 
Europe, Middle East & Africa57.4 59.0 152.4 154.8 
Total reportable segments255.9 241.8 601.3 708.5 
Foreign currency gain (loss)(0.2)(4.9)(1.8)(2.1)
Corporate and other(121.5)(123.5)(370.8)(347.3)
Total corporate, other and eliminations(121.7)(128.4)(372.6)(349.4)
Amortization of intangibles(54.2)(31.6)(167.7)(95.3)
Operating profit (loss)$80.0 $81.8 $61.0 $263.8 
(14) EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) adjusted for the gain on fair value of warrant liability, if the warrants are in-the-money and the impact is dilutive, by the weighted-average number of common shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive equity-based compensation and warrants.
The details of the earnings per share calculations for the three and nine months ended September 30, 2022 and 2021 are as follows:
(In millions, except share and per share amounts)
Three months ended September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2022Nine months ended September 30, 2021
Basic earnings (loss) per share computation:
Net income (loss)$21.2 $56.2 $50.0 $97.6 
Weighted-average number of shares outstanding - basic377,016,981 352,482,900 376,531,805 351,439,095 
Basic earnings per share0.06 0.16 $0.13 $0.28 
Diluted earnings (loss) per share computation:
Net income (loss)21.2 $56.2 $50.0 $97.6 
Gain on fair value of warrant liabilities(1)
— — (124.0)— 
Net income (loss) adjusted for the gain on fair value of warrant liabilities$21.2 $56.2 $(74.0)$97.6 
Weighted-average number of shares outstanding - basic377,016,981 352,482,900 376,531,805 351,439,095 
Dilutive effect of private warrants— 5,976,022 1,507,004 — 
Dilutive effect of equity-based compensation427,021 4,739,779 — 4,535,533 
Weighted-average number of shares outstanding - diluted377,444,002 363,198,701 378,038,809 355,974,628 
Diluted earnings (loss) per share0.06 0.15 $(0.20)$0.27 
(1)For the three months ended September 30, 2022, the warrants were out of the money and therefore the net income is not adjusted for the gain on fair value of warrant liabilities to calculate diluted earnings (loss) per share.
The dilutive effect of private warrants was 1.5 million shares during the nine months ended September 30, 2022. Additional equity-based compensation awards and warrants were also outstanding during the three and nine months ended September 30, 2022, but were not included in the computation of diluted earnings (loss) per share because the effect would be anti-dilutive. Such anti-dilutive equity-based compensation awards represent 20.3 million and 15.0 million shares for the three and nine months ended September 30, 2022, respectively.
The dilutive effect of private warrants was 6.0 million and zero shares during the three and nine months ended September 30, 2021, respectively. The dilutive effect of equity-based compensation awards was 4.7 million and 4.5 million shares during the three and nine months ended September 30, 2021, respectively. Additional equity-based compensation awards and warrants were also outstanding during the three and nine months ended September 30, 2021, but were not included in the computation of diluted earnings per common share because the effect would be anti-dilutive. Such anti-dilutive equity-based compensation awards represented 1.8 million shares for the three months ended September 30, 2021. Such anti-dilutive equity-based compensation awards and warrants represented 2.1 million and 5.7 million shares for the nine months ended September 30, 2021, respectively.
19
(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 December 28, 2017, Vertiv acquired Energy Labs, Inc. (“Energy Labs”). The purchase agreement contained a provision for contingent consideration in the form of an earn-out payment based on the achievement of 2018 operating results. The range of payment outcomes was zero to $34.5. On June 4, 2019, Vertiv notified the selling stockholders of Energy Labs of Vertiv’s determination that the applicable 2018 operating results had not been achieved and that no contingent consideration was due to the selling stockholders. On September 6, 2019, the selling stockholders of Energy Labs notified Vertiv of their dispute regarding the contingent consideration allegedly due to them. The selling stockholders asserted that the applicable 2018 operating results were exceeded and that Vertiv owed $34.5 in earn-out, the highest amount of earn-out possible under the agreement. On December 21, 2021, the parties agreed to a settlement term sheet, which includes, among other terms, the following: the Company agreed to pay $21.5 to the selling stockholders of Energy Labs; a full and complete mutual waiver, release and discharge of all claims and liabilities; and a dismissal of the pending lawsuit. The parties executed a Settlement Agreement on December 30, 2021 consistent with the aforementioned terms. On January 12, 2022, the Company paid the agreed upon settlement of $21.5.
On August 3, 2021, an American Arbitration Association arbitration hearing commenced with respect to a 2018 claim filed by Vertiv against SVO Building One, LLC (“SVO”) alleging damages of approximately $12.0 with respect to (i) unremitted payment for work and materials in connection with, the design, engineering, procurement, installation, construction, and commissioning of a data center located in Sacramento, California and (ii) damages and injunctive relief relating to SVO’s unauthorized use of Vertiv’s intellectual property and work product. SVO filed a counterclaim in 2018 alleging damages of approximately $18.0 relating to (i) allegations that Vertiv was not a duly licensed contractor at all times during the project in violation of California’s contractor license regulations, (ii) breach of warranty, and (iii) gross negligence. On September 3, 2021, the arbitrator issued an interim phase one ruling finding (1) that Vertiv was in violation of California contractor license regulations and was barred from recovery of approximately $9.0 for work performed and equipment delivered in connection with the project, as well as requiring disgorgement plus interest of $10.0, (2) SVO was not in violation of California’s contractor license regulations, and (3) Vertiv and SVO agreed to a traditional baseball arbitration provision under the terms and conditions for the project, wherein each party is required to submit a proposed final award to the arbitrator for consideration, and the arbitrator is required to select one of the proposed awards submitted by the parties as the final award in the arbitration and is prohibited from issuing an alternative award. On December 31, 2021, the parties entered into a settlement agreement on ordinary and customary terms, settling all of the disputes between them. As of September 30, 2022 and December 31, 2021 the settlement was recorded in “Accrued expenses and other liabilities” on the Unaudited Condensed Consolidated Balance Sheet.
On May 3, 2022, a putative securities class action, In re Vertiv Holdings Co Securities Litigation, 22-cv-3572, was filed against Vertiv, certain of the Company’s officers and directors, and other defendants in the Southern District of New York. Plaintiffs filed an amended complaint on September 16, 2022. The amended complaint alleges that certain of the Company’s public statements were materially false and/or misleading with respect to inflationary and supply chain pressures and pricing issues, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended. These claims are asserted on behalf of a putative class of all persons and entities that (i) purchased Vertiv securities between February 24, 2021 and February 22, 2022; and/or (ii) purchased Vertiv securities in or traceable to the November 4, 2021 secondary public offering by a selling stockholder pursuant to a resale registration statement. While the Company believes it has meritorious defenses against the plaintiffs' claims, the Company is unable at this time to predict the outcome of this dispute or the amount of any cost associated with its resolution.
At September 30, 2022, other than as described above, there were no known contingent liabilities (including guarantees, taxes and other claims) that management believes were or will be material in relation to the Company’s Unaudited Condensed Consolidated Financial Statements, nor were there any material commitments outside the normal course of business.

20
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,” “Vertiv,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries. 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 unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022 (the “2021 Form 10-K”).
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 Vertiv’s 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 the 2021 Form 10-K. 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: risks relating to the continued growth of Vertiv’s customers’ markets; disruption of Vertiv’s customers’ orders or Vertiv’s customers’ markets; less favorable contractual terms with large customers; risks associated with governmental contracts; failure to mitigate risks associated with long-term fixed price contracts; competition in the infrastructure technologies industry; failure to obtain performance and other guarantees from financial institutions; failure to realize sales expected from Vertiv’s backlog of orders and contracts; failure to properly manage Vertiv’s supply chain or difficulties with third-party manufacturers; our ability to forecast changes in prices, including due to inflation in material, freight and/or labor costs, and timely implement measures necessary to mitigate the impacts of any such changes; risks associated with our significant backlog, including that the impacts of any measures taken to mitigate inflation will not be reflected in our financial statements immediately; failure to meet or anticipate technology changes; risks associated with information technology disruption or security; risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; Vertiv’s ability to realize cost savings in connection with Vertiv’s restructuring program; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; changes to tax law; ongoing tax audits; costs or liabilities associated with product liability; the global scope of Vertiv’s operations; risks associated with Vertiv’s sales and operations in emerging markets; risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the U.S. and abroad; Vertiv’s ability to comply with various laws and regulations and the costs associated with legal compliance; adverse outcomes to any legal claims and proceedings filed by or against Vertiv; risks associated with current or potential litigation or claims against Vertiv; Vertiv’s ability to protect or enforce its proprietary rights on which its business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters, including risks associated with the COVID-19 pandemic; failure to realize the value of goodwill and intangible assets; exposure to fluctuations in foreign currency exchange rates; exposure to increases in interest rates set by central banking authorities; failure to maintain internal controls over financial reporting; the unpredictability of Vertiv’s future operational results, including the ability to grow and manage growth profitably; potential net losses in future periods; Vertiv’s level of indebtedness and the ability to incur additional indebtedness; Vertiv’s ability to comply with the covenants and restrictions contained in our credit agreements, including restrictive covenants that restrict operational flexibility; Vertiv’s ability to
21
Table of contents
comply with the covenants and restrictions contained in our credit agreements that is not fully within our control; Vertiv’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 provisions that may discourage unsolicited takeover proposals; Vertiv’s certificate of incorporation includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it; the ability of Vertiv’s subsidiaries to pay dividends; volatility in Vertiv’s stock price due to various market and operational factors; risks associated with the failure of industry analysts to provide coverage of Vertiv’s business or securities; the ability of Vertiv to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; manage the succession of its key employees; factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; Vertiv’s ability to attract, train and retain key members of its leadership team and other qualified personnel; the adequacy of Vertiv’s insurance coverage; a failure to benefit from future acquisitions; risks associated with Vertiv’s limited history of operating as an independent company; 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 or incorporated by reference into 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.

22
Table of contents
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.
Outlook and Trends
Below is a summary of trends and events that are currently affecting, or may in the future affect, our business, operations and short-term outlook:
•COVID-19 Pandemic: Unprecedented measures have been taken by governments and businesses to address the COVID-19 pandemic. These measures have included periodic shelter-in-place orders, restrictions on travel and business operations, temporary closures of businesses, quarantines, and attempts to institute various regulatory requirements. As a result of this pandemic, global economic activity has been significantly impacted, causing volatility and disruption in global financial markets. These responsive measures taken by many countries have affected, and could in the future materially impact, our business, results of operations, financial condition and stock price. The extent of the continuing impact of the COVID-19 pandemic on our operational and financial performance is uncertain and will depend on many factors outside our control, including, without limitation, the extent, timing and duration of the pandemic; the availability, distribution and effectiveness of vaccines; the imposition of protective public safety measures; and the impact of the pandemic on the global economy and demand for products. Refer to Part I, Item 1A of the 2021 Form 10-K under the heading “Risk Factors,” for more information. We continue to monitor the situation and will take further actions as may be required by federal, state, or local governmental authorities, or that we determine are in the best interests of our associates, customers, and stockholders. At the outset of the COVID-19 pandemic, we responded swiftly in support of our people, our clients and our communities. To protect our employees, and to do our part in stopping the spread of COVID-19, most of our salaried employees moved to a remote work environment. As we continue to monitor the situation, we have taken steps to cause our U.S. locations to return to a full-time workplace environment, which may require adjustment by employees or indirectly cause attrition. We recognize the benefits to our customers, associates, and stockholders of having full-time interaction, and we are working to balance those benefits with the ongoing concerns relating to the COVID-19 pandemic, macroeconomic conditions, and continued competition for talent.
•Supply Chain Constraints and Cost Increases: During 2022 and potentially beyond, aspects of our business continue to be affected by the COVID-19 pandemic as well as increasing costs for materials, freight and labor. Despite continued strong market demand, we expect that supply chain challenges and inflationary pressures will continue throughout the remainder of 2022 and into 2023, with critical part shortages driving the need for additional spot buys at increased costs, and increased costs associated with premium freight to meet customer commitments. Additionally, logistical issues have significantly delayed the receipt of materials and, in some cases, we cannot procure critical parts at any price, creating production and delivery challenges pressuring the top and bottom line. We continue to take actions to improve our ability to forecast inflationary headwinds and reflect anticipated cost increases in our prices and will continue to take actions to address shortages and inflationary pressures, which are expected to continue, and may increase, throughout 2022. Based on the first nine months of 2022, we anticipate continued pricing realization for the remainder of 2022, even within the current inflationary environment, as a result of the pricing actions that we undertook in the fourth quarter of 2021, the first nine months of 2022, and which we will continue to take throughout the remainder of 2022.
•Inventory Build: During the first nine months of 2022, we have seen an increase in inventory build in order to support upcoming customer demand and large projects in addition to working through our significant backlog. We expect this trend to continue throughout the remainder of 2022 and potentially beyond as our backlog continues to increase.
•Facility Expansion: In 2022, we opened a new thermal plant in Monterrey, Mexico. We believe the additional capacity of the Monterrey facility will help to meet the increased demand and backlog in the thermal business.
•Succession Planning: We announced on October 3, 2022 that our Chief Executive Officer, Rob Johnson, will be retiring on December 31, 2022 for health reasons and Giordano Albertazzi will assume the role of Chief Operating Officer and President, Americas on October 3, 2022 and then the role of Chief Executive Officer on January 1, 2023.
23
Table of contents
RESULTS OF OPERATIONS
Comparison of the Three Months Ended September 30, 2022 and Three Months Ended September 30, 2021
(Dollars in millions)Three months ended September 30, 2022Three months ended September 30, 2021$ Change% Change
Net sales$1,481.1 $1,228.9 $252.2 20.5 %
Cost of sales1,051.8 847.2 204.6 24.2 
Gross profit429.3 381.7 47.6 12.5 
Selling, general and administrative expenses295.2 257.8 37.4 14.5 
Amortization of intangibles54.2 31.6 22.6 71.5 
Restructuring costs(1.5)(3.8)2.3 (60.5)
Foreign currency (gain) loss, net0.2 4.9 (4.7)(95.9)
Asset impairments— 8.7 (8.7)(100.0)
Other operating expense (income)1.2 0.7 0.5 71.4 
Operating profit (loss)80.0 81.8 (1.8)(2.2)
Interest expense, net38.8 22.4 16.4 73.2 
Change in fair value of warrant liabilities9.8 (32.5)42.3 (130.2)
Income tax expense10.2 35.7 (25.5)(71.4)
Net income (loss)$21.2 $56.2 $(35.0)(62.3)%
Net Sales
Net sales were $1,481.1 in the third quarter of 2022, an increase of $252.2, or 20.5%, compared with $1,228.9 in the third quarter of 2021. The increase in sales was primarily driven by E&I sales of $115.2, higher sales volumes than prior year, and strong growth in the DC Power offering, partially offset by negative impacts from foreign currency of $85.6 and lower sales due to the divestiture of a heavy industrial UPS business of $24.7. By product offering, critical infrastructure & solutions sales increased $201.0 including the negative impacts from foreign currency of $53.8. Integrated rack solutions sales increased $28.6 including the negative impacts from foreign currency of $10.3. Services & spares sales increased $22.6 including the negative impacts from foreign currency of $21.5.
Excluding intercompany sales, net sales were $712.6 in the Americas, $436.1 in Asia Pacific and $332.4 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below.
Cost of Sales
Cost of sales were $1,051.8 in the third quarter of 2022, an increase of $204.6, or 24.2% compared to the third quarter of 2021. The increase in cost of sales was primarily driven by E&I costs of $84.1 and increased commodity and logistic costs, supply chain constraints and the impact of higher volumes. Gross profit was $429.3 in the third quarter of 2022, or 29.0% of sales, compared to $381.7, or 31.1% of sales in the third quarter of 2021.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (“SG&A”) were $295.2 in the third quarter of 2022, an increase of $37.4 compared to the third quarter of 2021. SG&A as a percentage of sales were 19.9% in the third quarter of 2022 compared with 21.0% in the third quarter of 2021. The increase in SG&A was primarily driven by $15.0 of E&I costs, $21.6 of higher compensation costs due to increased bonus, long-term incentive, and one-time employee separation costs, and $5.3 of higher commissions as a result of increased order volume, which was partially offset by a $13.6 decrease in professional service costs primarily related to mergers and acquisition related costs.
Other Operating Expense
The remaining other operating expenses includes amortization of intangibles, restructuring costs, foreign currency (gain) loss, asset impairments, and other operating expense (income). These remaining operating expenses were $54.1 for the third quarter of 2022, which was a $12.0 increase from the third quarter of 2021. The increase was primarily due to an increase in amortization of intangibles of $22.6 associated with the acquisition of E&I on November 1, 2021, offset by a decrease in asset impairments of $8.7.
24
Table of contents
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 initial public offering of our predecessor GS Acquisition Holdings Corp. The change in fair value of the outstanding warrants during the third quarter of 2022 and 2021 resulted in a loss of $9.8 and a gain of $32.5, respectively. The change in fair value of warrants is the result of changes in market prices of our common stock and other observable inputs deriving the value of the financial instruments.
Interest Expense
Interest expense, net, was $38.8 in the third quarter of 2022 compared to $22.4 in the third quarter of 2021. The $16.4 increase is primarily driven by a $11.7 increase related to the Term Loan due 2027, and a $9.3 increase related to the Senior Secured Notes due 2028, which were not outstanding in the third quarter of 2021, a $2.3 increase related to the ABL Revolving Credit Facility borrowings during the quarter, and slightly offset by a $4.3 decrease due to net settlement payments on our interest rate swaps as described in “Note 11 — Financial Instruments and Risk Management” to the Unaudited Condensed Consolidated Financial Statements. As interest rates increase, our interest expense will increase although the effect will be mitigated by our interest rate swaps.
Income Taxes
Income tax expense was $10.2 in the third quarter of 2022 compared to $35.7 in the third quarter of 2021 the $25.5 decrease is primarily due to the change in mix of income in the countries in which we operate. The effective rate in the three months ended September 30, 2022 was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of valuation allowances, and reflects the negative impact of non-deductible changes in fair value of the warrant liabilities. For the three months ended September 30, 2021, income tax expense was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances, and reflects the positive impact of non-taxable changes in fair value of the warrant liabilities.
Business Segments
The following is detail of business segment results for the three months ended September 30, 2022 compared to the three months ended September 30, 2021. Segment profitability is defined as operating profit (loss). Segment margin represents segment operating profit (loss) expressed as a percentage of segment net sales. For reconciliations of segment net sales and earnings to our consolidated results, see “Note 13 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.
Americas
(Dollars in millions)Three months ended September 30, 2022Three months ended September 30, 2021$ Change% Change
Net sales$712.6 $537.2 $175.4 32.7 %
Operating profit (loss)115.2 113.4 1.8 1.6 
Margin16.2 %21.1 %
Americas net sales of $712.6 in the third quarter of 2022 increased $175.4, or 32.7% from the third quarter of 2021. The increase in sales was primarily driven by E&I sales of $41.9 and higher sales volume than prior year. By product offering, net sales increased in critical infrastructure & solutions by $125.4 driven primarily by E&I sales as well as strong growth in Thermal and AC and DC Power, integrated rack solutions increased $26.6 primarily due to demand in integrated rack systems offering, and service & spares increased by $23.4 due to improved customer site availability. Additionally, Americas net sales were negatively impacted by foreign currency of approximately $2.5.
Operating profit (loss) in the third quarter of 2022 was $115.2, an increase of $1.8 compared with the third quarter of 2021. Margin increased primarily due higher sales volume slightly offset by increased commodity costs.

