Skip to main content

Vertiv Holdings Co

For the period ended Sep 30, 2024. Filed Oct 25, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Oct 25, 2024

VRT$182.86+3.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-07-26.

0001628280-24-033173

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-10-25.

0001628280-24-043698

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 88 previous paragraphs and 88 current paragraphs.

48 unchanged; 32 reworded; 8 added; 8 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

Americas net sales were $1,198.6 in the third quarter of 2024, an increase of $195.4, or 19.5%, from the third quarter of 2023. The increase in sales was primarily driven by higher sales volumes due to products increasing by $160.0 and service & spares increasing by $35.4. Americas net sales were negatively impacted by foreign currency of approximately $10.7.

Current report

Operating profit (loss) in the third quarter of 2024 was $44.1, a decrease of $5.6 compared with the third quarter of 2023 mainly driven by sales from product mix and a benefit related to employee related costs in the third quarter of 2023.

Current report

Comparison of the Nine Months Ended September 30, 2024 and Nine Months Ended September 30, 2023

Current report

Americas net sales were $3,244.7 in the first nine months of 2024, an increase of $419.8, or 14.9%, from the first nine months of 2023. The increase in sales was primarily driven by higher sales volumes due to products increasing by $342.8 and service & spares increasing by $77.0. Americas net sales were negatively impacted by foreign currency of approximately $12.3.

Current report

Operating profit (loss) in the first nine months of 2024 was $776.3, an increase of $232.3 compared with the first nine months of 2023. Margin increased primarily due to higher sales volumes, manufacturing and procurement productivity, and improved price realization.

Current report

Operating profit (loss) in the first nine months of 2024 was $106.8, an increase of $2.3 compared with the first nine months of 2023. Margin decreased primarily due to sales from lower margin products and a one-time supplier expense, slightly offset with price realization due fixed cost leverage.

Current report

Operating profit (loss) in the first nine months of 2024 was $294.2, an increase of $91.5 compared with the first nine months of 2023. Margin increased primarily due to higher sales volumes, improved price realization, and manufacturing and procurement productivity.
Removed paragraphs (8)

Previous report

Americas net sales were $1,121.1 in the second quarter of 2024, an increase of $161.7, or 16.9%, from the second quarter of 2023. The increase in sales was primarily driven by higher sales volumes in Colocation and Hyperscale markets. Net sales of products increased by $140.6 and service & spares increased by $21.1. Americas net sales were negatively impacted by foreign currency of approximately $3.1.

Previous report

Operating profit (loss) in the second quarter of 2024 was $32.3, a decrease of $5.9 compared with the second quarter of 2023 mainly driven by a one-time supplier expense and the negative impact of foreign currency partially offset by improved price realization.

Previous report

Comparison of the Six Months Ended June 30, 2024 and Six Months Ended June 30, 2023

Previous report

Americas net sales were $2,046.1 in the first six months of 2024, an increase of $224.4, or 12.3%, from the first six months of 2023. The increase in sales was primarily driven by higher sales volumes in Colocation and Hyperscale markets compared to prior year. Net sales of products increased by $182.8 and service & spares increased by $41.6. Americas net sales were negatively impacted by foreign currency of approximately $1.7.

Previous report

Operating profit (loss) in the first six months of 2024 was $472.9, an increase of $135.4 compared with the first six months of 2023. Margin increased primarily due to higher sales volumes and improved price realization.

Previous report

Operating profit (loss) in the first six months of 2024 was $62.7, an increase of $7.9 compared with the first six months of 2023. Margin increased primarily due to higher sales volumes, improved price realization and improved leverage on fixed costs.

Previous report

Operating profit (loss) in the first six months of 2024 was $179.8, an increase of $53.8 compared with the first six months of 2023. Margin increased primarily due to higher sales volumes, improved price realization, and productivity actions.
Reworded paragraphs (32)

Previous wording

•Capacity Expansion: We have invested in capacity expansion to meet current and anticipated additional customer demand. For example, since acquiring E&I in late 2021, we have approximately doubled our manufacturing capacity for switchgear, busbar and integrated solutions by opening new facilities and adding production to existing facilities. Additionally, in order to support our thermal management activity, we opened a new manufacturing facility in Pune, India in 2024 to further support our manufacturing capacity. We anticipate continuing to invest in capacity globally to provide the geographic presence that our customers need, the ability to rapidly scale and to ensure resiliency.

Current wording

•Capacity Expansion: We have invested in capacity expansion to meet current and anticipated additional customer demand. For example, since acquiring E&I in late 2021, we have approximately doubled our manufacturing capacity for switchgear, busbar and integrated solutions by opening new facilities and adding production to existing facilities. Additionally, in order to support our thermal management activity, we opened a new manufacturing facility in Pune, India in 2024 to further support our manufacturing capacity. We also recently opened a new facility in Pelzer, South Carolina to support the production of modular solutions, modular power systems and other infrastructure systems. We anticipate continuing to invest in capacity globally to provide the geographic presence that our customers need, and the ability to rapidly scale and to ensure resiliency.