25
Table of contents
Asia Pacific
(Dollars in millions)Three months ended September 30, 2022Three months ended September 30, 2021$ Change% Change
Net sales$436.1 $394.6 $41.5 10.5 %
Operating profit (loss)83.3 69.4 13.9 20.0 
Margin19.1 %17.6 %
Asia Pacific net sales were $436.1 in the third quarter of 2022, an increase of $41.5, or 10.5% from the third quarter of 2021. Sales increases were primarily due to growth in India. By product offering, net sales increased in critical infrastructure & solutions by $31.7, service & spares by $8.9, and integrated rack solutions by $0.9. Additionally, Asia Pacific net sales were negatively impacted by foreign currency of approximately $27.2.
Operating profit (loss) in the third quarter of 2022 was $83.3, an increase of $13.9 compared with the third quarter of 2021. Margin increased primarily due to price realization partially offset by material inflation and decreased year-over-year restructuring charges of $1.7.
Europe, Middle East & Africa
(Dollars in millions)Three months ended September 30, 2022Three months ended September 30, 2021$ Change% Change
Net sales$332.4 $297.1 $35.3 11.9 %
Operating profit (loss)57.4 59.0 (1.6)(2.7)
Margin17.3 %19.9 %
Europe, Middle East & Africa net sales were $332.4 in the third quarter of 2022, an increase of $35.3, or 11.9% from the third quarter of 2021. Sales increases were primarily due to E&I sales of $73.3 and higher selling prices, partially offset by the loss of net sales of $24.7 due to the divested heavy industrial UPS business. By product offering, net sales increased in critical infrastructure & solutions by $43.9 mostly due to E&I sales, increased in integrated rack solutions by $1.1, and was partially offset by a decrease of $9.7 in service & spares. Additionally, Europe, Middle East & Africa net sales were negatively impacted by foreign currency of approximately $55.9.
Operating profit (loss) in the third quarter of 2022 was $57.4, a decrease of $1.6 compared with the third quarter of 2021. Margin decreased primarily due to increased commodity and 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 $121.7 and $128.4 in the third quarter of 2022 and 2021, respectively. Corporate and other costs decreased $6.7 compared with the third quarter of 2021 primarily due to a $2.5 decrease in IT investments, a $4.7 year-over-year decrease in foreign currency gain (loss), and slightly offset by an increase in the restructuring charges as a previously recorded restructuring reserve was reversed in the third quarter of 2021 due to the planned sale of a heavy industrial UPS business.
26
Table of contents
Comparison of the Nine Months Ended September 30, 2022 and Nine Months Ended September 30, 2021
(Dollars in millions)Nine months ended September 30, 2022Nine months ended September 30, 2021$ Change% Change
Net sales$4,036.9 $3,587.6 $449.3 12.5 %
Cost of sales2,932.5 2,438.6 493.9 20.3 
Gross profit1,104.4 1,149.0 (44.6)(3.9)
Selling, general and administrative expenses875.0 779.6 95.4 12.2 
Amortization of intangibles167.7 95.3 72.4 76.0 
Restructuring costs0.1 (0.7)0.8 (114.3)
Foreign currency (gain) loss, net1.8 2.1 (0.3)(14.3)
Asset impairments— 8.7 (8.7)(100.0)
Other operating expense (income)(1.2)0.2 (1.4)(700.0)
Operating profit (loss)61.0 263.8 (202.8)(76.9)
Interest expense, net101.5 66.5 35.0 52.6 
Loss on extinguishment of debt— 0.4 (0.4)(100.0)
Change in fair value of warrant liabilities(124.0)52.3 (176.3)(337.1)
Income tax expense33.5 47.0 (13.5)(28.7)
Net income (loss)$50.0 $97.6 $(47.6)(48.8)%
Net Sales
Net sales were $4,036.9 in the first nine months of 2022, an increase of $449.3, or 12.5%, compared with $3,587.6 in the first nine months of 2021. The increase in sales was primarily driven by E&I sales of $316.9 and higher sales volumes than prior year, partially offset by the negative impacts from foreign currency of $162.2, and lower sales from the divested heavy industrial UPS business of $57.2. By product offering, critical infrastructure & solutions sales increased $354.3, which included negative impacts from foreign currency of $101.2. Integrated rack solutions sales increased $49.4, which included the negative impacts from foreign currency of $19.7. Services & spares sales increased $45.6, which included negative impacts from foreign currency of $41.3.
Excluding intercompany sales, net sales were $1,894.9 in the Americas, $1,176.1 in Asia Pacific and $965.9 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the “Business Segments” section below.
Cost of Sales
Cost of sales were $2,932.5 in the first nine months of 2022, an increase of $493.9, or 20.3% compared to the first nine months of 2021. The increase in cost of sales was primarily driven by E&I costs of $233.7 and increased commodity and logistic costs, supply chain constraints, and the impact of higher volumes. Gross profit was $1,104.4 in the first nine months of 2022, or 27.4% of sales, compared to $1,149.0, or 32.0% of sales, in the first nine months of 2021.
Selling, General and Administrative Expenses
SG&A were $875.0 in the first nine months of 2022, an increase of $95.4 compared to the first nine months of 2021. SG&A as a percentage of sales was 21.7% for the nine months ended September 30, 2022 compared with 21.7% in the nine months ended September 30, 2021. The increase in SG&A was primarily driven by $40.5 of E&I costs, $21.2 of higher compensation due to increased bonus, higher long-term incentive, and one-time employee separation costs, $15.3 of higher commissions as a result of increased order volume, $8.2 of increased research and development spend, $6.9 of increased investment in IT, which was partially offset by a decrease in professional service costs primarily related to mergers and acquisition related costs of $8.4.
Other Operating Expenses
The remaining other operating expenses include amortization of intangibles, restructuring costs, foreign currency (gain) loss, asset impairments, and other operating expense (income). These remaining other expenses were $168.4 for the first nine months of 2022, which was a $62.8 increase from the first nine months of 2021. The increase was primarily due to an increase in amortization of intangibles of $72.4 associated with the acquisition of E&I on November 1, 2021, offset by a decrease in asset impairments of $8.7.
27
Table of contents
Loss on Extinguishment of Debt
Loss on extinguishment of debt was $0.4 for the first nine months of 2021 related to lender fees associated with the amendment to our Term Loan due 2027. This was not repeated in 2022.
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 initial public offering of our predecessor, GS Acquisition Holdings Corp. The change in fair value of the outstanding warrants liability during the first nine months of 2022 and 2021 resulted in a gain of $124.0 and a loss of $52.3, respectively. The change in fair value of stock warrants was the result of changes in market prices of our common stock and other observable inputs deriving the value of the financial instruments.
Interest Expense
Interest expense, net, was $101.5 in the first nine months of 2022 compared to $66.5 in the first nine months of 2021. The $35.0 increase was primarily due to a $28.0 increase related to the Senior Secured Notes due 2028, which were not outstanding in the first nine months of 2021, and a $14.1 increase due to the Term Loan due 2027, partially offset by a $5.2 decrease due to net settlement payments on our interest rate swaps as described in “Note 11 — Financial Instruments and Risk Management” to the Unaudited Condensed Consolidated Financial Statements, and a $3.3 decrease in accretion expense associated with the Tax Receivable Agreement. As interest rates increase, our interest expense will increase although the effect will be mitigated by our interest rate swaps.
Income Taxes
Income tax expense was $33.5 in the first nine months of 2022 compared to $47.0 in the first nine months of 2021 and the $13.5 decrease is primarily due to the change in mix of income in the countries in which we operate. The effective rate in the first nine months of 2022 was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances which is offset by the positive impact of non-taxable changes in fair value of the warrant liabilities. In the first nine months of 2021, income tax expense was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances, and reflects the negative impact of non-deductible changes in fair value of the warrant liabilities, as well as a discrete tax adjustment related to legislative changes enacted in the first three months of the period. The effective rate includes the benefit of certain internal reorganizations and tax elections outside the U.S.
Business Segments
The following is detail of business segment results for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. Segment profitability is defined as operating profit (loss). Segment margin represents segment operating profit (loss) expressed as a percentage of segment net sales. For reconciliations of segment net sales and earnings to our consolidated results, see “Note 13 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.
Americas
(Dollars in millions)Nine months ended September 30, 2022Nine months ended September 30, 2021$ Change% Change
Net sales$1,894.9 $1,603.6 $291.3 18.2 %
Operating profit (loss)255.6 368.4 (112.8)(30.6)
Margin13.5 %23.0 %
Americas net sales of $1,894.9 in the first nine months of 2022 increased $291.3, or 18.2% from the first nine months of 2021. The increase in sales was primarily driven by E&I sales of $105.9 and higher sales volumes compared to prior year. By product offering, net sales increased in critical infrastructure & solutions by $203.3 mostly due to E&I sales. Integrated rack solutions increased by $45.5 primarily due to higher rack power distribution unit sales. Service & spares increased by $42.5 due to improved customer site availability. Americas net sales were negatively impacted by foreign currency of approximately $4.3.
Operating profit (loss) in the first nine months of 2022 was $255.6, a decrease of $112.8 compared with the first nine months of 2021. Margin declined primarily due to increased commodity and logistic costs exceeding price realization.
28
Table of contents
Asia Pacific
(Dollars in millions)Nine months ended September 30, 2022Nine months ended September 30, 2021$ Change% Change
Net sales$1,176.1 $1,149.9 $26.2 2.3 %
Operating profit (loss)193.3 185.3 8.0 4.3 
Margin16.4 %16.1 %
Asia Pacific net sales were $1,176.1 in the first nine months of 2022, an increase of $26.2, or 2.3% from the first nine months of 2021. Sales increases were primarily due to stronger sales, particularly in India, partially offset by lower volumes driven by supply chain constraints and customer site access as a result of COVID-19 and the expiration of governmental subsidies in our wind power business. By product offering, net sales improved in service & spare and critical infrastructure & solutions by $25.0 and $2.5, respectively, which was slightly offset by lower sales of $1.3 in integrated rack solutions. Additionally, Asia Pacific net sales were negatively impacted by foreign currency of approximately $41.8.
Operating profit (loss) in the first nine months of 2022 was $193.3, an increase of $8.0 compared with the first nine months of 2021. Margin increased primarily due to stronger sales in India, price realization, and slightly offset by the impact of increased commodity and logistics costs.
Europe, Middle East & Africa
(Dollars in millions)Nine months ended September 30, 2022Nine months ended September 30, 2021$ Change% Change
Net sales$965.9 $834.1 $131.8 15.8 %
Operating profit (loss)152.4 154.8 (2.4)(1.6)
Margin15.8 %18.6 %
Europe, Middle East & Africa net sales were $965.9 in the first nine months of 2022, an increase of $131.8, or 15.8% from the first nine months of 2021. Sales increases were primarily due to E&I sales of $211.0 and higher selling prices, partially offset by the loss of net sales of $57.2 due to our divestment of the heavy industrial UPS business. By product offering, net sales improved in critical infrastructure & solutions by $148.5 mostly related to E&I sales, improvements in integrated rack solutions by $5.2, and slightly offset by a $21.9 decrease in service & spares. Additionally, Europe, Middle East & Africa net sales were negatively impacted by foreign currency of approximately $116.1.
Operating profit (loss) in the first nine months of 2022 was $152.4, a decrease of $2.4 compared with the first nine months of 2021. Margin declined primarily due to increased commodity and logistic costs exceeding price realization.
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 $372.6 and $349.4 in the first nine months of 2022 and 2021, respectively. Corporate and other costs increased $23.2 compared with the first nine months of 2021 primarily due to increased research and development costs of $16.7, and IT investments of $8.2.
29
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. As previously disclosed in our 2021 Form 10-K, on October 22, 2021, Vertiv Group Corporation (the “Vertiv Group”), completed its offering (the “Offering”) of $850.0 aggregate principal amount of its Senior Secured Notes due 2028 (the “Notes”) in a private placement at par. The Notes will bear interest at a fixed rate of 4.125% per annum and mature on November 15, 2028.
We believe our current cash and cash equivalent levels, 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 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 and financing markets on acceptable terms.
At September 30, 2022, we had $258.0 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 $570.0 of revolving borrowings, with separate sublimits for letters of credit and swingline borrowings and an uncommitted accordion of up to $30.0. At September 30, 2022, Vertiv Group and certain other subsidiaries of the Company had $273.1 of availability under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $16.9, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility. At September 30, 2022, there was a $280.0 balance on the ABL Revolving Credit Facility.
On September 20, 2022, the Borrower and certain subsidiaries entered into the Sixth Amendment and the Seventh Amendment to the ABL Revolving Credit Facility. Among other modifications, the Sixth Amendment converts the interest rate benchmark for currently outstanding and future revolving loans from LIBOR to Secured Overnight Financing Rate, with a 10 basis points credit spread adjustment for all available tenors, EURIBOR, and SONIA, as applicable. Under the Seventh Amendment, the U.S. revolving loan commitments with the U.S. tranche was increased by $115 to a total loan commitment of $570 under the ABL Revolving Credit Facility. All other material provisions of the ABL Revolving Credit Facility were unchanged, including the March 2, 2025 maturity date.
Long-Term Debt Obligations
Our long-term debt obligations are discussed in “Note 6 — Debt” in Part I. Item I. of this Form 10-Q, which contains further details of the long-term debt arrangements reflected in our Unaudited Condensed Consolidated Financial Statements, which debt was issued by the Company and certain of our subsidiaries as borrowers, co-borrowers or guarantors. “Note 11 — Financial Instruments and Risk Management” in Part I. Item I. of this Form 10-Q addresses our approach to interest rate risk management through the use of swaps to mitigate the effects of increases in interest rates.
Summary Statement of Cash Flows
Nine Months Ended September 30, 2022 and 2021
(Dollars in millions)20222021$ Change% Change
Net cash provided by (used for) operating activities$(333.5)$174.4 $(507.9)(291.2)%
Net cash used for investing activities(74.7)(46.7)(28.0)(60.0)
Net cash provided by (used for) financing activities244.7 86.5 158.2 182.9 
Capital expenditures(61.7)(43.3)(18.4)(42.5)
Investments in capitalized software(8.0)(9.5)1.5 15.8 
30
Table of contents
Net Cash provided by (used for) Operating Activities
Net cash used for operating activities was $333.5 in the first nine months of 2022, a $507.9 decrease in cash generation compared to the first nine months of 2021. Net income from operations of $50.0 included $113.4 of net non-cash expense items, consisting of a gain on the change in fair value of warrant liabilities of $124.0 and deferred taxes of $22.0, offset by depreciation and amortization of $231.9, non-cash stock-based compensation expense of $20.1 and amortization of debt discount and issuance costs of $7.4. Trade working capital used $448.0 in comparison to $160.0 in the first nine months of 2021, primarily as a result of increased accounts receivable associated with higher sales volume, inventory build to support forecasted sales and to meet customer demand, and a $8.7 payment related to a litigation settlement. Refer to “Note 15 — Commitments and Contingencies” in Part I. Item I. of this Form 10-Q for additional information related to this settlement.
Net Cash used for Investing Activities
Net cash used for investing activities was $74.7 in the first nine months of 2022 compared to net cash used for investing activities of $46.7 in the first nine months of 2021. The increased use of cash over the comparable period was primarily the result of increased capital expenditures and a $5.0 increase related to measurement period adjustment due to a final working capital adjustment to the purchase price.
Net Cash provided by (used for) Financing Activities
Net cash provided by financing activities was $244.7 in the first nine months of 2022 compared to $86.5 provided by in the first nine months of 2021. The increase was primarily the result of the net borrowings of $280.0 under the ABL Revolving Credit Facility, partially offset by the lack of proceeds from the exercise of public warrants totaling $107.5 in 2021.

31
Table of contents
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. 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 Unaudited Condensed Consolidated 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 Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. The 2021 financial statements, as part of the 2021 Form 10-K, 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 the 2021 Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material changes in our quantitative and qualitative market risk disclosures from those described in our 2021 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains (a) disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and (b) internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
The Company’s management, with the participation of its Chief Executive Officer and its Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2022 (the end of the period covered by this Quarterly Report on Form 10-Q). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2022, the Company’s disclosure controls and procedures were effective in ensuring that material information for the Company, including its consolidated subsidiaries, required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that it is accumulated and communicated to management, including our principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

The Company completed the acquisition of E&I as of November 1, 2021. As such, E&I has been excluded from the Company’s assessment of internal control over financial reporting. Companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission.
32
Table of contents
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
With the exception of the below, the Company is not a party to any material, pending legal proceedings or claims at September 30, 2022. From time-to-time, the Company may be a party to, or otherwise involved in, legal proceedings arising in the normal course of business. The nature of the Company’s business ordinarily results in a certain amount of pending as well as threatened claims, litigation, investigations, regulatory and legal and administrative cases, matters and proceedings, all of which are considered incidental to the normal conduct of business. When the Company determines that it has meritorious defenses to the claims asserted, the Company vigorously defends itself. The Company considers settlement of cases when, in management’s judgment, it is in the best interests of both the Company and its shareholders to do so.
On May 3, 2022, a putative securities class action, In re Vertiv Holdings Co Securities Litigation, 22-cv-3572, was filed against Vertiv, certain of the Company’s officers and directors, and other defendants in the Southern District of New York. Plaintiffs filed an amended complaint on September 16, 2022. The amended complaint alleges that certain of the Company’s public statements were materially false and/or misleading with respect to inflationary and supply chain pressures and pricing issues, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended. These claims are asserted on behalf of a putative class of all persons and entities that (i) purchased Vertiv securities between February 24, 2021 and February 22, 2022; and/or (ii) purchased Vertiv securities in or traceable to the November 4, 2021 secondary public offering by a selling stockholder pursuant to a resale registration statement. While the Company believes it has meritorious defenses against the plaintiffs’ claims, the Company is unable at this time to predict the outcome of this dispute or the amount of any cost associated with its resolution.
ITEM 1A. RISK FACTORS
Item 1A. Risk Factors
Other than as noted below, there have been no material changes to the Company’s risk factors presented in Part 1, Item 1A of the 2021 Form 10-K.
In order to successfully operate, we must identify, attract, develop, train, motivate and retain key employees, and failure to do so could seriously harm us.
In order to successfully operate as an independent public company and implement our business plans, we must identify, attract, develop, motivate, train and retain key employees, including qualified executives, management, engineering, sales, marketing, IT support and service personnel. The market for such individuals may be highly competitive. We may not be successful in attracting, integrating or retaining qualified personnel to meet our current growth plans or future needs. Our productivity may be adversely affected if we do not integrate and train our new employees quickly and effectively. Attracting and retaining key employees in a competitive marketplace requires us to provide a competitive compensation package, which often includes cash and equity-based compensation. If our total compensation package is not viewed as competitive, our ability to attract, motivate and retain key employees could be weakened and failure to successfully hire or retain key employees and executives could adversely impact us.
Changes in our executive management team may also cause disruptions in, and harm to, our business and failure to have an effective succession plan in place for our key executive officers could significantly delay or prevent us from achieving our business and/or development objectives and could materially harm our business. As previously disclosed, Rob Johnson, our Chief Executive Officer, announced that he will retire effective December 31, 2022, for health reasons, and Giordano Albertazzi was appointed to replace him as Chief Executive Officer effective January 1, 2023. Although the Company has taken a number of steps to facilitate an effective succession plan and reduce the challenges associated with a transition of this type, including the inclusion of a post-employment consulting agreement with Mr. Johnson, any failure to ensure effective transfer of knowledge and a smooth transition could disrupt or adversely affect our business, results of operations, financial condition, and prospects.
We are required to pay the Vertiv Stockholder for a significant portion of the tax benefits relating to pre-Business Combination tax assets and attributes, regardless of whether any tax savings are realized.
On December 10, 2019 we entered into a tax receivable agreement (“Tax Receivable Agreement”), which generally provided 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-
33
Table of contents
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.
On December 31, 2021, the Company and the Vertiv Stockholder agreed to amend and supplement the Tax Receivable Agreement to replace our remaining payment obligations under the Tax Receivable Agreement with an obligation to pay $100 in cash in two equal installments. The first installment payment was scheduled to be due on or before June 15, 2022 and the second installment was scheduled to be due on or before September 15, 2022. On June 15, 2022, the Company and the Vertiv Stockholder agreed to further amend the payment schedule under the Tax Receivable Agreement into three installment payments wherein the first installment payment of $12.5 became due and was paid on June 15, 2022, the second installment of $12.5 became due and was paid on September 15, 2022, and the third installment of $75 will be due on or before November 30, 2022. Upon receipt of the third installment payment, the Tax Receivable Agreement will terminate and we will not be required to make any further payments to the Vertiv Stockholder. In the event of a change of control of us prior to delivery of all installment payments, all unpaid installment payments (together with any accrued interest thereon) will accelerate and become payable upon the consummation of such change of control. In addition, in the event of a material breach by us of any of our material obligations under the amended Tax Receivable Agreement, all unpaid obligations will accelerate and become payable immediately and will accrue interest at a rate equal to the lesser of the Default Rate and the Maximum Rate (each, as defined in the amended Tax Receivable Agreement) until satisfied in full.
The acceleration of our obligations could have a substantial negative impact on our liquidity. Additionally, the obligation to make payments under the amended Tax Receivable Agreement, including the acceleration of our obligation to make payments in the event of a change of control, could make us a less attractive target for a future acquisition.
Because we do not presently know the tax savings we may realize in future periods, it is possible that the actual cash tax savings realized by us may be significantly less than the corresponding payments we are required to make under the amended Tax Receivable Agreement.
For more information about the Tax Receivable Agreement, please see the section entitled “Item 1. Business — Business Combination — Related Agreement — Tax Receivable Agreement” of the 2021 Form 10-K.
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
Not applicable.
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.


34
Table of contents
ITEM 6. EXHIBITS
EXHIBIT INDEX
Exhibit No.Description
10.1
10.2
10.3
10.4
10.5
10.6
10.7
31.1
31.2
32.1
32.2
101.INS
The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL: (i) Unaudited Condensed Consolidated Statements of Earnings (Loss), (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Unaudited Condensed Consolidated Balance Sheets, (iv) Unaudited Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags
101.SCHInline XBRL Taxonomy Extension Schema (filed herewith)
101.CALInline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEFInline XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LABInline XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PREInline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
104
Cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL (and contained in Exhibit 101)


35
Table of contents
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: October 31, 2022
Vertiv Holdings Co
/s/ Rob Johnson
Name: Rob Johnson
Title: Chief Executive Officer
/s/ David Fallon
Name: David Fallon
Title: Chief Financial Officer

36
Exhibit 10.1
                                        
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

This First Amendment (“Amendment”) to the Employment Agreement entered into by and between Vertiv Corporation and Stephen Hen I Liang with effective date of January 1, 2022 ("Agreement") is made by and between Vertiv Corporation, an Ohio corporation with an office located at 1050 Dearborn Drive, Columbus, OH 43085 ("Vertiv") and Stephen Hen I Liang (“Liang”) and is effective as of August 5, 2022 (“Effective Date”).

Vertiv and Liang desire to amend the existing Agreement between them to account for certain changes to Liang’s base salary and title.

NOW, THEREFORE, the parties agree as follows:

A.First paragraph of the preamble of the Agreement is hereby deleted and replaced with the following:

“The letter confirms your employment with Vertiv Corporation as Chief Technology Officer and Executive Vice President, Infrastructure and Solutions. The terms and conditions of your employment relationship with Vertiv (Hong Kong) Holdings Limited are generally not addressed in this letter, except as otherwise noted.”

B.Section 2, first paragraph, of the Agreement is hereby deleted and replaced with the following:

“Your base salary is USD $630,000 per annum, payable on 12 months basis, subject to applicable withholding as provided in Section 13.”

C.Except as herein modified or amended, the terms and conditions in the Agreement shall remain unchanged and are in full force and effect. The Agreement, together with this Amendment, embodies the entire agreement and understanding of the parties hereto, and supersedes all prior or contemporaneous written or oral communications or agreements between Vertiv and Liang, regarding the subject matter hereof. The Agreement may only be amended by a signed, written agreement between Vertiv and Liang.

D.This Amendment may be executed in two counterparts each of which shall be an original and together which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

Vertiv Corporation                    Stephen Hen I Liang


By:    /s/ Rob Johnson              /s/ Stephen Hen I Liang    
Rob Johnson, Chief Executive Officer                     
1
Exhibit 10.2
                                    
Confidential Separation Agreement and General Release and Waiver of Claims

This Confidential Separation Agreement and General Release and Waiver of Claims (“Agreement”) is made by and between Jason Forcier (the “Employee,” “YOU” or “YOUR”) and Vertiv Group Corporation (which owns Vertiv Corporation) and Vertiv Holdings Co, Employee’s current employer (collectively, the “Company”) (each, a “Party” and, collectively, the “Parties”).

1.    Separation Pay and Benefits. Specifically in consideration of YOUR signing this Agreement, which includes a full and complete release of claims, and subject to the limitations, obligations, and other provisions in this Agreement, Company agrees to provide the following:

a.    Salary Continuation and Target Bonus. Your last day will be November 1, 2022 (the “Separation Date”). If YOU are, and at all times have been, in full compliance with the terms of this Agreement, the Company will pay YOU:

(1)    fifty-two (52) weeks of severance (“Salary Continuation Period”) at YOUR bi-weekly base salary, $500,000 per annum; and

(2)    the equivalent of one hundred percent of YOUR current annual VIP bonus (100% of YOUR base compensation rate), which is equal to $500,000;
less applicable taxes and withholdings with checks (or direct deposit vouchers) being mailed to YOUR home address on the regular biweekly payroll cycle during the Salary Continuation Period. The severance amounts above will be paid on the same payroll schedule that Company normally delivers wages, consistent with Company’s regular payroll policies and practices. To the extent amounts are exempt from Code Section 409A, the VIP bonus equivalent amount above will be paid in the first biweekly payroll cycle in January 2023. It is anticipated that approximately $478,076.92 will be exempt therefore paid in January 2023, and the balance will be paid in the last two pay periods in October 2023 of $2,692.30 in the first pay and $19,230.78 in the second pay period. The foregoing amounts are based on certain assumptions and will be adjusted to the extent necessary under the 409A rules. A schedule of payments to be paid per pay period for the Salary Continuation and the Target Bonus is attached hereto as Exhibit A

b.    Equity Grants. Following the Separation Date, YOUR Restricted Stock Units (“RSUs”) will continue to vest as originally scheduled. With respect to Stock Options that are vested on the Separation Date, you shall have three (3) years to exercise subsequent to the Separation Date. For purposes of clarity, any unvested Stock Options as of the Separation Date will be forfeited. A schedule of YOUR RSUs, PIPE Shares and Options is attached hereto as Exhibit B.

c.    Cooperation after Separation Date. To the extent Company determines that YOU possess information relevant to litigation, potential litigation, investigations by government agencies, potential investigations by government agencies, internal investigations, or otherwise, that relates to activities that occurred during the term of Employee’s employment with Company, Employee agrees to make himself reasonably available to provide information and assistance, including, but not limited to, meeting with Company’s counsel, interviews, attending or appearing as a witness at depositions, hearings, pretrial preparation and trial testimony, or other court or administrative proceedings, reviewing documents, and responding to requests for information from government authorities, opposing parties, outside and in-house counsel and otherwise. Company agrees to accommodate Employee’s other commitments in scheduling any such interviews, depositions, pretrial preparation and trial testimony, or information requests, insofar as is reasonably practicable to minimize inconvenience to Employee.

    1

d.    Health Care Continuation Coverage. Your active employee health coverage will end on November 1, 2022. You will be eligible to continue your health insurance benefits via continued coverage under COBRA at your option. Other health insurance options may be also available on the health insurance marketplace. More information is available at https://www.healthcare.gov/get-coverage. To assist you with obtaining health insurance coverage the Company will provide you with a one-time additional taxable cash payment of $24,000 in the first full regular payroll period after November 1, 2022. This health insurance subsidy may be used towards COBRA costs, marketplace coverage costs or to offset your future healthcare expenses.

The payments and benefits described in Sections 1(a) and 1(b) above will be provided only if YOU sign and do not revoke this Agreement within the applicable revocation period and, at all times, YOU are in compliance with YOUR obligations under this Agreement and any other applicable documents (otherwise, such payments and benefits will be forfeited). Any payments held up pending the effluxion of the revocation period will be paid on the first regular payroll date after it expires. Upon receipt of the consideration provided for under this Agreement, YOU acknowledge YOU will have been paid all compensation and reimbursable expenses to which YOU are or may be entitled.

2.    Release of Claims. In exchange for the valuable consideration described in Section 1, to which YOU would not otherwise be entitled and the adequacy of which is hereby acknowledged, by signing this Agreement YOU, for yourself, YOUR spouse, YOUR marital community, and anyone who has or obtains legal rights or claims through YOU, agrees to the following:

a.    YOU hereby forever release and discharge Company, including all of their past and present employee benefit, stock and pension plans and funds, divisions, subsidiaries, affiliated entities, successors, assigns, heirs, predecessors in interest, joint ventures, commonly controlled corporations and related entities, and all of their past and present agents, employees, representatives, officers, directors, shareholders, attorneys, accountants, insurers, reinsurers, fiduciaries, administrators, and trustees, whether acting as an agent for Company or in an individual or any other capacity (collectively “Released Parties”) from any and all causes of actions, charges, complaints, suits, claims, demands, obligations, costs, losses, damages, rights, judgments, attorneys’ fees or other fees, expenses, bonds, bills, penalties, fines, and all other liabilities of any kind whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, including but not limited to those arising from any acts or omissions occurring up to and including the date YOU sign this Agreement, including those arising under any theory of law, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether known or unknown, whether in law or in equity, which YOU or they had or may claim to have by reason of any actual, alleged or threatened act, omission, transaction, practice, plan, policy, procedure, conduct, statement, occurrence or other matter, or any number or combination thereof.

Such released claims include, without limitation, any and all claims of discrimination on the basis of race, color, sex, sexual harassment, religion, retaliation, creed or national origin under Title VII of the Civil Rights Act of 1964, as amended, or on the basis of age under the Age Discrimination in Employment Act of 1967, as amended, or on the basis of disability under the Americans with Disabilities Act, or on the basis of sex under the Equal Pay Act; any and all claims of pay discrimination under Title VII of the Civil Rights Act, Lilly Ledbetter Fair Pay Act, Americans with Disabilities Act, and Age Discrimination in Employment Act; any and all claims of discrimination on the basis of race, color, sex, sexual harassment, sexual orientation, gender identity, marital or familial status, creed, national origin, retaliation, age, religion and disability under any and all applicable state statutes and/or county and city ordinances including but not limited to the Michigan Elliott-Larsen Civil Rights Act; Michigan Persons With Disabilities Civil Rights Act; Michigan Whistleblowers’
    2

Protection Act; Michigan Bullard-Plawecki Employee Right to Know Act; Michigan Payment of Wages and Fringe Benefit Act; Michigan Minimum Wage Act; Michigan Occupational Safety and Health Act; Ohio Fair Employment Practices Act – Ohio Rev. Code Ann. § 4112.01, et seq.; Ohio Statutory Provisions Regarding Retaliation/Discrimination for Filing Worker’s Compensation Claim – Ohio Rev. Code Ann. § 4123.90; Ohio Equal Pay Law – Ohio Rev. Code Ann. § 4111.13 et seq.; Ohio State Wage Payment and Work Hour Laws - Ohio Rev. Code Ann. § 4111.01, et seq.; Ohio Political Action of Employees Laws; Ohio Witness and Juror Leave Laws - Ohio Rev. Code Ann. § 2313.18, et seq.; Ohio Voting Leave Laws - Ohio Rev. Code Ann. § 3599.06, et seq.; Ohio Military Family Medical Leave Act - Ohio Rev. Code Ann. § 5906.01, et seq.; claims based on a violation of Ohio public policy; and any discrimination/retaliation claims under § 1981 of the Civil Rights Act of 1866; any other claims of discrimination and retaliation under local, state or federal law, regulation or Executive Order; any claims under the Older Worker Benefit Protection Act; any and all claims under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act, including any claims in contract or tort; any and all wrongful termination causes of action, including the covenant of good faith and fair dealings, breach of an implied or express contract, negligent or intentional infliction of mental distress, promissory estoppel/detrimental reliance, defamation, negligent retention; any claims for lost wages, benefits, expenses, severance, compensatory or punitive damages, attorneys’ fees, and all claims for any other type of damage relief; any and all claims under the Worker Adjustment and Retraining Notification (WARN) Act; any and all claims under the Family and Medical Leave Act (FMLA); any and all claims under any state labor laws; and any and all claims under the Employee Retirement Income Security Act (ERISA).

b.    YOU warrant and represent that (a) YOU have not filed or authorized the filing of any complaints, charges, or lawsuits against Company or any of the Released Parties with any governmental agency, court, or self-regulatory organization (“SRO”) and that if, unbeknownst to YOU, such a complaint, charge or lawsuit has been filed on YOUR behalf, YOU will immediately cause it to be withdrawn and dismissed; (b) without waiving any prospective or retrospective rights under the Fair Labor Standards Act (FLSA), YOU have been paid all compensation, wages, bonuses, commissions, and/or benefits to which YOU may be entitled; (c) YOU have no known workplace injuries or occupational diseases, nor are YOU aware of any facts (including any injuries or illnesses) that might lead YOU to file a workers’ compensation claim against any of the Released Parties; (d) YOU have been provided and/or have not been denied any leave requested under the Family and Medical Leave Act or any similar state law; and (e) the execution, delivery and performance of this Agreement by YOU does not and will not conflict with, breach, violate, or cause a default under any agreement, contract or instrument to which YOU are a party or any judgment, order or decree to which YOU are subject.

c.    It is the intent of the Parties to release all claims of Employee that can legally be released but no more than that.

d.    YOU are not, by signing this Agreement, releasing or waiving (1) any existing vested interest YOU may have in any 401(k) or profit sharing plan by virtue of YOUR employment with Company; (2) any rights or claims that may arise after this Agreement is signed; (3) the post-employment benefits and payments specifically promised to YOU under this Agreement; (4) the right to institute legal action for the purpose of enforcing the provisions of this Agreement; or (5) any claim YOU have against the Company or any Released Party for indemnification under that certain Indemnification Agreement between YOU and Vertiv Holdings Co, which shall continue despite the termination of your employment (i.e., such
    3

termination shall have no adverse impact on any of YOUR rights thereunder and the Company shall remain fully liable under such Indemnification Agreement). It is the express intent of the Parties that the Indemnification Agreement and all the Company’s obligations in its bylaws or otherwise to indemnify YOU shall continue notwithstanding the termination of YOUR employment).

e.    Except as may be necessary to enforce this Agreement, and to the fullest extent permitted by law, YOU agree not to permit, authorize, initiate, encourage, support, join, or continue any lawsuit, complaint, arbitration, or other legal proceeding against any of the Released Parties based in whole or in part on any claim covered by this Agreement. YOU further agree that YOU will not permit yourself to be a member of any class in any court or in any arbitration proceeding seeking relief against any of the Released Parties based on claims released by this Agreement, and that even if a court or arbitrator rules that YOU may not waive a claim released by this Agreement, YOU will not accept or be entitled to any money damages or other relief in connection with any other action or proceeding asserting any of the claims against any of the Released Parties.

f.    Notwithstanding the above, nothing in this Agreement shall be construed to limit YOUR right to seek or obtain a whistleblower award from the Securities and Exchange Commission (“SEC”) pursuant to Section 21F of the Exchange Act or to receive an award for information provided to any government agency, nor does it limit YOUR ability to communicate with any government agencies or otherwise participate or cooperate with an investigation conducted by the Equal Employment Opportunity Commission, SEC, or other federal or state government agency, including providing documents or other information, without notice to Company. YOU agree that this Agreement may be pled as a complete bar to any action or suit before any administrative body or court with respect to any complaint or claim arising under any federal, state, local, and/or other law relating to any possible claim that exists, or may have existed, that relates in any way to Company based on any events occurring up to and including the date that YOU sign this Agreement.

3.    Return of Property. By signing this Agreement, YOU acknowledge and agree that all documents and materials relating to the business or the services provided by Company are the sole property of Company. By signing this Agreement, YOU further agree and represent that, as soon as possible after the Separation Date, but at the latest within five (5) business days of the Separation Date, YOU will return all Company property within YOUR possession or control to Company, including but not limited to, all external media devices, and other devices; keys, access or identification cards, and credit cards; employee, customer, financial, engineering, marketing records, and all other documents, materials and Confidential Information (as defined herein), whether on computer disc, hard drive, or other form, and all copies thereof that in any manner relate to the business of or the duties and services YOU performed on behalf of Company, unless otherwise agreed to by the Company. Notwithstanding the foregoing, and in consideration of YOUR obligations under this Agreement, YOU may retain the Company issued printer, laptop, and cell phone, conditioned on the cell phone and laptop being backed up and/or replicated to comply with any litigation holds, and then wiped clean of all Company information and software. In order to accomplish this, YOU shall provide the cell phone and laptop to Donna Carter for this purpose within five (5) business days of the Separation Date, and shall cooperate with the Company’s IT Department to ensure the cell phone and laptop are backed up and/or replicated to comply with any litigation holds and then appropriately wiped clean of all Company information.

4.    Non-disparagement. YOU agree that YOU have not and will not engage in any conduct that is injurious to the reputation or interests of Company or the Released Parties, or any of their officers, directors, employees, or agents, including but not limited to publicly disparaging (or
    4

inducing or encouraging others to publicly disparage) Company or the Released Parties, or any of their officers, directors, employees, or agents, or disclosing any of the facts or circumstances surrounding any allegations raised by YOU and/or surrounding the ending of YOUR employment with Company. For purposes of this Agreement, the term “disparage” includes without limitation making any comments, written or oral, or statements to any third party, the press, or other media regarding Company, the Released Parties, or any of their officers, directors, employees, or agents; any individual or entity with whom Company has a business relationship; or any other third party that could adversely affect in any manner (a) the conduct of Company’s business or the business reputation of Company, the Released Parties, or any director, officer, employee, or agent thereof, or (b) the personal reputation of any director, officer, employee, or agent of Company or the Released Parties. Likewise, the Company, in its corporate capacity, shall not engage in conduct that is injurious to YOUR reputation or interests. Following the Separation Date, if the Company offers the reason for your employment separation to any party (including the Vertiv Board of Directors) either on its own initiative or in response to an inquiry, the Company, in its corporate capacity, shall respond that, “While the Company generally does not comment on the performance of prior employees, I will note that Mr. Forcier was not able to commute from Michigan to Ohio for work five days per week.” The foregoing portion of this Section shall apply only to representatives of the Company at the level of executive officer or individuals acting at their direction. In addition, the Company, in its corporate capacity, will provide a letters of recommendation to Mr. Forcier for employment affiliated with similar roles, consulting, boards or any other roles within a reasonably requested timeframe.
5.    Post-Employment Restrictions.
a.    Definition of Key Terms.
(1.)    “Business Contact” means contact that is intended to establish or strengthen a business or professional relationship for Vertiv, regardless of whether the contact is with a customer directly assigned to YOU or a customer with which YOU otherwise had contact in furtherance of the YOUR job duties.
(2.)    “Business of Vertiv” means provision of mission critical equipment for vital applications in data centers, communication networks, and commercial and industrial environments throughout the United States and abroad through its various Business Units including, but not limited to, design, engineering, manufacturing, and sales of products, services and software as of the Separation Date to Customers throughout the world.
(3.)    “Business Units” means one or more of the businesses within Vertiv. YOU understand that Vertiv intends to keep the restrictions in this Agreement narrow by defining Business Units as a means of identifying the actual work YOU perform for the Company and potential competitive activity as it relates to YOUR employment and post-employment activities and not as a means of broadening such activity to Business Units for which YOU did not work.
(4.)    “Competing Business” means any individual (including YOU), corporation, limited liability company, partnership, joint venture, association, or other entity, regardless of form, that is directly engaged in whole or in relevant part in any business or enterprise that is the same as, or substantially the same as, the Business of Vertiv, or that is taking material steps to engage in such business.
(5.)    “Confidential Information” means (i) competitively sensitive information, (ii) of importance to Vertiv, (iii) that is kept in confidence by Vertiv, (iv) that becomes known to YOU through YOUR employment with Vertiv, and (v) that is not a trade secret under the Ohio Trade Secrets Act, the Defend Trade Secrets Act of 2016, or other applicable law, as
    5

trade secrets are and shall remain separately protected and enforceable pursuant to applicable law. Assuming the foregoing criteria are met, Confidential Information includes, but is not limited to, information about Vertiv’s operations, services, research and development of Vertiv’s operations or services, names and other listings of Customers or Prospective Customers, proposals to any Customers or Prospective Customers, the terms of any arrangements or agreements with any Customers or Prospective Customers, including payment and pricing information, the implementation of Customer-specific projects, the composition or description of future services that will or may be offered by Vertiv, marketing strategies, financial and sales information, and technical expertise and know-how developed by Vertiv, including the unique manner in which Vertiv conducts its business. Confidential Information further includes the whole or any portion of any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique, improvement, business information or plans, financial information, purchasing data, supplier data, or accounting data research or development information, manufacturing procedures, processes, or information, or engineering information that has not been published or disseminated or otherwise become a matter of general public knowledge. Confidential Information also includes information disclosed to Vertiv by any third party (including, but not limited to, Customers or Prospective Customers) that Vertiv is required to treat as confidential. Confidential Information shall not include information readily available in the public domain so long as such information was not made available through the wrongdoing or fault of YOU or any other individual.
(6.)    “Customers” means those individuals, companies, or other entities for whom Vertiv has provided or does provide products or services in connection with the Business of Vertiv in the one (1) year period preceding the Separation Date.
(7.)    “Prospective Customers” means those individuals, companies, or other entities whom Vertiv has provided written proposals concerning the Business of Vertiv in the one (1) year period preceding the Separation Date.
(8.)    “Restricted Territory” means the geographic territory in which any Business Unit of Vertiv operates and competes for business if, in the two (2) year period preceding the Separation Date, YOU: (1) performed work for the Business Unit; (2) had responsibility over the Business Unit; (3) had access to Confidential Information and/or Trade Secrets of the Business Unit; or (4) had Business Contact with Customers or Prospective Customers of the Business Unit.
(9.)    “Trade Secret(s)” means information defined as a trade secret by the Ohio Trade Secrets Act or Defend Trade Secrets Act of 2016 or other applicable law.
(10.)    “Vendors and Suppliers” means any individuals, companies, or government entities that supply materials or services to Vertiv in furtherance of the Business of Vertiv, regardless of whether or not they are also a Competing Business.
b.    Trade Secret and Confidential Information.
Following YOUR Separation Date, YOU agree that YOU will not, either individually or for the benefit of any other person or entity, or as an employee of any other person or entity, directly or indirectly: use, disclose reproduce, distribute, or otherwise disseminate Vertiv’s Confidential Information or Trade Secrets, or take any action causing, or fail to take any action necessary to prevent any such information, to lose its character or cease to qualify as Confidential Information or a Trade Secret, unless (i) specific written authorization is granted by Vertiv; (ii) YOU are required to do so by law or by order of a Court of competent jurisdiction; or (iii) a court of competent jurisdiction determines that a shorter timeframe for
    6

non-disclosure is required, which, in any event, shall not be less than two (2) years following the Separation Date. YOU agree that YOU will not use any Confidential Information or Trade Secrets to compete with Vertiv, directly or indirectly, for YOUR own benefit or for the benefit of any other person or entity. YOU agree to ask Vertiv if YOU have any questions about whether particular information is Confidential Information or a Trade Secret before using or disclosing such information. For example, YOU agree to contact Vertiv if YOU take a job with an entity that is not a Competing Business (e.g., a vendor, insurance provider, or government agency) where that job will require YOU to use or disclose Confidential Information or Trade Secrets such as pricing or contracting information in a manner that could adversely affect Vertiv.
However, nothing in this Agreement is intended to be or will be construed to prevent, impede, or interfere with any right of any person to respond accurately and fully to any question, inquiry, or request for information regarding employment with Vertiv when responding to any inquiry from, or providing truthful testimony and information to, any Federal, State, or other regulatory authority in the course of an investigation or proceeding authorized by law and carried out by such agency. In such circumstances, there is no requirement to contact Vertiv, before engaging in communications with any Federal, State or other regulatory authority. Further, nothing in this Agreement is intended to restrict Employee’s legally protected right to discuss wages, hours or other working conditions with co-workers or in any way limit Employee’s rights under the National Labor Relations Act or any Whistleblower Act.
Further, YOU may disclose Trade Secrets in confidence, either directly or indirectly, to a Federal, State, local governmental official or attorney, solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. Additionally, if a retaliation complaint or other document is filed in a lawsuit for reporting a suspected violation of law, YOU may disclose related Trade Secrets to YOUR attorney and use them in related court proceedings as long as YOU file documents containing Trade Secrets under seal and do not otherwise disclose Trade Secrets except pursuant to court order.
c.    Non-Competition and Non-Solicitation.
YOU acknowledge that in YOUR position, YOU play(ed) a management role in the oversight of and business or activities of Vertiv. As such, YOU agree that the following covenants and restrictions are reasonable and necessary to protect Vertiv’s legitimate interests including, but not limited to, the preservation of Confidential Information and Trade Secrets it provided to YOU and customer relationships/goodwill:
(1.)    Restrictions on Competing Against Vertiv. YOU agree that for a period of twelve (12) months from the Separation Date (i.e. during the Salary Continuation Period), YOU will not, directly or indirectly, own, manage, operate, join, control, be employed by or with, or participate in any manner with a Competing Business that competes with any Business Unit for which YOU performed work, or for which YOU had access to Confidential Information and/or Trade Secrets, during the last two (2) years prior to the Separation Date anywhere in the Restricted Territory where: (1) doing so will require YOU to provide the same or substantially similar services to any such Competing Business as those which YOU provided to Vertiv during the last two (2) years prior to the Separation Date; (2) YOUR role would involve the use, potential use or inevitable disclosure of Vertiv’s Confidential or Trade Secret Information; or (3) YOUR role would involve contact with Customers or Prospective Customers with which YOU had business contact. In accordance with Opinion 2020-01 of the Ohio Board of Professional Conduct, this provision is not intended to and does not restrict YOUR right to practice law.
    7