Previous wording

Net sales were $1,952.8 in the second quarter of 2024, an increase of $218.7, or 12.6%, compared with $1,734.1 in the second quarter of 2023. The increase in sales was primarily driven by higher sales volumes, partially offset by the negative impacts from foreign currency of $19.6. Product sales increased $187.4, which included the negative impacts from foreign currency of $16.6. Services & spares sales increased $31.3, which included the negative impacts from foreign currency of $3.0.

Current wording

Net sales were $2,073.5 in the third quarter of 2024, an increase of $330.9, or 19.0%, compared with $1,742.6 in the third quarter of 2023. The increase in sales was primarily driven by higher sales volumes, partially offset by the negative impacts from foreign currency of $4.2. Product sales increased $266.3, which included the negative impacts from foreign currency of $2.5. Services & spares sales increased $64.6, which included the negative impacts from foreign currency of $1.7.

Previous wording

Excluding intercompany sales, net sales were $1,121.1 in the Americas, $409.1 in Asia Pacific and $422.6 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below.

Current wording

Excluding intercompany sales, net sales were $1,198.6 in the Americas, $432.4 in Asia Pacific and $442.5 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below.

Previous wording

Cost of sales were $1,211.6 in the second quarter of 2024, an increase of $71.5, or 6.3% compared to the second quarter of 2023. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $741.2 in the second quarter of 2024, or 38.0% of sales, compared to $594.0, or 34.3% of sales in the second quarter of 2023. The margin expansion in the second quarter of 2024 was primarily driven by higher sales volumes and pricing actions exceeding inflationary costs.

Current wording

Cost of sales were $1,317.1 in the third quarter of 2024, an increase of $202.1, or 18.1% compared to the third quarter of 2023. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $756.4 in the third quarter of 2024, or 36.5% of sales, compared to $627.6, or 36.0% of sales in the third quarter of 2023. The margin expansion in the third quarter of 2024 was primarily driven by higher sales volumes, pricing actions exceeding inflationary costs and manufacturing and procurement productivity.

Previous wording

Selling, general and administrative expenses (“SG&A”) were $363.8 in the second quarter of 2024, an increase of $36.2 compared to the second quarter of 2023. The increase in SG&A was primarily driven by primarily driven by increased compensation costs, a one-time supplier expense, higher commissions as a result of increased order volume, and increased research and development costs. SG&A as a percentage of sales were 18.6% in the second quarter of 2024 compared with 18.9% in the second quarter of 2023.

Current wording

Selling, general and administrative expenses (“SG&A”) were $334.6 in the third quarter of 2024, an increase of $7.4, or 2.3% compared to the third quarter of 2023. The increase in SG&A was primarily driven by increased compensation costs and increased research and development costs. SG&A as a percentage of sales were 16.1% in the third quarter of 2024 compared with 18.8% in the third quarter of 2023.

Previous wording

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 $41.4 for the second quarter of 2024, which was a $19.2 decrease from the second quarter of 2023. The decrease was primarily due to a $11.6 decrease in restructuring costs and a $7.3 decrease in foreign currency loss.

Current wording

The remaining other operating expenses includes amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). These remaining operating expenses were $50.2 for the third quarter of 2024, which was a $0.7 increase from the third quarter of 2023. The increase was primarily due to a $5.0 increase in restructuring costs and a $2.6 increase in foreign currency loss offset by $3.3 of income related to mark-to-market gains on our economic hedges.

Previous wording

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants ("Private Placement Warrants") issued in connection with the initial public offering of our predecessor GS Acquisition Holdings Corp. The change in fair value of the outstanding Private Placement Warrants during the second quarter of 2024 and 2023 resulted in a loss of $25.4 and $46.0, respectively. The change in fair value of these warrants is the result of changes in market prices of our common stock and other observable inputs deriving the value of the financial instruments. As of June 30, 2024 and 2023, there were 5,266,667 Private Placement Warrants outstanding.

Current wording

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants ("Private Placement Warrants") issued in connection with the initial public offering of our predecessor GS Acquisition Holdings Corp. The change in fair value of the outstanding Private Placement Warrants during the third quarter of 2024 and 2023 resulted in a loss of $67.2 and $61.6, respectively. The change in fair value of these warrants is the result of changes in market prices of our common stock and other observable inputs deriving the value of the financial instruments. As of September 30, 2024 and 2023, there were 5,266,667 Private Placement Warrants outstanding.

Previous wording

Interest expense, net, was $44.8 in the second quarter of 2024 compared to $46.9 in the second quarter of 2023. The $2.1 decrease is primarily driven by lower ABL Revolving Credit Facility borrowings during the quarter. To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be mitigated by our interest rate swaps.