To the extent that the provisions of Section 5.C (Non-Competition and Non-Solicitation) conflict with any other agreement signed by YOU relating to competition or solicitation, the provisions that are most protective of Vertiv’s interests, and the interests of any of its subsidiaries or affiliates’, shall govern.
(2.)    Restrictions on Interfering with Employment Relationships with Vertiv. YOU agree that for a period of twelve (12) months from the Separation Date, YOU will not, either directly or indirectly, solicit, call upon, or take away any employee of Vertiv, nor will YOU attempt to or assist anyone else to hire, solicit, call upon, or take away any employee of Vertiv, nor will YOU seek to persuade or assist anyone else to persuade any such employee to discontinue employment with Vertiv. For purposes of this provision, “employee” shall mean any employees or officers who were employed by Vertiv at the time of YOUR Separation Date.
(3.)    Non-Solicitation of Customers and Prospective Customers. YOU agree that for a period of twelve (12) months from the Separation Date, YOU will not, either directly or indirectly, solicit, divert, or appropriate, or attempt to solicit, divert or appropriate, any Customer or Prospective Customer with whom YOU have had Business Contact in the twelve (12) month period prior to the Separation Date, or about whom YOU have any Confidential Information or Trade Secrets, for the purpose of providing services that are the same as or substantially similar to those provided in the Business of Vertiv.
d.    Non-Interference of Vendors and Suppliers.
YOU agree that following the Separation Date, YOU will not directly or indirectly interfere with Vertiv’s relationships with its vendors and suppliers in any manner that is prohibited by contract or law.
e.    Survival.
YOU acknowledge and agree, in light of the scope of Vertiv's business and its legitimate interests in protecting its business, confidential information, customer relationships and customer good will, that the provisions contained in this Agreement above are reasonable and should be fully enforceable. Each restriction set forth in this Agreement shall survive the termination of YOUR employment. The existence of any claim or cause of action against Vertiv shall not constitute a defense against the enforcement by Vertiv of the post-employment restrictions in this Agreement. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, then such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still be legal, valid or enforceable.
f.    Disclosure of Agreement to Third Parties.
YOU agree to provide a redacted copy of this Agreement to any subsequent employer, person, or entity to which YOU intend to provide services that may conflict with any of YOUR obligations in this Agreement prior to engaging in any such activities. YOU agree that Vertiv will need to publicly disclose this document as required by law and that it may also provide a copy of this Agreement or a description of its terms to any Customer,
    8

subsequent employer, or other third party at any time as it deems necessary to protect its interests.
g.    Injunctive Relief.
YOU acknowledge that Vertiv is engaged in a highly competitive business and the post-employment restrictions contained in this Agreement are necessary to protect the legitimate business interests of Vertiv, including Company goodwill and Customer relationships, Confidential Information and Trade Secrets, and to prevent injury to Vertiv. YOU acknowledge and agree that a breach of any provision of this Agreement by YOU will cause serious and irreparable injury to Vertiv that will be difficult to quantify, and which may not be adequately compensated by monetary damages alone. Thus, in the event of a breach or threatened or intended breach of this Agreement by YOU, YOU agree that Vertiv will be entitled to an injunction, without first posting bond and without notice, restraining YOU from such breach or threatened breach. YOU further agree that nothing in this Agreement shall be construed to prohibit Vertiv from pursuing any and all other legal or equitable remedies available to it for breach of any of the provisions of this Agreement, including the disgorgement of any profits, commissions, or fees realized by YOU, any subsequent employers, any business owned or operated by YOU, or any of YOUR agents, heirs, or assigns, YOU also agree that the knowledge, skills, and abilities YOU possessed at the time of commencement of employment are sufficient to permit YOU to earn a livelihood satisfactory to YOU without violating any provision of this Agreement.  If any litigation or other court action, arbitration or similar adjudicatory proceeding is commenced by any party to enforce its rights under this Agreement against any other party, all fees, costs and expenses, including, without limitation, reasonable attorney’s fees and court costs, incurred by the prevailing party in such litigation, action, arbitration or proceeding shall be reimbursed by the losing party; provided, that if a party to such litigation, action, arbitration or proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation, action, arbitration or proceeding shall award a reimbursement of the fees, costs and expenses incurred by such party on an equitable basis.
6.    Confidentiality of Agreement. Until this Agreement is public, YOU agree to hold in strict confidence the negotiations resulting in, contents, and terms of this Agreement, except (1) as required by subpoena, court order, or applicable law; (2) to secure advice from a legal or tax advisor; (3) to YOUR immediate family; or (4) in a legal action to enforce the terms of this Agreement. YOU further agree to use every effort to prevent disclosure of the existence or terms of this Agreement by any of the persons referred to in (2) and (3) above. YOU agree that the contents of this Paragraph are a material term of this Agreement.

Notwithstanding the foregoing, Company recognizes that YOU may have questions pertaining to this Agreement and authorizes you to communicate with Tyler Nielsen, with regard to compensation and benefits questions and Stephanie Gill, for all other questions related to this Agreement.

7.    Remedies. In addition to all other remedies provided for hereunder, if YOU breach any term of this Agreement, Company shall be entitled to its available legal and equitable remedies to the full extent permitted by law, including but not limited to, an injunction and suspending and recovering any and all payments and benefits made or to be made under this Agreement.

8.    Non-Admission. It is expressly understood that this Agreement does not constitute, nor shall it be construed as, an admission by Company or Employee of any liability or unlawful conduct whatsoever. Company and YOU specifically deny any liability or unlawful conduct.

9.    Waiver. No waiver of any of the terms of this Agreement shall be effective unless in writing and signed by the party to be charged therewith. Email shall be deemed a “Writing” for the
    9

purposes of this Agreement. No waiver of any provision in this Agreement shall extend to or affect any obligation not expressly waived, impair any rights consequent on such obligation, or imply a subsequent waiver of that or any other provision.

10.    Successors and Assigns. In the event of YOUR death, your rights hereunder shall pass to YOUR estate, subject to the foregoing, this Agreement is personal to YOU and may not be assigned by YOU without the written agreement of Company. Company retains the right to transfer its rights and obligations under this Agreement to any successors and/or assigns. Notwithstanding the foregoing, Company hereby agrees to assign and transfer such rights and obligations hereunder to YOUR beneficiaries in accordance with the laws and regulations of Ohio which govern probate and intestate succession.

11.    Enforceability. If a court finds any term of this Agreement to be invalid, unenforceable, or void, the Parties agree that the court shall modify such term to make it enforceable to the maximum extent possible. If the term cannot be modified, the Parties agree that the term shall be severed and all other terms of this Agreement shall remain in effect.

12.    Law Governing. This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of Ohio or, where applicable, United States federal law, in each case, without regard to any conflicts of law provisions or those of any state other than Ohio. The Parties agree that jurisdiction and venue shall lie exclusively in Franklin County, Ohio for any action involving the validity, interpretation, or enforcement of this Agreement, or for any claim for breach of this Agreement, for damages, and for other relief sought under this Agreement.

13.    Full Agreement. This Agreement, including all exhibits hereto, contains the full agreement between YOU and Company. Except as specifically provided herein, this Agreement may not be modified, altered, or changed in any way except by written agreement signed by both Parties. The Parties agree that this Agreement supersedes and terminates any and all other written and oral agreements and understandings between the Parties, other than the Indemnification Agreement and agreements referenced in this Agreement.

14.    Section 409A.

a.    Interpretation. The benefits provided under this Agreement are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations, guidance, or other interpretive authority thereunder (“Section 409A”). To the extent that the benefits are subject to Section 409A, this Agreement will be interpreted and construed in favor of YOU to the fullest extent allowed under Section 409A and the applicable guidance thereunder to satisfy the requirements of Section 409A or, alternatively, to comply with an exemption from Section 409A and the applicable guidance thereunder. Each payment of compensation under this Agreement will be treated as a “separate payment” of compensation for purposes of applying Section 409A and the short-term deferral exception.

b.    Separation from Service and Specified Employee. To the extent Section 409A applies, any reference herein to a termination of employment, retirement, separation from service or phrases of similar import will mean a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Notwithstanding anything to the contrary in the Agreement, if YOU are deemed on the Separation Date to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that constitutes “nonqualified deferred compensation” under Section 409A payable on account of a
    10

“separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of YOU, and (ii) the date of YOUR death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph shall be paid to YOU in a lump sum, and any remaining payments and benefits due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

c.    Payment Dates. Whenever a payment under this Agreement specifies a payment period with reference to a number of days or months, the actual date of payment within the specified period shall be within the sole discretion of the Company. In the event the payment period under this Agreement for any nonqualified deferred compensation commences in one calendar year and ends in a second calendar year, to the extent necessary to comply with Section 409A, the payment shall not be paid until the later of (i) the first payroll date of the second calendar year, or (ii) the date that such release becomes effective and irrevocable. YOU shall not have the ability to control, directly or indirectly, the timing of any payments of deferred compensation subject to Section 409A.

d.    No Warranty or Guaranty of Tax Treatment. The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. The Company does not represent or guarantee that any particular federal or state income, payroll or other tax treatment will result from the compensation or benefits payable under this Agreement. The Company does not represent that this Agreement complies with Section 409A and in no event shall the Company, its affiliates nor their respective directors, officers, employees or advisers be liable for any additional tax, interest or penalty that may be imposed on YOU (or any other individual claiming a benefit through YOU) pursuant to Section 409A or damages for failing to comply with Section 409A. YOU are solely responsible for the proper tax reporting and timely payment of any tax or interest for which YOU are liable as a result of the compensation or benefits payable pursuant to this Agreement.

e.    Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to YOU on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.


    11

ACKNOWLEDGMENT AND SIGNATURE

By signing below, I acknowledge and agree to the following:

1.    Company’s payment of money and/or granting of benefits to me constitutes consideration, in addition to any money or benefits that I am currently entitled to receive, for my signing this Agreement, including the Release of Claims, and does not in any way indicate that I have any viable claims against Company or that Company admits any liability to me whatsoever.

2.    I understand and agree that if a Court declares any portion of this Agreement invalid in any manner that all remaining portions of the document will be given full force and effect and all remaining terms and conditions will apply to both parties.

3.    I have until September 9, 2022 to decide if I want to sign and enter into this Agreement with Company, including the Release of Claims. I acknowledge that Company has advised me to consult with an attorney to obtain any assistance that I need in reviewing or understanding any part of this document.
        
    If I fail to return this signed Agreement to Company, Attn: Human Resources, 1050 Dearborn Drive, Columbus, Ohio 43085 by 5:00 p.m. EST on or before September 9, 2022, the offers contained in this Agreement are withdrawn and will be of no further effect. Email delivery of this Agreement to any person in the Vertiv Human Resources department shall be sufficient delivery for the purposes of this Agreement. .
        
4.     I have been advised that this Agreement, including the Release of Claims, does not become effective for seven (7) days after I sign it. I understand that I may revoke (that is, cancel) the Agreement by submitting my intent to revoke in writing to Company, Attn: Human Resources, 1050 Dearborn Drive, Columbus, Ohio 43085, or via fax to 614-841-5890, during this seven (7) day period and that this Agreement shall not become effective or enforceable and the consideration due shall not become payable until the seven (7) day revocation period has expired and I have not revoked this Agreement. The intent to revoke the Agreement must be in writing and, if mailed, must be postmarked within the revocation period, sent by certified mail, and properly addressed.

5.    This waiver is not requested in connection with an existing incentive or other employment termination program.
6.    I have not relied on any representations, promises, or agreements of any kind made by Company in connection with my voluntary decision to sign this Waiver except those set forth in this Agreement and the attachments to it. I understand this Waiver does not waive rights or claims that may arise after this Waiver is executed, and that I will sign an additional Waiver effective November 1, 2022, the form of which is attached hereto as Exhibit C.






    12

I have read the terms of this Agreement carefully and acknowledge that I have been advised to consult with an attorney to review it and have done so or voluntarily elected not to do so. I clearly understand all of the terms of this Agreement. I have not been forced or pressured in any manner whatsoever to sign this Agreement. I am fully capable of comprehending all of the Agreement’s terms and voluntarily agree to all of its terms.
                    
                        
                        /s/ Jason Forcier                
                        Jason Forcier
                                
                        Date:    September 9, 2022            


                        
                        Vertiv Holdings Co (and its affiliates)

/s/ Stephanie L. Gill
Chief Legal Officer
                        August 3, 2022





























    13

Exhibit A

Payment Schedule

Payment numberPayroll dateActual Payments Per Agreement*
111/11/2022$19,230.77
211/25$19,230.77
312/9$19,230.77
412/23$19,230.77
51/6/2023$497,307.69
61/20$19,230.77
72/3$19,230.77
82/27$19,230.77
93/3$19,230.77
103/17$19,230.77
113/31$19,230.77
124/14$19,230.77
134/28$19,230.77
145/12$19,230.77
155/26$19,230.77
166/9$19,230.77
176/23$19,230.77
187/7$19,230.77
197/21$19,230.77
208/4$19,230.77
218/18$19,230.77
229/1$19,230.77
239/15$19,230.77
249/29$19,230.77
2510/13$21,923.07
2610/27$38,461.54

*Gross payment amounts are represented. Such amounts are subject to applicable taxes and withholdings.


Exhibit B

Vested RSUs
imagea.jpg

Unvested RSU’s
image1a.jpg
PIPE Shares – Owned
image2a.jpg

Options
image3a.jpg



Exhibit C
Confidential General Release and Waiver of Claims

This Confidential General Release and Waiver of Claims (“Agreement”) is made by and between Jason Forcier (the “Employee,” “YOU” or “YOUR”) and Vertiv Group Corporation (which owns Vertiv Corporation) and Vertiv Holdings Co, Employee’s current employer (collectively, the “Company”) (each, a “Party” and, collectively, the “Parties”), and is effective as of the date set forth on the signature page (the “Date of this Agreement”).
WHEREAS, EMPLOYEE’s employment continued for a period of time pursuant the Confidential Separation Agreement and General Release and Waiver of Claims to which this Confidential General Release and Waiver of Claims is Exhibit C (the “Separation Agreement”); and

WHEREAS, EMPLOYEE’s employment with the Company has ended.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.    Separation from and Termination of Employment.
a.    Termination of Employment. EMPLOYEE’s employment with the Company and all positions EMPLOYEE holds or has held with the Company terminated on November 1, 2022 (the “Termination Date”). Except for the payments described in the Separation Agreement, which is hereby incorporated by reference, Employee acknowledges that s/he has received all compensations and Employee benefits to which s/he is otherwise entitled.
b.    Salary Compensation through the Termination Date. Regardless of whether Employee executes this Agreement and to the extent that Employee has not already received payment, Company shall pay Employee (i) all unpaid base compensation to which s/he is otherwise entitled at her/his current rate and status (“Current Base Salary”) as of the Termination Date, for all time worked through the Termination Date.
c.    No Additional Payments for Bonus, Commission, or other Incentive Plan Compensation. The compensation and benefits described above and payments described below, are in full accord and satisfaction and inclusive of, any bonus, commission, or other incentive pay due to Employee for employment up to and including the Termination Date. Except as explicitly provided for in this Agreement and the Separation Agreement, Employee shall have no right to any further payments by the Company, including payment of bonuses, commissions, deferred compensation, or any other incentive payments or bonus payments.
d.    Separation Agreement Monetary Consideration. Pursuant to the Separation Agreement and in exchange for execution of this Agreement, the Company shall provide to EMPLOYEE the monetary consideration provided for in paragraph 1 of the Separation Agreement.
e.    No Prior Entitlement to Severance Benefits. The parties agree that the Company has no legal obligation to furnish Employee with all the monetary consideration provided for in the Separation Agreement, which is in addition to anything of value to which Employee was already entitled to before signing this Agreement.
2.    Release by Employee. In exchange for the valuable consideration described herein, to which Employee would not otherwise be entitled and the adequacy of which is hereby acknowledged, by


signing this Agreement Employee, for himself, his spouse, his marital community, and anyone who has or obtains legal rights or claims through him, agrees to the following:

a.    Employee hereby forever releases and discharges Company, including all of their past and present Employee benefit and pension plans and funds, divisions, subsidiaries, affiliated entities, successors, assigns, heirs, predecessors in interest, joint ventures, commonly controlled corporations and related entities, and all of their past and present agents, Employees, representatives, officers, directors, shareholders, attorneys, accountants, insurers, reinsurers, fiduciaries, administrators, and trustees, whether acting as an agent for Company or in an individual or any other capacity (collectively “Released Parties”) from any and all causes of actions, charges, complaints, suits, claims, demands, obligations, costs, losses, damages, rights, judgments, attorneys’ fees or other fees, expenses, bonds, bills, penalties, fines, and all other liabilities of any kind whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, including but not limited to those arising from any acts or omissions occurring up to and including the date Employee signs this Agreement, including those arising under any theory of law, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether known or unknown, whether in law or in equity, which Employee or they had or may claim to have by reason of any actual, alleged or threatened act, omission, transaction, practice, plan, policy, procedure, conduct, statement, occurrence or other matter, or any number or combination thereof.
Such released claims include, without limitation, any and all claims of discrimination on the basis of race, color, sex, sexual harassment, religion, retaliation, creed or national origin under Title VII of the Civil Rights Act of 1964, as amended, or on the basis of age under the Age Discrimination in Employment Act of 1967, as amended, or on the basis of disability under the Americans with Disabilities Act, or on the basis of sex under the Equal Pay Act; any and all claims of pay discrimination under Title VII of the Civil Rights Act, Lilly Ledbetter Fair Pay Act, Americans with Disabilities Act, and Age Discrimination in Employment Act; any and all claims of discrimination on the basis of race, color, sex, sexual harassment, sexual orientation, gender identity, marital or familial status, creed, national origin, retaliation, age, religion and disability under any and all applicable state statutes and/or county and city ordinances including but not limited to the Michigan Elliott-Larsen Civil Rights Act; Michigan Persons With Disabilities Civil Rights Act; Michigan Whistleblowers’ Protection Act; Michigan Bullard-Plawecki Employee Right to Know Act; Michigan Payment of Wages and Fringe Benefit Act; Michigan Minimum Wage Act; Michigan Occupational Safety and Health Act; Ohio Fair Employment Practices Act – Ohio Rev. Code Ann. § 4112.01, et seq.; Ohio Statutory Provisions Regarding Retaliation/Discrimination for Filing Worker’s Compensation Claim – Ohio Rev. Code Ann. § 4123.90; Ohio Equal Pay Law – Ohio Rev. Code Ann. § 4111.13 et seq.; Ohio State Wage Payment and Work Hour Laws - Ohio Rev. Code Ann. § 4111.01, et seq.; Ohio Political Action of Employees Laws; Ohio Witness and Juror Leave Laws - Ohio Rev. Code Ann. § 2313.18, et seq.; Ohio Voting Leave Laws - Ohio Rev. Code Ann. § 3599.06, et seq.; Ohio Military Family Medical Leave Act - Ohio Rev. Code Ann. § 5906.01, et seq.; claims based on a violation of Ohio public policy; and any discrimination/retaliation claims under § 1981 of the Civil Rights Act of 1866; any other claims of discrimination and retaliation under local, state or federal law, regulation or Executive Order; any claims under the Older Worker Benefit Protection Act; any and all claims under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act, including any claims in contract or tort; any and all wrongful termination causes of action, including the covenant of good faith and fair dealings, breach of an implied or express contract, negligent or intentional infliction of mental


distress, promissory estoppel/detrimental reliance, defamation, negligent retention; any claims for lost wages, benefits, expenses, severance, compensatory or punitive damages, attorneys’ fees, and all claims for any other type of damage relief; any and all claims under the Worker Adjustment and Retraining Notification (WARN) Act; any and all claims under the Family and Medical Leave Act (FMLA); any and all claims under any state labor laws; and any and all claims under the Employee Retirement Income Security Act (ERISA).

b.    Employee warrants and represents that (a) Employee has not filed or authorized the filing of any complaints, charges, or lawsuits against Company or any of the Released Parties with any governmental agency, court, or self-regulatory organization (“SRO”) and that if, unbeknownst to Employee, such a complaint, charge or lawsuit has been filed on Employee’s behalf, Employee will immediately cause it to be withdrawn and dismissed; (b) without waiving any prospective or retrospective rights under the Fair Labor Standards Act (FLSA), Employee has been paid all compensation, wages, bonuses, commissions, and/or benefits to which Employee may be entitled; (c) Employee has no known workplace injuries or occupational diseases, nor is Employee aware of any facts (including any injuries or illnesses) that might lead Employee to file a workers’ compensation claim against any of the Released Parties; (d) Employee has been provided and/or have not been denied any leave requested under the Family and Medical Leave Act or any similar state law; and (e) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate, or cause a default under any agreement, contract or instrument to which Employee is a party or any judgment, order or decree to which Employee is subject.
c.    It is the intent of the Parties to release all claims of Employee that can legally be released but no more than that.
d.    YOU are not, by signing this Agreement, releasing or waiving (1) any existing vested interest YOU may have in any 401(k) or profit sharing plan by virtue of YOUR employment with Company; (2) any rights or claims that may arise after this Agreement is signed; (3) the post-employment benefits and payments specifically promised to YOU under this Agreement and the Separation Agreement; (4) the right to institute legal action for the purpose of enforcing the provisions of this Agreement; or (5) any claim YOU have against the Company or any Released Party for indemnification under that certain Indemnification Agreement between YOU and Vertiv Holdings Co, which shall continue despite the termination of your employment (i.e., such termination shall have no adverse impact on any of YOUR rights thereunder and the Company shall remain fully liable under such Indemnification Agreement). It is the express intent of the Parties that the Indemnification Agreement and all the Company’s obligations in its bylaws or otherwise to indemnify YOU shall continue notwithstanding the termination of YOUR employment).
e.    Except as may be necessary to enforce this Agreement, and to the fullest extent permitted by law, Employee agrees not to permit, authorize, initiate, encourage, support, join, or continue any lawsuit, complaint, arbitration, or other legal proceeding against any of the Released Parties based in whole or in part on any claim covered by this Agreement. Employee further agrees that Employee will not permit herself to be a member of any class in any court or in any arbitration proceeding seeking relief against any of the Released Parties based on claims released by this Agreement, and that even if a court or arbitrator rules that Employee may not waive a claim released by this Agreement, Employee will not accept or be entitled to any


money damages or other relief in connection with any other action or proceeding asserting any of the claims against any of the Released Parties.
f.    Notwithstanding the above, nothing in this Agreement shall be construed to limit Employee’s right to seek or obtain a whistleblower award from the Securities and Exchange Commission (“SEC”) pursuant to Section 21F of the Exchange Act or to receive an award for information provided to any government agency, nor does it limit Employee’s ability to communicate with any government agencies or otherwise participate or cooperate with an investigation conducted by the Equal Employment Opportunity Commission, SEC, or other federal or state government agency, including providing documents or other information, without notice to Company. Employee agrees that this Agreement may be pled as a complete bar to any action or suit before any administrative body or court with respect to any complaint or claim arising under any federal, state, local, and/or other law relating to any possible claim that exists, or may have existed, that relates in any way to Company based on any events occurring up to and including the date that Employee signs this Agreement.
3.    Provisions Relating to ADEA Release. Employee understands that the foregoing general release of claims also releases any claims that Employee may have against any Released Party under the Age Discrimination in Employment Act of 1967, except any challenge to the knowing and voluntary nature of ADEA waiver. Employee represents that s/he is aware, understands and agrees that:
a.    The claims released above include all claims s/he has or may have arising out of or related to the Age Discrimination in Employment Act (the “ADEA”).
b.    Those ADEA claims waived, released and discharged do not include any claims that may arise after the Date of this Agreement;
c.    S/he has twenty-one (21) days within which to consider this Agreement;
d.    S/he is advised to consult with an attorney regarding, and before signing, this Agreement;
e.    S/he may revoke this Agreement at any time within seven (7) days after the day s/he signs it, and this document will not become effective or enforceable and no payments or benefits under this Agreement will be payable until the eighth day, and only if Employee has not revoked this waiver. after the Date of this Agreement, on which day (the “Effective Date”), this Agreement will automatically become effective and enforceable unless revoked within that seven-day period; and
f.    This waiver not is requested under an employment termination or other exit incentive.
4.    Confidentiality. Employee agrees that the existence and terms of this Agreement are confidential. Without the prior written authorization of the Company, Employee shall not at any time, directly or indirectly, discuss with or disclose to anyone (other than to Employee’s spouse, his/her attorneys and accountants or as otherwise required by law), the terms or existence of this Agreement.
5.    No Admission of Liability or Wrongdoing. Both Parties to this Agreement agree that its existence and payments are not an admission of any wrongdoing, unlawful conduct or liability by


either Party and both Parties agree not to assert that this Agreement is an admission of wrongdoing or liability. The Parties agree that this Agreement is a compromise and settlement of claims.
6.    Continuation and Effect of Prior Agreements.
a.    Employee has certain continuing obligations to the Company including specific obligations relating to non-disclosure, confidentiality, non-solicitation and non-competition as specified in the Separation Agreement.
b.    The Parties agree that nothing in this Agreement alters the obligations of the Parties as specified in the Separation Agreement, which Agreement continues in effect.

c.    With the exception of the Separation Agreement, any other oral or written employment contract(s) previously existing between the Company and Employee and the obligations of all parties thereunder, except to the extent they are carried over and preserved in the Separation Agreement and/or this Agreement, are of no further force or effect.

7.    Miscellaneous.
    7.1 Waiver. No waiver of any of the terms of this Agreement shall be effective unless in writing and signed by the party to be charged therewith. No waiver of any provision in this Agreement shall extend to or affect any obligation not expressly waived, impair any rights consequent on such obligation, or imply a subsequent waiver of that or any other provision.
    7.2 Successors and Assigns. This Agreement is personal to Employee and may not be assigned by Employee without the written agreement of the Company. The Company retains the right to transfer its rights and obligations under this Agreement to any successors and/or assigns.
    7.3 Enforceability. If a court finds any term of this Agreement to be invalid, unenforceable, or void, the Parties agree that the court shall modify such term to make it enforceable to the maximum extent possible. If the term cannot be modified, the Parties agree that the term shall be severed and all other terms of this Agreement shall remain in effect.
    7.4 Law Governing. This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of Ohio or, where applicable, United States federal law, in each case, without regard to any conflicts of law provisions or those of any state other than Ohio. The Parties agree that jurisdiction and venue shall lie exclusively in Franklin County, Ohio for any action involving the validity, interpretation, or enforcement of this Agreement, or for any claim for breach of this Agreement, for damages, and for other relief sought under this Agreement.

    7.5 Full Agreement. This Agreement, including the Separation Agreement to which this is Exhibit C, contains the full agreement between Employee and the Company. Except as specifically provided herein, this Agreement may not be modified, altered, or changed in any way except by written agreement signed by both Parties. The Parties agree that this Agreement, in conjunction with the Separation Agreement, supersedes and terminates any and all other written and oral agreements and understandings between the Parties, other than those referenced in this Agreement.

    7.6 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been included.



EMPLOYEE HAS READ THIS DOCUMENT, FULLY UNDERSTANDS EVERY TERM AND VOLUNTARILY, AND KNOWINGLY ENTERS INTO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement on the respective dates set forth below.

Dated: ____________________        ________________________________
    EMPLOYEE

Dated:____________________        ________________________________
VERTIV HOLDINGS CO (AND ITS AFFILIATES)
Exhibit 10.5
                            
Retirement Agreement and General Release and Waiver of Claims

This Retirement Agreement and General Release and Waiver of Claims (“Agreement”) is made by and between Robert Johnson (the “Employee,” “YOU” or “YOUR”) and Vertiv Group Corporation (which owns Vertiv Corporation) and Vertiv Holdings Co, Employee’s current employer (collectively, the “Company”) (each, a “Party” and, collectively, the “Parties”).

1.Resignation; Separation Pay and Benefits. YOU have informed the Company on the date hereof that YOU have resigned, effective as of December 31, 2022, all positions YOU hold with the Company and each of its subsidiaries, including any service on the Board (or similar governing body) of the Company and any of its subsidiaries. Specifically in consideration of YOUR signing this Agreement, which includes a full and complete release of claims, and subject to the limitations, obligations, and other provisions in this Agreement, Company agrees to provide the following:

a.Target Bonus. Your last day will be December 31, 2022 (the “Separation Date”). If YOU are, and at all times have been, in full compliance with the terms of this Agreement, the Company will pay YOU an amount equal to your performance bonus for calendar year 2022, if any, as determined in the Board’s sole discretion, that you would have otherwise been entitled to receive (if you remained employed by the Company through such payment date) based on the Company’s performance in 2022, less applicable taxes and withholdings, such payments being made with check(s) (or direct deposit voucher(s)) being mailed to YOUR home address. The bonus will be paid no later than March 15, 2023.

b.Equity Grants. YOUR unvested Restricted Stock Units (“RSUs”) as of the Separation Date will be forfeited by YOU. Subject to the last sentence of this paragraph, with respect to Stock Options that are vested on the Separation Date, you shall have three (3) years to exercise subsequent to the Separation Date. YOUR Stock Options issued in calendar 2021 that remain unvested as of the Separation Date shall be forfeited by YOU. Subject to the last sentence of this paragraph, with respect to any other unvested Stock Options as of the Separation Date (i.e., those issued during calendar 2020 and 2022), such Stock Options will continue to vest as originally scheduled and shall be exercisable as follows: (i) those Stock Options that vest in calendar 2023 shall be exercisable for the two (2) year period following their vesting date and (ii) those Stock Options that vest in calendar 2024, 2025 and 2026 shall be exercisable for the one (1) year period following their vesting date. To the extent that terms of this paragraph (b) differ from the terms contained in the respective award agreement related to the RSUs and Stock Options, such award agreements shall be deemed to be amended by this paragraph. In the event of a Change in Control (as defined in the Company’s 2020 Stock Incentive Plan (the “Plan”)) prior to the originally scheduled vesting date of outstanding Stock Options, such Stock Options shall be eligible to become vested and exercisable pursuant to the Plan notwithstanding that a termination of employment previously occurred. Other than as specifically amended by this paragraph 1.b., YOUR RSUs and Stock Options will continue to be governed by the Company’s applicable incentive plan, including the Plan, and award agreements. YOUR rights to the continued vesting of the RSUs and Stock Options and YOUR right to exercise such awards following YOUR Separation Date are subject to YOUR continued compliance with this Agreement, including Section 5 herein.

c.Cooperation after Separation Date. To the extent Company determines that YOU possess information relevant to litigation, potential litigation, investigations by


government agencies, potential investigations by government agencies, internal investigations, or otherwise, that relates to activities that occurred during the term of Employee’s employment with Company, Employee agrees to make himself reasonably available to provide information and assistance, including, but not limited to, meeting with Company’s counsel, interviews, attending or appearing as a witness at depositions, hearings, pretrial preparation and trial testimony, or other court or administrative proceedings, reviewing documents, and responding to requests for information from government authorities, opposing parties, outside and in-house counsel and otherwise. Company agrees to accommodate Employee’s other commitments in scheduling any such interviews, depositions, pretrial preparation and trial testimony, or information requests, insofar as is reasonably practicable to minimize inconvenience to Employee. The cooperation provided for herein specifically includes, but is not limited to, Employee’s full cooperation, regardless of the time commitment required.

d.Health Care Continuation Coverage. Your active employee health coverage will end on December 31, 2022. You will be eligible to continue your health insurance benefits via continued coverage under COBRA at your option. Other health insurance options may be also available on the health insurance marketplace. More information is available at https://www.healthcare.gov/get-coverage. To assist you with obtaining health insurance coverage the Company will provide you with a one-time additional taxable cash payment of $24,000 in the first full regular payroll period after December 31, 2022. This health insurance subsidy may be used towards COBRA costs, marketplace coverage costs or to offset your future healthcare expenses.

The payments and benefits described in Sections 1(a) and 1(b) above will be provided only if YOU sign and do not revoke this Agreement within the applicable revocation period and, at all times, YOU are in compliance with YOUR obligations under this Agreement and any other applicable documents (otherwise, such payments and benefits will be forfeited). Any payments held up pending the expiration of the revocation period will be paid on the first regular payroll date after it expires. Upon receipt of the consideration provided for under this Agreement, YOU acknowledge YOU will have been paid all compensation and reimbursable expenses to which YOU are or may be entitled.

2.Release of Claims. In exchange for the valuable consideration described in Section 1, to which YOU would not otherwise be entitled and the adequacy of which is hereby acknowledged, by signing this Agreement YOU, for yourself, YOUR spouse, YOUR marital community, and anyone who has or obtains legal rights or claims through YOU, agrees to the following:

a.YOU hereby forever release and discharge Company, including all of their past and present employee benefit, stock and pension plans and funds, divisions, subsidiaries, affiliated entities, successors, assigns, heirs, predecessors in interest, joint ventures, commonly controlled corporations and related entities, and all of their past and present agents, employees, representatives, officers, directors, shareholders, attorneys, accountants, insurers, reinsurers, fiduciaries, administrators, and trustees, whether acting as an agent for Company or in an individual or any other capacity (collectively “Released Parties”) from any and all causes of actions, charges, complaints, suits, claims, demands, obligations, costs, losses, damages, rights, judgments, attorneys’ fees or other fees, expenses, bonds, bills, penalties, fines, and all other liabilities of any kind whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, including but not limited to those arising from any acts or omissions occurring up to and including the date YOU sign this Agreement, including those arising under any theory of law, whether common, constitutional,
    2

statutory or other of any jurisdiction, foreign or domestic, whether known or unknown, whether in law or in equity, which YOU or they had or may claim to have by reason of any actual, alleged or threatened act, omission, transaction, practice, plan, policy, procedure, conduct, statement, occurrence or other matter, or any number or combination thereof.

Such released claims include, without limitation, any and all claims of discrimination on the basis of race, color, sex, sexual harassment, religion, retaliation, creed or national origin under Title VII of the Civil Rights Act of 1964, as amended, or on the basis of age under the Age Discrimination in Employment Act of 1967, as amended, or on the basis of disability under the Americans with Disabilities Act, or on the basis of sex under the Equal Pay Act; any and all claims of pay discrimination under Title VII of the Civil Rights Act, Lilly Ledbetter Fair Pay Act, Americans with Disabilities Act, and Age Discrimination in Employment Act; any and all claims of discrimination on the basis of race, color, sex, sexual harassment, sexual orientation, gender identity, marital or familial status, creed, national origin, retaliation, age, religion and disability under any and all applicable state statutes and/or county and city ordinances including but not limited to the Missouri AIDS Act, Mo. Rev. Stat. § 191.665, et seq.; Missouri Breastfeeding Rights Law, Mo. Rev. Stat. § 191.918, et seq.; Missouri Employment Security Act, Mo. Rev. Stat. § 288.010, et seq.; Missouri Equal Pay Law, Mo. Rev. Stat. §§ 290.400 to 290.460; Missouri Genetic Testing Information Bias Law, Mo. Rev. Stat. §§ 375.1300, 375.1303, 375.1306, and 375.1309; Missouri Handicap Discrimination Statute, Mo. Rev. Stat. §§ 209.150, 290.160, 290.162, and 209.180; Missouri Human Rights Act, Mo. Rev. Stat. § 213.010, et seq.; Missouri Minimum Wage Law, Mo. Rev. Stat. § 290.500, et seq.; Missouri Service Letter Statute, Mo. Rev. Stat. § 290.140; Missouri Smokers’ Rights Law, Mo. Rev. Stat. § 290.145, et seq.; Retaliation for Exercise of Rights Under Missouri Workers’ Compensation Act, Mo. Rev. Stat. § 287.010, et seq.; Missouri Victims Economic Safety and Security Act, Mo. Rev. Stat. § 286.625, et seq.; Ohio Fair Employment Practices Act – Ohio Rev. Code Ann. § 4112.01, et seq.; Ohio Statutory Provisions Regarding Retaliation/Discrimination for Filing Worker’s Compensation Claim – Ohio Rev. Code Ann. § 4123.90; Ohio Equal Pay Law – Ohio Rev. Code Ann. § 4111.13 et seq.; Ohio State Wage Payment and Work Hour Laws - Ohio Rev. Code Ann. § 4111.01, et seq.; Ohio Political Action of Employees Laws; Ohio Witness and Juror Leave Laws - Ohio Rev. Code Ann. § 2313.18, et seq.; Ohio Voting Leave Laws - Ohio Rev. Code Ann. § 3599.06, et seq.; Ohio Military Family Medical Leave Act - Ohio Rev. Code Ann. § 5906.01, et seq.; claims based on a violation of Ohio public policy; and any discrimination/retaliation claims under § 1981 of the Civil Rights Act of 1866; any other claims of discrimination and retaliation under local, state or federal law, regulation or Executive Order; any claims under the Older Worker Benefit Protection Act; any and all claims under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act, including any claims in contract or tort; any and all wrongful termination causes of action, including the covenant of good faith and fair dealings, breach of an implied or express contract, negligent or intentional infliction of mental distress, promissory estoppel/detrimental reliance, defamation, negligent retention; any claims for lost wages, benefits, expenses, severance, compensatory or punitive damages, attorneys’ fees, and all claims for any other type of damage relief; any and all claims under the Worker Adjustment and Retraining Notification (WARN) Act; any and all claims under the Family and Medical Leave Act (FMLA); any and all claims under any state labor laws; and any and all claims under the Employee Retirement Income Security Act (ERISA).

    3

b.YOU warrant and represent that (a) YOU have not filed or authorized the filing of any complaints, charges, or lawsuits against Company or any of the Released Parties with any governmental agency, court, or self-regulatory organization (“SRO”) and that if, unbeknownst to YOU, such a complaint, charge or lawsuit has been filed on YOUR behalf, YOU will immediately cause it to be withdrawn and dismissed; (b) YOU have been paid all compensation, wages, bonuses, commissions, and/or benefits to which YOU may be entitled; (c) YOU have no known workplace injuries or occupational diseases, nor are YOU aware of any facts (including any injuries or illnesses) that might lead YOU to file a workers’ compensation claim against any of the Released Parties; (d) YOU have been provided and/or have not been denied any leave requested under the Family and Medical Leave Act or any similar state law; and (e) the execution, delivery and performance of this Agreement by YOU does not and will not conflict with, breach, violate, or cause a default under any agreement, contract or instrument to which YOU are a party or any judgment, order or decree to which YOU are subject.

c.It is the intent of the Parties to release all claims of Employee that can legally be released but no more than that.

d.YOU are not, by signing this Agreement, releasing or waiving (1) any existing vested interest YOU may have in any 401(k) or profit sharing plan by virtue of YOUR employment with Company; (2) any rights or claims that may arise after this Agreement is signed; (3) the post-employment benefits and payments specifically promised to YOU under this Agreement; (4) the right to institute legal action for the purpose of enforcing the provisions of this Agreement; or (5) any claim YOU have against the Company or any Released Party for indemnification under that certain Indemnification Agreement between YOU and Vertiv Holdings Co, which shall continue despite the termination of your employment (i.e., such termination shall have no adverse impact on any of YOUR rights thereunder and the Company shall remain fully liable under such Indemnification Agreement). It is the express intent of the Parties that the Indemnification Agreement and all the Company’s obligations in its bylaws or otherwise to indemnify YOU shall continue notwithstanding the termination of YOUR employment).

e.Except as may be necessary to enforce this Agreement, and to the fullest extent permitted by law, YOU agree not to permit, authorize, initiate, encourage, support, join, or continue any lawsuit, complaint, arbitration, or other legal proceeding against any of the Released Parties based in whole or in part on any claim covered by this Agreement. YOU further agree that YOU will not permit yourself to be a member of any class in any court or in any arbitration proceeding seeking relief against any of the Released Parties based on claims released by this Agreement, and that even if a court or arbitrator rules that YOU may not waive a claim released by this Agreement, YOU will not accept or be entitled to any money damages or other relief in connection with any other action or proceeding asserting any of the claims against any of the Released Parties.

f.Notwithstanding the above, nothing in this Agreement shall be construed to limit YOUR right to seek or obtain a whistleblower award from the Securities and Exchange Commission (“SEC”) pursuant to Section 21F of the Exchange Act or to receive an award for information provided to any government agency, nor does it limit YOUR ability to communicate with any government agencies or otherwise participate or cooperate with an investigation conducted by the Equal Employment Opportunity Commission, SEC, or other federal or state government agency, including providing documents or other information, without notice to Company.
    4

YOU agree that this Agreement may be pled as a complete bar to any action or suit before any administrative body or court with respect to any complaint or claim arising under any federal, state, local, and/or other law relating to any possible claim that exists, or may have existed, that relates in any way to Company based on any events occurring up to and including the date that YOU sign this Agreement.

3.Return of Property. By signing this Agreement, YOU acknowledge and agree that all documents and materials relating to the business or the services provided by Company are the sole property of Company. By signing this Agreement, YOU further agree and represent that, as soon as possible after the Separation Date, but at the latest within five (5) business days of the Separation Date, YOU will return all Company property within YOUR possession or control to Company, including but not limited to, all external media devices, and other devices; keys, access or identification cards, and credit cards; employee, customer, financial, engineering, marketing records, and all other documents, materials and Confidential Information (as defined herein), whether on computer disc, hard drive, or other form, and all copies thereof that in any manner relate to the business of or the duties and services YOU performed on behalf of Company, unless otherwise agreed to by the Company. Notwithstanding the foregoing, and in consideration of YOUR obligations under this Agreement, YOU may retain the Company issued printer, laptop, and cell phone, conditioned on the cell phone and laptop being backed up and/or replicated to comply with any litigation holds, and then wiped clean of all Company information and software. In order to accomplish this, YOU shall provide the cell phone and laptop to Donna Carter for this purpose within five (5) business days of the Separation Date, and shall cooperate with the Company’s IT Department to ensure the cell phone and laptop are backed up and/or replicated to comply with any litigation holds and then appropriately wiped clean of all Company information.

4.Non-disparagement. YOU agree that YOU have not and will not engage in any conduct that is injurious to the reputation or interests of Company or the Released Parties, or any of their officers, directors, employees, or agents, including but not limited to publicly disparaging (or inducing or encouraging others to publicly disparage) Company or the Released Parties, or any of their officers, directors, employees, or agents, or disclosing any of the facts or circumstances surrounding any allegations raised by YOU and/or surrounding the ending of YOUR employment with Company. For purposes of this Agreement, the term “disparage” includes without limitation making any comments, written or oral, or statements to any third party, the press, or other media regarding Company, the Released Parties, or any of their officers, directors, employees, or agents; any individual or entity with whom Company has a business relationship; or any other third party that could adversely affect in any manner (a) the conduct of Company’s business or the business reputation of Company, the Released Parties, or any director, officer, employee, or agent thereof, or (b) the personal reputation of any director, officer, employee, or agent of Company or the Released Parties. Likewise, the Company, in its corporate capacity, shall not engage in conduct that is injurious to YOUR reputation or interests. The foregoing portion of this Section shall apply only to representatives of the Company at the level of executive officer or individuals acting at their direction. In addition, the Company, in its corporate capacity, will provide a letter of recommendation to Mr. Johnson for employment affiliated with similar roles, consulting, boards or any other roles within a reasonably requested timeframe.
5.Post-Employment Restrictions.
a.Definition of Key Terms.
(1.)“Business Contact” means contact that is intended to establish or strengthen a business or professional relationship for Vertiv, regardless of whether the contact is with a customer directly assigned to YOU or a customer with which YOU otherwise had contact in furtherance of the YOUR job duties.
    5

(2.)“Business of Vertiv” means provision of mission critical equipment for vital applications in data centers, communication networks, and commercial and industrial environments throughout the United States and abroad through its various Business Units including, but not limited to, design, engineering, manufacturing, and sales of products, services and software as of the Separation Date to Customers throughout the world.
(3.)“Business Units” means one or more of the businesses within Vertiv. YOU understand that Vertiv intends to keep the restrictions in this Agreement narrow by defining Business Units as a means of identifying the actual work YOU perform for the Company and potential competitive activity as it relates to YOUR employment and post-employment activities and not as a means of broadening such activity to Business Units for which YOU did not work.
(4.)“Competing Business” means any individual (including YOU), corporation, limited liability company, partnership, joint venture, association, or other entity, regardless of form, that is directly engaged in whole or in relevant part in any business or enterprise that is the same as, or substantially the same as, the Business of Vertiv, or that is taking material steps to engage in such business.
(5.)“Confidential Information” means (i) competitively sensitive information, (ii) of importance to Vertiv, (iii) that is kept in confidence by Vertiv, (iv) that becomes known to YOU through YOUR employment with Vertiv, and (v) that is not a trade secret under the Ohio Trade Secrets Act, the Defend Trade Secrets Act of 2016, or other applicable law, as trade secrets are and shall remain separately protected and enforceable pursuant to applicable law. Assuming the foregoing criteria are met, Confidential Information includes, but is not limited to, information about Vertiv’s operations, services, research and development of Vertiv’s operations or services, names and other listings of Customers or Prospective Customers, proposals to any Customers or Prospective Customers, the terms of any arrangements or agreements with any Customers or Prospective Customers, including payment and pricing information, the implementation of Customer-specific projects, the composition or description of future services that will or may be offered by Vertiv, marketing strategies, financial and sales information, and technical expertise and know-how developed by Vertiv, including the unique manner in which Vertiv conducts its business. Confidential Information further includes the whole or any portion of any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique, improvement, business information or plans, financial information, purchasing data, supplier data, or accounting data research or development information, manufacturing procedures, processes, or information, or engineering information that has not been published or disseminated or otherwise become a matter of general public knowledge. Confidential Information also includes information disclosed to Vertiv by any third party (including, but not limited to, Customers or Prospective Customers) that Vertiv is required to treat as confidential. Confidential Information shall not include information readily available in the public domain so long as such information was not made available through the wrongdoing or fault of YOU or any other individual.
(6.)“Customers” means those individuals, companies, or other entities for whom Vertiv has provided or does provide products or services in connection with the Business of Vertiv in the one (1) year period preceding the Separation Date.
(7.)“Prospective Customers” means those individuals, companies, or other entities whom Vertiv has provided written proposals concerning the Business of Vertiv in the one (1) year period preceding the Separation Date.
    6

(8.)“Restricted Territory” means the geographic territory in which any Business Unit of Vertiv operates and competes for business if, in the five (5) year period preceding the Separation Date, YOU: (1) performed work for the Business Unit; (2) had responsibility over the Business Unit; (3) had access to Confidential Information and/or Trade Secrets of the Business Unit; or (4) had Business Contact with Customers or Prospective Customers of the Business Unit.
(9.)“Trade Secret(s)” means information defined as a trade secret by the Ohio Trade Secrets Act or Defend Trade Secrets Act of 2016 or other applicable law.
(10.)“Vendors and Suppliers” means any individuals, companies, or government entities that supply materials or services to Vertiv in furtherance of the Business of Vertiv, regardless of whether or not they are also a Competing Business.
b.Trade Secret and Confidential Information.
Following YOUR Separation Date, YOU agree that YOU will not, either individually or for the benefit of any other person or entity, or as an employee of any other person or entity, directly or indirectly: use, disclose reproduce, distribute, or otherwise disseminate Vertiv’s Confidential Information or Trade Secrets, or take any action causing, or fail to take any action necessary to prevent any such information, to lose its character or cease to qualify as Confidential Information or a Trade Secret, unless (i) specific written authorization is granted by Vertiv; (ii) YOU are required to do so by law or by order of a Court of competent jurisdiction; or (iii) a court of competent jurisdiction determines that a shorter timeframe for non-disclosure is required, which, in any event, shall not be less than five (5) years following the Separation Date. YOU agree that YOU will not use any Confidential Information or Trade Secrets to compete with Vertiv, directly or indirectly, for YOUR own benefit or for the benefit of any other person or entity. YOU agree to ask Vertiv if YOU have any questions about whether particular information is Confidential Information or a Trade Secret before using or disclosing such information. For example, YOU agree to contact Vertiv if YOU take a job with an entity that is not a Competing Business (e.g., a vendor, insurance provider, or government agency) where that job will require YOU to use or disclose Confidential Information or Trade Secrets such as pricing or contracting information in a manner that could adversely affect Vertiv.
However, nothing in this Agreement is intended to be or will be construed to prevent, impede, or interfere with any right of any person to respond accurately and fully to any question, inquiry, or request for information regarding employment with Vertiv when responding to any inquiry from, or providing truthful testimony and information to, any Federal, State, or other regulatory authority in the course of an investigation or proceeding authorized by law and carried out by such agency. In such circumstances, there is no requirement to contact Vertiv, before engaging in communications with any Federal, State or other regulatory authority. Further, nothing in this Agreement is intended to restrict Employee’s legally protected right to discuss wages, hours or other working conditions with co-workers or in any way limit Employee’s rights under the National Labor Relations Act or any Whistleblower Act.
Further, under the Defend Trade Secret Act, YOU may disclose Trade Secrets in confidence, either directly or indirectly, to a Federal, State, or local governmental official or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. Additionally, if a retaliation complaint or other document is filed in a lawsuit for reporting a suspected violation of law, YOU may disclose related Trade Secrets to YOUR attorney and use them in related court proceedings as long as YOU file documents
    7

containing Trade Secrets under seal and do not otherwise disclose Trade Secrets except pursuant to court order.
c.Non-Competition and Non-Solicitation.
YOU acknowledge that in YOUR position, YOU play(ed) a critical management role in the oversight of and business or activities of Vertiv, and that if YOU were to work for a competitor upon the termination of employment with Vertiv (for any reason), such action could cause irreparable harm for which Vertiv could not adequately be compensated by damages in an action at law. As such, YOU agree that the following covenants and restrictions are reasonable and necessary to protect Vertiv’s legitimate interests including, but not limited to, the preservation of Confidential Information and Trade Secrets it provided to YOU and customer relationships/goodwill:
(1.)Restrictions on Competing Against Vertiv. YOU agree that for a period of twenty four (24) months from the Separation Date, YOU will not, directly or indirectly, own, manage, operate, join, control, be employed by or with, or participate in any manner with a Competing Business that competes with any Business Unit for which YOU performed work, or for which YOU had access to Confidential Information and/or Trade Secrets, during the last two (2) years prior to the Separation Date anywhere in the Restricted Territory where: (1) doing so will require YOU to provide the same or substantially similar services to any such Competing Business as those which YOU provided to Vertiv during the last two (2) years prior to the Separation Date; (2) YOUR role would involve the use, potential use or inevitable disclosure of Vertiv’s Confidential or Trade Secret Information; or (3) YOUR role would involve contact with Customers or Prospective Customers with which YOU had business contact. In accordance with Opinion 2020-01 of the Ohio Board of Professional Conduct, this provision is not intended to and does not restrict YOUR right to practice law.
To the extent that the provisions of Section 5.C (Non-Competition and Non-Solicitation) conflict with any other agreement signed by YOU relating to competition or solicitation, the provisions that are most protective of Vertiv’s interests, and the interests of any of its subsidiaries or affiliates’, shall govern.
(2.)Restrictions on Interfering with Employment Relationships with Vertiv. YOU agree that for a period of twenty four (24) months from the Separation Date, YOU will not, either directly or indirectly, solicit, call upon, or take away any employee of Vertiv, nor will YOU attempt to or assist anyone else to hire, solicit, call upon, or take away any employee of Vertiv, nor will YOU seek to persuade or assist anyone else to persuade any such employee to discontinue employment with Vertiv. For purposes of this provision, “employee” shall mean any employees or officers who were employed by Vertiv at any point within one (1) year prior to YOUR Separation Date.
(3.)Non-Solicitation of Customers and Prospective Customers. YOU agree that for a period of twenty four (24) months from the Separation Date, YOU will not, either directly or indirectly, solicit, divert, or appropriate, or attempt to solicit, divert or appropriate, any Customer or Prospective Customer with whom YOU have had Business Contact in the twelve (12) month period prior to YOUR Separation Date, or about whom YOU have any Confidential Information or Trade Secrets, for the purpose of providing services that are the same as or substantially similar to those provided in the Business of Vertiv.
d.Non-Interference of Vendors and Suppliers.
    8

YOU agree that following the Separation Date, YOU will not directly or indirectly interfere with Vertiv’s relationships with its vendors and suppliers in any manner that is prohibited by contract or law.
e.Survival.
YOU acknowledge and agree, in light of the scope of Vertiv's business and its legitimate interests in protecting its business, confidential information, customer relationships and customer good will, that the provisions contained in this Agreement above are reasonable and should be fully enforceable. Each restriction set forth in this Agreement shall survive the termination of YOUR employment. The existence of any claim or cause of action against Vertiv shall not constitute a defense against the enforcement by Vertiv of the post-employment restrictions in this Agreement. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, then such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still be legal, valid or enforceable.
f.Disclosure of Agreement to Third Parties.
YOU agree to provide a redacted copy of this Agreement to any subsequent employer, person, or entity to which YOU intend to provide services that may conflict with any of YOUR obligations in this Agreement prior to engaging in any such activities. YOU agree that Vertiv will need to publicly disclose this document as required by law and that it may also provide a copy of this Agreement or a description of its terms to any Customer, subsequent employer, or other third party at any time as it deems necessary to protect its interests, and YOU agree to indemnify Vertiv against any claims and hold Vertiv harmless from any losses, costs, fees, expenses, and damages arising out of YOUR failure to comply with this paragraph.
g.Injunctive Relief.
YOU acknowledge that Vertiv is engaged in a highly competitive business and the post-employment restrictions contained in this Agreement are necessary to protect the legitimate business interests of Vertiv, including Company goodwill and Customer relationships, Confidential Information and Trade Secrets, and to prevent injury to Vertiv. YOU acknowledge and agree that a breach of any provision of this Agreement by YOU will cause serious and irreparable injury to Vertiv that will be difficult to quantify, and which may not be adequately compensated by monetary damages alone. Thus, in the event of a breach or threatened or intended breach of this Agreement by YOU, YOU agree that Vertiv will be entitled to an injunction, without first posting bond and without notice, restraining YOU from such breach or threatened breach. YOU further agree that nothing in this Agreement shall be construed to prohibit Vertiv from pursuing any and all other legal or equitable remedies available to it for breach of any of the provisions of this Agreement, including the disgorgement of any profits, commissions, or fees realized by YOU, any subsequent employers, any business owned or operated by YOU, or any of YOUR agents, heirs, or assigns, YOU also agree that the knowledge, skills, and abilities YOU possessed at the time of commencement of employment are sufficient to permit YOU to earn a livelihood satisfactory to YOU without violating any provision of this Agreement.  If any litigation or other court action, arbitration or similar adjudicatory proceeding is commenced by any party to enforce its rights under this Agreement against any other party, all fees, costs and
    9

expenses, including, without limitation, reasonable attorney’s fees and court costs, incurred by the prevailing party in such litigation, action, arbitration or proceeding shall be reimbursed by the losing party; provided, that if a party to such litigation, action, arbitration or proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation, action, arbitration or proceeding shall award a reimbursement of the fees, costs and expenses incurred by such party on an equitable basis.
6.Confidentiality of Agreement. Until this Agreement is public, YOU agree to hold in strict confidence the contents and terms of this Agreement, except (1) as required by subpoena, court order, or applicable law; (2) to secure advice from a legal or tax advisor; (3) to YOUR immediate family; or (4) in a legal action to enforce the terms of this Agreement. YOU further agree to use every effort to prevent disclosure of the existence or terms of this Agreement by any of the persons referred to in (2) and (3) above. YOU agree that the contents of this Paragraph are a material term of this Agreement.

Notwithstanding the foregoing, Company recognizes that YOU may have questions pertaining to this Agreement and authorizes you to communicate with Tyler Nielsen, with regard to compensation and benefits questions and Stephanie Gill, for all other questions related to this Agreement.

7.Remedies. In addition to all other remedies provided for hereunder, if YOU breach any term of this Agreement, Company shall be entitled to its available legal and equitable remedies to the full extent permitted by law, including but not limited to, an injunction and suspending and recovering any and all payments and benefits made or to be made under this Agreement.

8.Non-Admission. It is expressly understood that this Agreement does not constitute, nor shall it be construed as, an admission by Company or Employee of any liability or unlawful conduct whatsoever. Company and YOU specifically deny any liability or unlawful conduct.

9.Waiver. No waiver of any of the terms of this Agreement shall be effective unless in writing and signed by the party to be charged therewith. Email shall be deemed a “Writing” for the purposes of this Agreement. No waiver of any provision in this Agreement shall extend to or affect any obligation not expressly waived, impair any rights consequent on such obligation, or imply a subsequent waiver of that or any other provision.

10.Successors and Assigns. In the event of YOUR death, your rights hereunder shall pass to YOUR estate. Subject to the foregoing, this Agreement is personal to YOU and may not be assigned by YOU without the written agreement of Company. Company retains the right to transfer its rights and obligations under this Agreement to any successors and/or assigns. Notwithstanding the foregoing, Company hereby agrees to assign and transfer such rights and obligations hereunder to YOUR beneficiaries in accordance with the laws and regulations of Ohio which govern probate and intestate succession.

11.Enforceability. If a court finds any term of this Agreement to be invalid, unenforceable, or void, the Parties agree that the court shall modify such term to make it enforceable to the maximum extent possible. If the term cannot be modified, the Parties agree that the term shall be severed and all other terms of this Agreement shall remain in effect.

12.Law Governing. This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of Ohio or, where applicable, United States federal law, in each case, without regard to any conflicts of law provisions or those of any state other than Ohio. The Parties agree that jurisdiction and venue shall lie exclusively in Franklin County, Ohio for any action involving the validity, interpretation, or enforcement of this Agreement, or for any claim for breach of this Agreement, for damages, and for other relief sought under this Agreement.
    10


13.Full Agreement. This Agreement, including all exhibits hereto, contains the full agreement between YOU and Company. Except as specifically provided herein, this Agreement may not be modified, altered, or changed in any way except by written agreement signed by both Parties. The Parties agree that this Agreement supersedes and terminates any and all other written and oral agreements and understandings between the Parties, other than the Indemnification Agreement and agreements referenced in this Agreement.

14.Section 409A.

a.Interpretation. The benefits provided under this Agreement are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations, guidance, or other interpretive authority thereunder (“Section 409A”). To the extent that the benefits are subject to Section 409A, this Agreement will be interpreted and construed in favor of YOU to the fullest extent allowed under Section 409A and the applicable guidance thereunder to satisfy the requirements of Section 409A or, alternatively, to comply with an exemption from Section 409A and the applicable guidance thereunder. Each payment of compensation under this Agreement will be treated as a “separate payment” of compensation for purposes of applying Section 409A and the short-term deferral exception.

b.Separation from Service and Specified Employee. To the extent Section 409A applies, any reference herein to a termination of employment, retirement, separation from service or phrases of similar import will mean a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Notwithstanding anything to the contrary in the Agreement, if YOU are deemed on the Separation Date to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that constitutes “nonqualified deferred compensation” under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of YOU, and (ii) the date of YOUR death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph shall be paid to YOU in a lump sum, and any remaining payments and benefits due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

c.Payment Dates. Whenever a payment under this Agreement specifies a payment period with reference to a number of days or months, the actual date of payment within the specified period shall be within the sole discretion of the Company. In the event the payment period under this Agreement for any nonqualified deferred compensation commences in one calendar year and ends in a second calendar year, to the extent necessary to comply with Section 409A, the payment shall not be paid until the later of (i) the first payroll date of the second calendar year, or (ii) the date that such release becomes effective and irrevocable. YOU shall not have the ability to control, directly or indirectly, the timing of any payments of deferred compensation subject to Section 409A.

d.No Warranty or Guaranty of Tax Treatment. The tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. The Company does not represent or guarantee that any particular federal or state income, payroll or other tax treatment will result from the compensation or benefits payable
    11

under this Agreement. The Company does not represent that this Agreement complies with Section 409A and in no event shall the Company, its affiliates nor their respective directors, officers, employees or advisers be liable for any additional tax, interest or penalty that may be imposed on YOU (or any other individual claiming a benefit through YOU) pursuant to Section 409A or damages for failing to comply with Section 409A. YOU are solely responsible for the proper tax reporting and timely payment of any tax or interest for which YOU are liable as a result of the compensation or benefits payable pursuant to this Agreement.

e.Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to YOU on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.


    12

ACKNOWLEDGMENT AND SIGNATURE

By signing below, I acknowledge and agree to the following:

1.    Company’s payment of money, the continued vesting of equity awards which I otherwise would not have a right to under existing Company plans and/or granting of benefits to me constitutes consideration, in addition to any money or benefits that I am currently entitled to receive, for my signing this Agreement, including the Release of Claims, and does not in any way indicate that I have any viable claims against Company or that Company admits any liability to me whatsoever.

2.    I understand and agree that if a Court declares any portion of this Agreement invalid in any manner that all remaining portions of the document will be given full force and effect and all remaining terms and conditions will apply to both parties.

3.    I have up to twenty-one (21) days from the date I received the attached Agreement to decide if I want to sign and enter into this Agreement with Company, including the Release of Claims. I acknowledge that Company has advised me to consult with an attorney to obtain any assistance that I need in reviewing or understanding any part of this document.
        
    If I fail to return this signed Agreement to Company, Attn: Human Resources, 1050 Dearborn Drive, Columbus, Ohio 43085 by 5:00 p.m. EST on or before the twenty-first day following my receipt of it, the offers contained in this Agreement are withdrawn and will be of no further effect. Email delivery of this Agreement to Cheryl Lim in the Vertiv Human Resources department shall be sufficient delivery for the purposes of this Agreement. Any changes to this Agreement during that period, whether material or not, will not extend the 21-day period.
        
4.     I have been advised that this Agreement, including the Release of Claims, does not become effective for seven (7) days after I sign it. I understand that I may revoke (that is, cancel) the Agreement by submitting my intent to revoke in writing to Company, Attn: Human Resources, 1050 Dearborn Drive, Columbus, Ohio 43085, or via fax to 614-841-5890, during this seven (7) day period and that this Agreement shall not become effective or enforceable and the consideration due shall not become payable until the seven (7) day revocation period has expired and I have not revoked this Agreement. The intent to revoke the Agreement must be in writing and, if mailed, must be postmarked within the revocation period, sent by certified mail, and properly addressed.

5.    This waiver is not requested in connection with an existing incentive or other employment termination program.
6.    I have not relied on any representations, promises, or agreements of any kind made by Company in connection with my voluntary decision to sign this Waiver except those set forth in this Agreement and the attachments to it. I understand this Waiver does not waive rights or claims that may arise after this Waiver is executed, and that I will sign an additional Waiver effective December 31, 2022, the form of which is attached hereto as Exhibit A.
    13

I have read the terms of this Agreement carefully and acknowledge that I have been advised to consult with an attorney to review it and have done so or voluntarily elected not to do so. I clearly understand all of the terms of this Agreement. I have not been forced or pressured in any manner whatsoever to sign this Agreement. I am fully capable of comprehending all of the Agreement’s terms and voluntarily agree to all of its terms.
                    
                        
                        /s/ Robert Johnson                
                        Robert Johnson
                                
                        Date:    October 2, 2022            


                        
                        Vertiv Holdings Co (and its affiliates)

/s/ Stephanie L. Gill
Stephanie L. Gill
Chief Legal Counsel
                        October 2, 2022
[signature page – Retirement Agreement]

Exhibit A
General Release and Waiver of Claims

This General Release and Waiver of Claims (“Agreement”) is made by and between Robert Johnson (the “Employee,” “YOU” or “YOUR”) and Vertiv Group Corporation (which owns Vertiv Corporation) and Vertiv Holdings Co, Employee’s current employer (collectively, the “Company”) (each, a “Party” and, collectively, the “Parties”), and is effective as of the date set forth on the signature page (the “Date of this Agreement”).
WHEREAS, EMPLOYEE’s employment continued for a period of time pursuant the Retirement Agreement and General Release and Waiver of Claims to which this General Release and Waiver of Claims is Exhibit A (the “Separation Agreement”); and

WHEREAS, EMPLOYEE’s employment with the Company has ended.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Separation from and Termination of Employment.
a.Termination of Employment. EMPLOYEE’s employment with the Company and all positions EMPLOYEE holds or has held with the Company terminated on December 31, 2022 (the “Termination Date”). Except for the payments described in the Separation Agreement, which is hereby incorporated by reference, Employee acknowledges that s/he has received all compensation and Employee benefits to which s/he is otherwise entitled.
b.Salary Compensation through the Termination Date. Regardless of whether Employee executes this Agreement and to the extent that Employee has not already received payment, Company shall pay Employee (i) all unpaid base compensation to which s/he is otherwise entitled at her/his current rate and status (“Current Base Salary”) as of the Termination Date, for all time worked through the Termination Date.
c.No Additional Payments for Bonus, Commission, or other Incentive Plan Compensation. The compensation and benefits described above and payments described below, are in full accord and satisfaction and inclusive of, any bonus, commission, or other incentive pay due to Employee for employment up to and including the Termination Date. Except as explicitly provided for in this Agreement and the Separation Agreement, Employee shall have no right to any further payments by the Company, including payment of bonuses, commissions, deferred compensation, or any other incentive payments or bonus payments.
d.Separation Agreement Monetary Consideration. Pursuant to the Separation Agreement and in exchange for execution of this Agreement, the Company shall provide to EMPLOYEE the monetary consideration provided for in paragraph 1 of the Separation Agreement.
e.No Prior Entitlement to Severance Benefits. The parties agree that the Company has no legal obligation to furnish Employee with all the monetary consideration provided for in the Separation Agreement, which is in addition to anything of value to which Employee was already entitled to before signing this Agreement.
2.Release by Employee. In exchange for the valuable consideration described herein, to which Employee would not otherwise be entitled and the adequacy of which is hereby acknowledged, by


signing this Agreement Employee, for himself, his spouse, his marital community, and anyone who has or obtains legal rights or claims through him, agrees to the following:

a.Employee hereby forever releases and discharges Company, including all of their past and present Employee benefit and pension plans and funds, divisions, subsidiaries, affiliated entities, successors, assigns, heirs, predecessors in interest, joint ventures, commonly controlled corporations and related entities, and all of their past and present agents, Employees, representatives, officers, directors, shareholders, attorneys, accountants, insurers, reinsurers, fiduciaries, administrators, and trustees, whether acting as an agent for Company or in an individual or any other capacity (collectively “Released Parties”) from any and all causes of actions, charges, complaints, suits, claims, demands, obligations, costs, losses, damages, rights, judgments, attorneys’ fees or other fees, expenses, bonds, bills, penalties, fines, and all other liabilities of any kind whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, including but not limited to those arising from any acts or omissions occurring up to and including the date Employee signs this Agreement, including those arising under any theory of law, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether known or unknown, whether in law or in equity, which Employee or they had or may claim to have by reason of any actual, alleged or threatened act, omission, transaction, practice, plan, policy, procedure, conduct, statement, occurrence or other matter, or any number or combination thereof.
Such released claims include, without limitation, any and all claims of discrimination on the basis of race, color, sex, sexual harassment, religion, retaliation, creed or national origin under Title VII of the Civil Rights Act of 1964, as amended, or on the basis of age under the Age Discrimination in Employment Act of 1967, as amended, or on the basis of disability under the Americans with Disabilities Act, or on the basis of sex under the Equal Pay Act; any and all claims of pay discrimination under Title VII of the Civil Rights Act, Lilly Ledbetter Fair Pay Act, Americans with Disabilities Act, and Age Discrimination in Employment Act; any and all claims of discrimination on the basis of race, color, sex, sexual harassment, sexual orientation, gender identity, marital or familial status, creed, national origin, retaliation, age, religion and disability under any and all applicable state statutes and/or county and city ordinances including but not limited to the Missouri AIDS Act, Mo. Rev. Stat. § 191.665, et seq.; Missouri Breastfeeding Rights Law, Mo. Rev. Stat. § 191.918, et seq.; Missouri Employment Security Act, Mo. Rev. Stat. § 288.010, et seq.; Missouri Equal Pay Law, Mo. Rev. Stat. §§ 290.400 to 290.460; Missouri Genetic Testing Information Bias Law, Mo. Rev. Stat. §§ 375.1300, 375.1303, 375.1306, and 375.1309; Missouri Handicap Discrimination Statute, Mo. Rev. Stat. §§ 209.150, 290.160, 290.162, and 209.180; Missouri Human Rights Act, Mo. Rev. Stat. § 213.010, et seq.; Missouri Minimum Wage Law, Mo. Rev. Stat. § 290.500, et seq.; Missouri Service Letter Statute, Mo. Rev. Stat. § 290.140; Missouri Smokers’ Rights Law, Mo. Rev. Stat. § 290.145, et seq.; Retaliation for Exercise of Rights Under Missouri Workers’ Compensation Act, Mo. Rev. Stat. § 287.010, et seq.; Missouri Victims Economic Safety and Security Act, Mo. Rev. Stat. § 286.625, et seq.; Ohio Fair Employment Practices Act – Ohio Rev. Code Ann. § 4112.01, et seq.; Ohio Statutory Provisions Regarding Retaliation/Discrimination for Filing Worker’s Compensation Claim – Ohio Rev. Code Ann. § 4123.90; Ohio Equal Pay Law – Ohio Rev. Code Ann. § 4111.13 et seq.; Ohio State Wage Payment and Work Hour Laws - Ohio Rev. Code Ann. § 4111.01, et seq.; Ohio Political Action of Employees Laws; Ohio Witness and Juror Leave Laws - Ohio Rev. Code Ann. § 2313.18, et seq.; Ohio Voting Leave Laws - Ohio Rev. Code Ann. § 3599.06, et seq.; Ohio Military Family Medical Leave Act - Ohio Rev. Code Ann. § 5906.01, et seq.; claims based on


a violation of Ohio public policy; and any discrimination/retaliation claims under § 1981 of the Civil Rights Act of 1866; any other claims of discrimination and retaliation under local, state or federal law, regulation or Executive Order; any claims under the Older Worker Benefit Protection Act; any and all claims under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act, including any claims in contract or tort; any and all wrongful termination causes of action, including the covenant of good faith and fair dealings, breach of an implied or express contract, negligent or intentional infliction of mental distress, promissory estoppel/detrimental reliance, defamation, negligent retention; any claims for lost wages, benefits, expenses, severance, compensatory or punitive damages, attorneys’ fees, and all claims for any other type of damage relief; any and all claims under the Worker Adjustment and Retraining Notification (WARN) Act; any and all claims under the Family and Medical Leave Act (FMLA); any and all claims under any state labor laws; and any and all claims under the Employee Retirement Income Security Act (ERISA).

b.Employee warrants and represents that (a) Employee has not filed or authorized the filing of any complaints, charges, or lawsuits against Company or any of the Released Parties with any governmental agency, court, or self-regulatory organization (“SRO”) and that if, unbeknownst to Employee, such a complaint, charge or lawsuit has been filed on Employee’s behalf, Employee will immediately cause it to be withdrawn and dismissed; (b) without waiving any prospective or retrospective rights under the Fair Labor Standards Act (FLSA), Employee has been paid all compensation, wages, bonuses, commissions, and/or benefits to which Employee may be entitled; (c) Employee has no known workplace injuries or occupational diseases, nor is Employee aware of any facts (including any injuries or illnesses) that might lead Employee to file a workers’ compensation claim against any of the Released Parties; (d) Employee has been provided and/or have not been denied any leave requested under the Family and Medical Leave Act or any similar state law; and (e) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate, or cause a default under any agreement, contract or instrument to which Employee is a party or any judgment, order or decree to which Employee is subject.
c.It is the intent of the Parties to release all claims of Employee that can legally be released but no more than that.
d.YOU are not, by signing this Agreement, releasing or waiving (1) any existing vested interest YOU may have in any 401(k) or profit sharing plan by virtue of YOUR employment with Company; (2) any rights or claims that may arise after this Agreement is signed; (3) the post-employment benefits and payments specifically promised to YOU under this Agreement and the Separation Agreement; (4) the right to institute legal action for the purpose of enforcing the provisions of this Agreement; or (5) any claim YOU have against the Company or any Released Party for indemnification under that certain Indemnification Agreement between YOU and Vertiv Holdings Co, which shall continue despite the termination of your employment (i.e., such termination shall have no adverse impact on any of YOUR rights thereunder and the Company shall remain fully liable under such Indemnification Agreement). It is the express intent of the Parties that the Indemnification Agreement and all the Company’s obligations in its bylaws or otherwise to indemnify YOU shall continue notwithstanding the termination of YOUR employment).


e.Except as may be necessary to enforce this Agreement, and to the fullest extent permitted by law, Employee agrees not to permit, authorize, initiate, encourage, support, join, or continue any lawsuit, complaint, arbitration, or other legal proceeding against any of the Released Parties based in whole or in part on any claim covered by this Agreement. Employee further agrees that Employee will not permit herself to be a member of any class in any court or in any arbitration proceeding seeking relief against any of the Released Parties based on claims released by this Agreement, and that even if a court or arbitrator rules that Employee may not waive a claim released by this Agreement, Employee will not accept or be entitled to any money damages or other relief in connection with any other action or proceeding asserting any of the claims against any of the Released Parties.
f.Notwithstanding the above, nothing in this Agreement shall be construed to limit Employee’s right to seek or obtain a whistleblower award from the Securities and Exchange Commission (“SEC”) pursuant to Section 21F of the Exchange Act or to receive an award for information provided to any government agency, nor does it limit Employee’s ability to communicate with any government agencies or otherwise participate or cooperate with an investigation conducted by the Equal Employment Opportunity Commission, SEC, or other federal or state government agency, including providing documents or other information, without notice to Company. Employee agrees that this Agreement may be pled as a complete bar to any action or suit before any administrative body or court with respect to any complaint or claim arising under any federal, state, local, and/or other law relating to any possible claim that exists, or may have existed, that relates in any way to Company based on any events occurring up to and including the date that Employee signs this Agreement.
3.Provisions Relating to ADEA Release. Employee understands that the foregoing general release of claims also releases any claims that Employee may have against any Released Party under the Age Discrimination in Employment Act of 1967, except any challenge to the knowing and voluntary nature of ADEA waiver. Employee represents that he is aware, understands and agrees that:
a.The claims released above include all claims he has or may have arising out of or related to the Age Discrimination in Employment Act (the “ADEA”).
b.Those ADEA claims waived, released and discharged do not include any claims that may arise after the Date of this Agreement;
c.He has twenty-one (21) days within which to consider this Agreement;
d.He is advised to consult with an attorney regarding, and before signing, this Agreement;
e.He may revoke this Agreement at any time within seven (7) days after the day he signs it, and this document will not become effective or enforceable and no payments or benefits under this Agreement will be payable until the eighth day, and only if Employee has not revoked this waiver. after the Date of this Agreement, on which day (the “Effective Date”), this Agreement will automatically become effective and enforceable unless revoked within that seven-day period; and
f.This waiver is not requested under an employment termination or other exit incentive.


4.    Confidentiality. Unless this Agreement is made public by the Company, without the prior written authorization of the Company, Employee shall not at any time, directly or indirectly, discuss with or disclose to anyone (other than to Employee’s spouse, his/her attorneys and accountants or as otherwise required by law), the terms or existence of this Agreement.
5.    No Admission of Liability or Wrongdoing. Both Parties to this Agreement agree that its existence and payments are not an admission of any wrongdoing, unlawful conduct or liability by either Party and both Parties agree not to assert that this Agreement is an admission of wrongdoing or liability. The Parties agree that this Agreement is a compromise and settlement of claims.
6.    Continuation and Effect of Prior Agreements.
a.    Employee has certain continuing obligations to the Company including specific obligations relating to non-disclosure, confidentiality, non-solicitation and non-competition as specified in the Separation Agreement.
b.    The Parties agree that nothing in this Agreement alters the obligations of the Parties as specified in the Separation Agreement, which Agreement continues in effect.

c.    With the exception of the Separation Agreement, any other oral or written employment contract(s) previously existing between the Company and Employee and the obligations of all parties thereunder, except to the extent they are carried over and preserved in the Separation Agreement and/or this Agreement, are of no further force or effect.

7.    Miscellaneous.
a.Waiver. No waiver of any of the terms of this Agreement shall be effective unless in writing and signed by the party to be charged therewith. No waiver of any provision in this Agreement shall extend to or affect any obligation not expressly waived, impair any rights consequent on such obligation, or imply a subsequent waiver of that or any other provision.

b.Successors and Assigns. This Agreement is personal to Employee and may not be assigned by Employee without the written agreement of the Company. The Company retains the right to transfer its rights and obligations under this Agreement to any successors and/or assigns.

c.Enforceability. If a court finds any term of this Agreement to be invalid, unenforceable, or void, the Parties agree that the court shall modify such term to make it enforceable to the maximum extent possible. If the term cannot be modified, the Parties agree that the term shall be severed and all other terms of this Agreement shall remain in effect.

d.Law Governing. This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of Ohio or, where applicable, United States federal law, in each case, without regard to any conflicts of law provisions or those of any state other than Ohio. The Parties agree that jurisdiction and venue shall lie exclusively in Franklin County, Ohio for any action involving the validity, interpretation, or enforcement of this Agreement, or for any claim for breach of this Agreement, for damages, and for other relief sought under this Agreement.

e.Full Agreement. This Agreement, including the Separation Agreement to which this is Exhibit A, contains the full agreement between Employee and the Company. Except as specifically provided herein, this Agreement may not be modified, altered, or changed in any way except by written agreement signed by both Parties. The Parties agree that this Agreement, in conjunction with the Separation Agreement, supersedes and terminates any and all other written and


oral agreements and understandings between the Parties, other than those referenced in this Agreement.

f.Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been included.

EMPLOYEE HAS READ THIS DOCUMENT, FULLY UNDERSTANDS EVERY TERM AND VOLUNTARILY, AND KNOWINGLY ENTERS INTO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement on the respective dates set forth below.

Dated: ____________________        
    EMPLOYEE

Dated:____________________        ________________________________
VERTIV HOLDINGS CO (AND ITS AFFILIATES)
                                            Exhibit 10.6

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement ("Agreement") is made by and between Vertiv Group Corporation, a Delaware corporation with an office located at 1050 Dearborn Drive, Columbus, OH 43085 ("Vertiv") and Robert Johnson, with a business address at 1050 Dearborn Drive, Columbus, OH 43085 ("Contractor"), and is effective as of January 1, 2023 (“Effective Date”).

Vertiv desires to engage Contractor as an independent contractor, and not as an employee, to perform and deliver certain services on the terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Scope of Services
1.1 Duties. Contractor shall perform for and deliver to Vertiv the services described in Exhibit A, which is incorporated herein by reference for all purposes, as it may be modified by Vertiv and Contractor from time to time (the "Services"). Contractor initially shall report to the Vertiv employee set forth on Exhibit A in connection with the performance and delivery of the Services (the "Project Manager"). The Project Manager may be changed upon written notice given by Vertiv to Contractor. In connection with his services, Vertiv shall use reasonable efforts not to provide Contractor with any material non-public information regarding Vertiv.
1.2 Performance/Delivery. Contractor shall use reasonable commercial efforts to perform the Services in accordance with the timetable and milestones set forth on Exhibit A, as may be modified by Vertiv and Contractor from time to time. Contractor agrees, while working on Vertiv's premises, to observe Vertiv's rules and policies relating to security of, access to or use of Vertiv's premises or any of Vertiv's properties, including Confidential Information (as that term is defined below). All Services are to be performed to the satisfaction of the Project Manager.
1.3 Personal Agreement. This Agreement is personal between Vertiv and Contractor, and Vertiv is relying on Contractor's expertise in performing the Services. Contractor may not assign, delegate or subcontract any of the Services without the prior written consent of Vertiv.
1.4 Independent Contractor. The parties agree that Contractor is an independent contractor in the performance of the Services and is not an employee of Vertiv. Vertiv shall take no deductions from any compensation paid to Contractor for taxes or related payroll deductions, and Contractor agrees to file all such forms and pay all such taxes as may be required by virtue of Contractor's status as an independent contractor. Vertiv shall carry no worker’s compensation, health, accident or disability insurance to cover Contractor or its personnel. CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD VERTIV, ITS AFFILIATED ENTITIES, SUCCESSORS AND ASSIGNEES AND THEIR RESPECTIVE PARTNERS, SHAREHOLDERS, OFFICERS, DIRECTORS, MANAGERS AND EMPLOYEES HARMLESS FROM ANY FAILURE BY CONTRACTOR TO FILE SUCH FORMS OR PAY SUCH TAXES. Nothing herein shall imply a partnership, joint venture or principal and agent relationship between the parties. Neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other. All persons furnished by Contractor for Contractor’s performance of Services under this Agreement shall be solely Contractor’s employees or
1

agents, and shall not be deemed to be employees of Vertiv for any reason whatsoever. Contractor will retain full control over the manner in which it performs the Services and full control over the employment, direction, compensation and discharge of all persons assisting it in performing the Services. Contractor’s obligations under this Agreement shall be binding upon anyone assigned by Contractor to perform Services for Vertiv and Contractor shall be responsible for informing those persons of such obligations and ensuring their compliance. Subject to the terms hereof and any other contract or agreement between the parties hereto, Contractor may provide services to other persons or entities.
1.5 Benefits Waiver. Contractor and its employees or agents will not be entitled to worker’s compensation, retirement, insurance or other benefits afforded to employees of Vertiv.

2. Term and Termination.
2.1 Term. This Agreement shall commence on the date and year first above written and shall continue for a period of five (5) years unless earlier terminated upon the mutual agreement of the parties (such period referred to herein as the “Term”).
2.2 Termination for Breach. If either party defaults in the performance of any material provision of this Agreement, the non-defaulting party may terminate this Agreement upon notice thereof.
2.3 Return of Materials; Cooperation. Upon expiration or termination of this Agreement, Contractor shall promptly return to Vertiv (i) all records, materials, equipment, drawings and documents which are owned, leased or licensed to Vertiv; and (ii) any data of any nature pertaining to or incorporating any Confidential Information of Vertiv, including copies thereof, regardless of when obtained by or made available to Contractor. Additionally, at Vertiv’s request and on a time-and-materials basis, Contractor shall prepare and submit such documentation as may be necessary to evidence the results of the Services and the progress of Contractor in the performance of the Services.
2.4 Payment to Contractor. In the event of early termination of this Agreement, and conditioned upon return of all Vertiv Confidential Information (as defined below), work product and property, Vertiv shall pay Contractor its accrued but unpaid compensation for Services rendered through the time of termination and shall reimburse Contractor for expenses properly incurred and documented in accordance with the provisions of Section 3.2. Vertiv may withhold a reasonable amount to compensate it for any estimated damages in the event Vertiv terminates this Agreement as a consequence of Contractor's breach of this Agreement or if Contractor fails to comply with Contractor's obligations under Sections 2.3, 4.3 or 4.4 after termination of this Agreement.
2.6 Survival. The expiration or termination of this Agreement for any reason shall not terminate the obligations or liabilities of the parties under Sections 3, 4, 5, 6, 7, 8 and the applicable portions under this Section 2, each of which shall survive any such expiration or termination.

3. Compensation
3.1 Compensation. In consideration of the Services, Vertiv agrees to pay Contractor as set forth in the applicable Statement of Work, attached hereto as Exhibit A. Vertiv will pay Contractor without invoicing for the base fee; provided, that Contractor will invoice Vertiv on a monthly basis for any payments not made by Vertiv, and Vertiv’s payment terms shall be Net 90 days from receipt date of a correct and fully-documented invoice.
2

3.2 Expense Reimbursement. Vertiv shall reimburse Contractor for reasonable expenses incurred in connection with the performance of the Services solely to the extent such expenses are pre-approved in writing by Vertiv. Invoices for reimbursable expenses shall be submitted to the Project Manager for approval, together with all supporting documentation reasonably required by Vertiv, and Vertiv shall pay such invoices within thirty (30) days following such approval.

4. Confidentiality; Work Product
4.1 Confidentiality. Contractor agrees to keep confidential and not to disclose or make any unauthorized use of any trade secrets, confidential information, knowledge, data or other information of Vertiv relating to products, processes, software, know-how, designs, formulas, test data, customer lists, financial or business data, marketing plans and strategies, pricing strategies or other subject matter pertaining to any business of Vertiv or any of Vertiv's clients, customers, suppliers, Contractors, licensees or affiliates (collectively referred to herein as "Confidential Information"), which Contractor may have produced, obtained, learned or otherwise acquired during the course of rendering services to Vertiv (including, but not limited to, the Services). Contractor's duty to maintain such Confidential Information in confidence hereunder shall survive the termination of this Agreement for a period of three (3) years, except to the extent that any such Confidential Information becomes generally known in the industry through no direct or indirect fault of Contractor. Contractor agrees that such Confidential Information will be used for no purpose other than for Services provided to Vertiv under this Agreement. Upon completion of the Services or the request of Vertiv, whichever is earlier, such Confidential Information will be returned to Vertiv.
4.2 Other Obligations. Contractor acknowledges that Vertiv from time to time may have agreements with third parties which impose obligations or restrictions on Vertiv regarding inventions or creative works made during the course of work thereunder or regarding the confidential nature of such work. Contractor agrees to be bound by all such obligations and restrictions of which Contractor is informed and to take all action necessary to discharge the obligations of Vertiv thereunder upon notice of same from Vertiv.
4.3 Work Product. Contractor acknowledges that any work product generated by Contractor, whether or not patentable, or subject to copyright or trademark or trade secret protection, conceived, developed, produced or deliverable by Contractor, whether alone or jointly with others, in connection with or pursuant to the Contractor’s performance under this Agreement is the sole and exclusive property of Vertiv. Contractor hereby assigns and agrees to assign all of its respective rights, title and interest in such work product, including without limitation all patents and patent applications, all trademarks and service marks and all applications for registration of the same, and, upon being reduced to a tangible form, all copyrights therein, to Vertiv. Each copyrightable element of the Services created in connection with the performance of Contractor’s obligations under this Agreement shall be a “work made for hire” for purposes of U.S. copyright laws. Vertiv shall own all data by, from or about Vertiv and its customers that is received or obtained by Contractor in connection with its performance under this Agreement, including without limitation, all data about the use of the Services by Vertiv and its customers. Contractor agrees to execute such documents of assignment or take such other action as Vertiv may reasonably request to evidence, perfect or effect the transfer, recordation or protection of such work product. Contractor agrees that such work product will be used for no purpose other than for Services
3

provided to Vertiv under this Agreement. Upon completion of the Services or the request of Vertiv, whichever is earlier, such work product will be returned to Vertiv.
4.4 Indemnity for Use of Existing Programs. If, in the performance of Services, Contractor incorporates elements from existing programs, whether prepackaged, off-the-shelf, proprietary or otherwise, Contractor is responsible for obtaining at its own expense any and all releases or royalty fees, nonexclusive and irrevocable licenses to Vertiv and affiliated entities of Vertiv necessary to utilize the material in such fashion and will provide written assurance to Vertiv that such releases and permission has been obtained.

5. Contractor Warranties; Conflict of Interest
5.1 Contractor represents and warrants to Vertiv as follows: (a) Contractor has the expertise, experience and knowledge to perform and deliver the Services; (b) Contractor will use reasonable commercial efforts to perform and deliver the Services in a diligent and timely manner; (c) Contractor is not a party to any agreement which prohibits, and is not otherwise prohibited from, performing and delivering the Services; (d) any work product prepared by Contractor as a consequence of the Services will not misappropriate or infringe the intellectual property rights of third parties; (e) Contractor will perform and deliver the Services in accordance with Exhibit A; and (f) Contractor will perform and deliver the Services in accordance with all applicable laws, ordinances, requirements, directions, rules, statutes, regulations or lawful orders of any governmental authority or agency.
5.2 Contractor further represents and warrants to Vertiv as follows: (i) it has no conflict of interest with respect to the Services to be performed for Vertiv under this Agreement; (ii) it has not entered into any contract or agreement, or executed any document whatsoever, with any other person, firm, association, corporation or educational institution that will in any manner prevent it from: (a) giving Vertiv the exclusive benefit of services under this Agreement; (b) disclosing and assigning ideas, inventions, computer software, trade secrets, and other intellectual property exclusively to Vertiv hereunder; and (c) performing any other provision of this Agreement; (iii) it will not enter into any such contract or agreement, or execute any such document, which will create a conflict of interest or which will prevent it from freely performing any of the provisions of this Agreement; and (iv) it will not knowingly incorporate confidential information of any person or entity not a party to this Agreement into any materials furnished to Vertiv hereunder without prior written notice to Vertiv.
5.3 Contractor shall not, directly or indirectly, in the name of, on behalf of, or for the benefit of Vertiv offer, promise or authorize to pay any compensation, or give anything of value, to any official, agent or employee of any government or governmental agency, or to any political party or officer, employee, or agent thereof, or any candidate for political office. Contractor shall require each of its directors, officers, employees and agents to comply with the provisions of this Section 5.3. Any breach of this section shall entitle Vertiv to terminate this Agreement effective immediately upon notice to Contractor.

6. Permits
Contractor shall acquire and maintain in good standing, and at its sole expense, all permits, licenses and other entitlements required of it by law in the performance of Services under this Agreement.

4

7. INDEMNIFICATION AND LIMITATION OF LIABILITY
7.1 CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS VERTIV, AND VERTIV’S PARENT, AFFILIATES, DIVISIONS, SUCCESSORS AND ASSIGNEES AND THEIR RESPECTIVE PARTNERS, SHAREHOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS AND INVITEES (REFERRED TO COLLECTIVELY AS THE “INDEMNIFIED PARTY”) AND EACH OF THEM FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS, LIABILITIES, AND/OR ACTIONS ASSERTED BY ANY PERSON, INDIVIDUALLY OR THROUGH ANY REPRESENTATIVE, INCLUDING ALL COSTS, ATTORNEY FEES, SETTLEMENT FUNDS, DAMAGES OR EXPENSES RESULTING OR ALLEGEDLY RESULTING OR ARISING FROM (I)ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, (II) ANY ACTUAL OR ALLEGED VIOLATION BY CONTRACTOR, OR CONTRACTOR'S EMPLOYEES, CONTRACTORS OR AGENTS, OF ANY PATENT, INTELLECTUAL PROPERTY RIGHTS OR LICENSES RELATING TO THE EQUIPMENT SUPPLIED OR SERVICES PERFORMED BY CONTRACTOR, AND (III) ANY CLAIM BROUGHT AGAINST VERTIV ARISING OUT OF THE DELIVERY AND PROVISION OF SERVICES BY CONTRACTOR OR CONTRACTOR’S EMPLOYEES, CONTACTORS, AGENTS OR THIRD PARTIES, INCLUDING WITHOUT LIMITATION ANY AND ALL ACTUAL OR ALLEGED INJURIES OR DEATH OF ANY PERSON OR DAMAGE TO ANY PROPERTY (THE “INDEMNIFIED LIABILITIES”).
7.2 NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, ANY DAMAGES CLAIMED FOR LOSS OF INCOME, REVENUE, OR PROFITS OR FOR LOSS OF GOODWILL) ARISING FROM OR RELATED TO SERVICES PROVIDED PURSUANT TO THIS AGREEMENT.

8. Restrictive Covenants
8.1Non-disparagement. Contractor agrees not to engage in any conduct that is injurious to the reputation or interests of Vertiv, or any of their officers, directors, employees, or agents, including but not limited to publicly disparaging (or inducing or encouraging others to publicly disparage) Vertiv, or any of their officers, directors, employees, or agents. For purposes of this Agreement, the term “disparage” includes without limitation making any comments, written or oral, or statements to any third party, the press, or other media regarding Vertiv, or any of its officers, directors, employees, or agents; any individual or entity with whom Vertiv has a business relationship; or any other third party that could adversely affect in any manner (a) the conduct of Vertiv’s business or the business reputation of Vertiv or any director, officer, employee, or agent thereof, or (b) the personal reputation of any director, officer, employee, or agent of Vertiv.
8.2Non-Competition and Non-Solicitation. Contractor acknowledges that, as a result of the historical relationship with Vertiv, if Contractor were to work for a competitor during or upon the termination of this relationship for any reason, such action could cause irreparable harm for which Vertiv could not adequately be compensated by damages in an action at law. As such, Contractor agrees that the
5

following covenants and restrictions are reasonable and necessary to protect Vertiv’s legitimate interests including, but not limited to, the preservation of Confidential Information:
(a)Restrictions on Competing Against Vertiv. Contractor agrees that during the Term and for a period of twelve (12) months from the end of the Term, Contractor will not, directly or indirectly, own, manage, operate, join, control, be employed by or with, or participate in any manner with an individual (including Contractor), corporation, limited liability company, partnership, joint venture, association, or other entity, regardless of form, that is directly engaged in whole or in relevant part in any business or enterprise that is the same as, or substantially the same as, the Business of Vertiv, or that is taking material steps to engage in such business (a “Competing Business”) that competes with any one or more of the businesses within Vertiv (each a “Business Unit”) for which Contractor performed work, or for which Contractor had access to Confidential Information, during the term of this Agreement anywhere in the geographic territory in which any Business Unit of Vertiv operates and competes for business if, in the two (2) year period preceding the effective date of this Agreement, Contractor: (1) performed work for the Business Unit; (2) had responsibility over the Business Unit; (3) had access to Confidential Information of the Business Unit; or (4) had Business Contact with Customers or Prospective Customers of the Business Unit (the “Restricted Territory”) where: (1) doing so will require Contractor to provide the same or substantially similar services to any such Competing Business as those which Contractor provided to Vertiv during the last two (2) years prior to the end of the Term; (2) the role would involve the use, potential use or inevitable disclosure of Vertiv’s Confidential Information; or (3) the role would involve contact with individuals, companies, or other entities for whom Vertiv has provided or does provide products or services in connection with the Business of Vertiv during the Term or in the one (1) year period prior to the effective date of this Agreement (“Customers”) or individuals, companies, or other entities whom Vertiv has provided written proposals concerning the Business of Vertiv during the Term or in the one (1) year period prior to the effective date of this Agreement (“Prospective Customers”) with which Contractor had business contact. In accordance with Opinion 2020-01 of the Ohio Board of Professional Conduct, this provision is not intended to and does not restrict Contractor’s right to practice law.
To the extent that these provisions conflict with any other agreement signed by Contractor relating to competition or solicitation, the provisions that are most protective of Vertiv’s interests, and the interests of any of its subsidiaries or affiliates’, shall govern.
(b)Restrictions on Interfering with Employment Relationships with Vertiv. Contractor agrees that during the Term and for a period of twelve (12) months from the end of the Term, Contractor will not, either directly or indirectly, solicit, call upon, or take away any employee of Vertiv, nor will Contractor attempt to or assist anyone else to hire, solicit, call upon, or take away any employee of Vertiv, nor will Contractor seek to persuade or assist anyone else to persuade any such employee to discontinue employment with Vertiv. For purposes of this provision, “employee” shall mean any employees or officers who were employed by Vertiv at any point during the Term, or within the one (1) year period prior to the effective date of this Agreement.
6

(c)Non-Solicitation of Customers and Prospective Customers. Contractor agree that during the Term and for a period of twelve (12) months from end of the Term, Contractor will not, either directly or indirectly, solicit, divert, or appropriate, or attempt to solicit, divert or appropriate, any Customer or Prospective Customer with whom Contractor has had Business Contact during the Term, or about whom Contractor has any Confidential Information, for the purpose of providing services that are the same as or substantially similar to those provided in the Business of Vertiv.
(d)Non-Interference of Vendors and Suppliers. Contractor agrees that during the Term and following the end of Term, Contractor will not directly or indirectly interfere with Vertiv’s relationships with its vendors and suppliers in any manner that is prohibited by contract or law.

9. Notices
9.1 All notices hereunder must be in writing and shall be deemed validly given when delivered by hand, by nationally recognized overnight express delivery service or by First Class United States mail, certified, return receipt requested, addressed as follows:

To Vertiv:         Vertiv Group Corporation
1050 Dearborn Drive
Columbus, OH 43085
Attn: Legal Department

To Contractor:         Personal email provided to the Legal Department
            
Any notice or other communication mailed as herein provided shall be deemed effectively given (a) on the date of delivery, if delivered by recognized, professional courier or (b) on the date received, if sent by overnight express delivery or if sent by U.S. mail. The parties may substitute recipient's names and addresses by giving at least 10 days’ notice as provided hereunder. Rejection or refusal to accept delivery of any notice, or the inability to deliver any notice because of a changed address of which no notice was given, shall be deemed to be receipt of any such notice.

10. Miscellaneous
10.1 Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by, Vertiv's successors and assigns. The rights and obligations of Contractor under this Agreement may only be assigned with the prior written consent of Vertiv.
10.2 Governing Law. This Agreement shall be governed by the laws of the State of Ohio and any action to enforce the provisions of this Agreement shall be brought in a court of competent jurisdiction in Franklin County, Ohio.
10.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.
7

10.4 Expenses. Except as provided in Section 3.2, each party hereto shall pay such party's own expenses incurred (including, without limitation, the fees of counsel) on such party's behalf in connection with this Agreement or any transactions contemplated by this Agreement.
10.5 Waivers. No waiver of any provision of this Agreement shall be effective, except pursuant to a written instrument signed by the party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
10.6 Force Majeure. Neither party shall be liable for its failure to perform under this Agreement (a) to the extent the non-performance is caused by events or conditions beyond that party’s control, and (b) provided that party gives prompt notice to the other party and makes all reasonable efforts to perform.
10.7 Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto, and supersedes all prior or contemporaneous written or oral communications or agreements between Vertiv and Contractor, regarding the subject matter hereof. This Agreement may only be amended by a signed, written agreement between Vertiv and Contractor.
10.8 Counterparts. This Agreement may be executed in two counterparts each of which shall be an original and together which shall constitute one and the same instrument.
10.9 Acknowledgment. Contractor acknowledges that it has fully read and understands this Agreement, has had an opportunity to consult with its counsel regarding this Agreement, and, intending to be legally bound hereby, has freely and voluntarily executed this Agreement.
10.10 Headings. The section headings and subheading used herein are for ease of reference only and are not to be considered in the construction of this Agreement.
10.11 No Presumption Against Drafter. The parties agree that, despite any legal presumption or common law doctrine to the contrary, this Agreement shall not be construed against the drafter as both parties have had the opportunity to participate in the negotiation and drafting of the terms and conditions and preparation of this Agreement.
10.12 Authority. The signatories below represent and warrant that they have read this Agreement, that they are fully authorized in the capacity shown, that they understand the terms of the Agreement and that they are executing the Agreement voluntarily, upon their best judgment and solely for the consideration described in this Agreement.

[signature page follows]
8

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.

VERTIV GROUP CORPORATION                ROBERT JOHNSON


By: /s/ David Fallon                        /s/ Robert Johnson            
Name:     David Fallon                        
Title:     VP, CFO, and Treasurer                
Date:     October 2, 2022                        Date:     October 2, 2022            
[Signature Page – Independent Contractor Agreement]

Exhibit A
A.Project Description

Services will include normal transition services, advisory and management coaching services, assistance and cooperation with litigation matters, customer relations, technical advisor services and consultation upon matters within the unique knowledge of Contractor.
.

B.List of Deliverables
1)Market and business reports (as requested by Vertiv)
2)Advisory service update reports (as requested by Vertiv)


C.Performance of Services - Schedule
Services Start Date: January 1, 2023
Schedule: Ten days per year (80 hours per year)
Estimated Duration of Project: Up to 60 months

D.Accessing Company's Systems
None. Vertiv shall use reasonable efforts not to provide Contractor with any material non-public information regarding Vertiv.

E.Key Contact
Chief Executive Officer – Giordano Albertazzi
F.Project Fees and Payment
Payment of all fees shall be made pursuant to the terms of Section 3 of the Agreement.
Fees will be paid on a monthly basis at a rate of $1,666.67 per month, regardless of the number of hours worked, plus reasonable travel expenses as pre-approved by Vertiv.
Total Cost: In no event will the total cost of all Services invoiced to Vertiv exceed $20,000 per annum.
Exhibit 10.7

EMPLOYMENT TERM SHEET

This Employment Term Sheet (this “Term Sheet”) for Giordano Albertazzi (“Executive”), dated as of October 3, 2022 (the “Term Sheet Execution Date”), sets forth employment terms by and on behalf of Vertiv Corporation and Vertiv Holdings Co (the “Company”) to promote Executive to (i) COO and President, Americas, effective as of the Term Sheet Execution Date and (ii) the CEO, effective as of January 1, 2023 (the “Transition Date”). 

This Term Sheet shall constitute a binding commitment on the part of the Company and Executive. Prior to the Transition Date, the Company and Executive shall cooperate in good faith to memorialize the terms set forth this Term Sheet in more detailed agreement(s); provided, that unless and until any such more detailed agreement(s) are executed by the Company and Executive, this Term Sheet shall be binding, but shall terminate automatically in the event that Executive terminates his employment with the Company and its affiliates prior to the Transition Date. Executive agrees that as a condition of his promotion to CEO on the Transition Date, Executive shall work with the Company to take all necessary and appropriate steps to legally terminate his employment relationship with Vertiv S.r.l. (“Vertiv Italy”) effective as of immediately prior to the Transition Date, including the validation of the mutual consent termination and settlement agreement before the competent Italian body of conciliation for employees.

Position / Primary Work LocationEffective as of the Transition Date, Executive shall serve as CEO, with a primary work location at the Company’s headquarters located in Columbus, Ohio.
Annual Base Salary
$900,000, effective as of the Term Sheet Execution Date, which will be paid in Euros from the Term Sheet Execution Date through the Transition Date (converted using the exchange rate as of the Term Sheet Execution Date), and then paid in U.S. dollars commencing on the Transition Date.
Annual Bonus
Effective as of the Term Sheet Execution Date, incentive compensation opportunity under the Company’s Annual Incentive Plan (the “AIP”) targeted at 125% of new annual base salary, subject to proration for fiscal year 2022 in accordance with the terms of the AIP. To clarify, the 2022 AIP payment will be based 75% on current compensation (80% of $500K) and 25% on new compensation (125% of $900K).
Promotion Equity Award
Subject to approval by the Compensation Committee, on or about October 5, 2022, Executive shall be granted an award of 500,000 stock options under Vertiv’s 2020 Stock Incentive Plan (the “Equity Plan”) (valued at $2.095M with a $4.19 Black Scholes) and a per-share exercise price equal to the closing price of Vertiv’s common stock on the grant date. Such stock option shall be eligible to vest in equal annual installments on each of the first four anniversaries of the grant date, subject to Executive’s continuous employment through the applicable vesting dates. Such stock option shall be subject to the terms and conditions of the Equity Plan and an accompanying award agreement.
Annual Equity Awards
Subject to approval by the Compensation Committee and in accordance with the Company’s historical annual grant practices, in 2023 and each calendar year thereafter, Executive shall be eligible to receive an equity award under the Equity Plan with a target grant date fair value equal to $3,500,000, with such other terms and conditions as may be determined by the Compensation Committee in its sole discretion. Each such annual equity award shall be subject to the terms and conditions of the Equity Plan and an accompanying award agreement.
Non-CompeteEffective as of the Transition Date, Executive shall remain subject to his existing non-compete obligations under Vertiv’s Executive Employment Policy; provided that the Company shall not be obligated to pay any cash compensation to Executive in consideration for such non-compete obligations.
Assignment BenefitsThe assignment benefits detailed in Executive’s existing employment arrangements (e.g., corporate housing in Columbus, Ohio, car arrangement in Italy, U.S. rental car reimbursement, etc.) shall remain in effect through March 14, 2023 ; provided that such assignment benefits shall cease thereafter.


Preparation of Italian and US Income Tax Returns for 2022 OnlyThe Company shall arrange and pay for the preparation of Executive’s Italian and U.S. income tax returns in Italy and the U.S. for calendar year 2022 only; provided that such arrangement and payment shall not be provided for any calendar year thereafter.
Income Tax EqualizationExecutive shall remain eligible for income tax equalization through December 31, 2022 in accordance with Company policy and Executive’s existing employment arrangements; provided, however, that such income tax equalization shall be calculated on a pro forma basis excluding (i) any increase in compensation contemplated by this Term Sheet to occur beginning on the Term Sheet Effective Date and (ii) the Promotion Equity Award set forth in this Term Sheet. Executive shall not be eligible for tax equalization for compensation on or following the Transition Date.
Vacation / PTOEffective as of the Transition Date, Executive shall be eligible to participate in the Company’s vacation/PTO policy and Executive shall waive any accrued vacation and unused holidays with Vertiv Italy.
Severance / Notice
Effective as of the Transition Date, Executive shall be eligible to receive severance benefits under Vertiv Executive Employment Policy.

Executive agrees that, effective as of the Transition Date, Executive shall no longer remain entitled to any statutory severance benefits provided under the laws of Italy (including, without limitation, Trattamento di Fine Rapporto) because he will be terminating his employment relationship with Vertiv Italy, as noted above. To the extent Vertiv is required to pay any severance amounts, any benefits under the Executive Employment Policy or the Executive Change of Control Plan shall be offset by such amounts.
Company Pension / 401(k)Effective as of the Transition Date, Executive shall be eligible to participate in Vertiv’s 401(k) plan subject to the terms of the plan and shall cease to be eligible to participate in any Italian retirement or pension arrangements.
Executive Change of Control PlanExecutive shall remain an eligible participant in Vertiv’s Executive Change of Control Plan.
Company Health Benefits
Subject to enrollment windows and commencing on the Transition Date, Executive shall be responsible for the payment of 100% of the premiums of the Company's benefit programs, including medical, dental and vision (unless Executive elects alternative coverage).
Taxes
All amounts paid hereunder will be subject to applicable withholding taxes.
RelocationExecutive shall be entitled to receive standard tier 3 relocation benefits on or after the Transition Date.
Governing Law / Dispute ResolutionState of Delaware. To the extent permitted by law, any dispute in connection with this Term Sheet or more detailed agreement(s) arising out of this Term Sheet shall be resolved through confidential mediation, or confidential binding arbitration in accordance with an Arbitration Agreement pursuant to the Executive Employment Policy.

[signature page follows]



Agreed and accepted by:            Agreed and accepted by:    
                        

/s/ Giordano Albertazzi         /s/ Stephanie L. Gill     
Giordano Albertazzi            Stephanie L. Gill, Chief Legal Counsel
                    On behalf of Vertiv Holdings Co
                        

[Signature Page – Albertazzi Term Sheet]
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Rob Johnson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vertiv Holdings Co;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2022
/s/ Rob Johnson
Name: Rob Johnson
Title: Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, David Fallon, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vertiv Holdings Co;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2022
/s/ David Fallon
Name: David Fallon
Title: Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vertiv Holdings Co (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rob Johnson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: October 31, 2022
/s/ Rob Johnson
Name: Rob Johnson
Title: Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vertiv Holdings Co (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Fallon, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 31, 2022
/s/ David Fallon
Name: David Fallon
Title: Chief Financial Officer