Current wording

Interest expense, net, was $35.9 in the third quarter of 2024 compared to$43.5 in the third quarter of 2023. The $7.6 decrease is primarily driven by $4.9 of reduced interest expense as a result of our Term Loan amendments which resulted in a reduction to our interest rate margin and a $2.6 increase in interest income. To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be mitigated by our interest rate swaps and interest income.

Previous wording

Income tax expense was $86.6 in the second quarter of 2024 compared to $29.7 in the second quarter of 2023. The $56.9 increase is primarily due to increased business performance net of discrete tax benefits related to stock compensation. The effective rate in the second quarter of 2024 was primarily influenced by the negative impact of non-deductible changes in fair value of the warrant liabilities and discrete tax benefits related to stock compensation. For the second quarter of 2023, income tax expense 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.

Current wording

Income tax expense was $91.9 in the third quarter of 2024 compared to $51.7 in the third quarter of 2023. The $40.2 increase is primarily due to increased business performance and the change in the discrete tax benefits related to stock compensation. The effective rate in the third quarter of 2024 was primarily influenced by the negative impact of non-deductible changes in fair value of the warrant liabilities and discrete tax benefits related to stock compensation. For the third quarter of 2023, income tax expense 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.

Previous wording

Operating profit (loss) in the second quarter of 2024 was $285.1, an increase of $93.4 compared with the second quarter of 2023. Margin increased primarily due to higher sales volumes, improved price realization, material productivity, and leveraging our fixed costs.

Current wording

Operating profit (loss) in the third quarter of 2024 was $303.4, an increase of $96.9 compared with the third quarter of 2023. Margin increased primarily due to higher sales volumes, improved price realization, manufacturing and procurement productivity, and leveraging our fixed costs.

Previous wording

Asia Pacific net sales were $409.1 in the second quarter of 2024, an increase of $13.3, or 3.4%, from the second quarter of 2023. The increase in sales were primarily driven by Colocation and Enterprise growth particularly in India and Asia, partially offset by the negative impact of foreign currency of approximately $9.1. Net sales of products improved by $7.4, and in service & spares by $5.9.

Current wording

Asia Pacific net sales were $432.4 in the third quarter of 2024, an increase of $43.8, or 11.3%, from the third quarter of 2023. The increase in sales were primarily driven by growth particularly in Greater China and Asia, and the positive impact of foreign currency of approximately $3.3. Net sales of products improved by $28.4, and service & spares improved by $15.4.

Previous wording

Europe, Middle East & Africa net sales of $422.6 in the second quarter of 2024, increased by $43.7, or 11.5%, from the second quarter of 2023. Sales increases were primarily due to increased volumes in Colocation and Hyperscale markets and offset by the negative impact of foreign currency of approximately $7.4. Net sales of products improved by $39.4 and $4.3 in service & spares.

Current wording

Europe, Middle East & Africa net sales of $442.5 in the third quarter of 2024, increased by $91.7, or 26.1%, from the third quarter of 2023. Sales increases were primarily due to increased volumes due to products increasing by $77.9 and service & spares increasing by $13.8 and the positive impact of foreign currency of approximately $3.2.

Previous wording

Operating profit (loss) in the second quarter of 2024 was $109.5, an increase of $29.6 compared with the second quarter of 2023. Margin increased primarily due to fixed cost leverage on higher volumes, procurement driven productivity improvement and price realization.

Current wording

Operating profit (loss) in the third quarter of 2024 was $114.4, an increase of $37.7 compared with the third quarter of 2023. Margin increased primarily due to fixed cost leverage on higher volumes, procurement driven productivity improvement and price realization.

Previous wording

Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, and Legal. Corporate and other costs were $45.1 and $58.6 in the second quarter of 2024 and 2023, respectively. Total corporate, other, and elimination costs decreased $13.5 compared to the second quarter of 2023 primarily due to timing of certain employee related costs and a decrease in the foreign currency loss of $7.3.

Current wording

Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, and Legal. Corporate and other costs were $45.0 and $36.5 in the third quarter of 2024 and 2023, respectively. Total corporate, other, and elimination costs increased $8.5 compared to the third quarter of 2023 primarily due to an increase of certain employee related costs and an increase in the foreign currency loss of $2.6.

Previous wording

Net sales were $3,591.9 in the first six months of 2024, an increase of $336.7, or 10.3%, compared with $3,255.2 in the first six months of 2023. The increase in sales was primarily driven by higher sales volumes, partially offset by the negative impacts from foreign currency of $25.3. Product sales increased $274.3, which included negative impacts from foreign currency of $18.5. Services & spares sales increased $62.4, which included negative impacts from foreign currency of $6.8.

Current wording

Net sales were $5,665.4 in the first nine months of 2024, an increase of $667.6, or 13.4%, compared with $4,997.8 in the first nine months of 2023. The increase in sales was primarily driven by higher sales volumes, partially offset by the negative impacts from foreign currency of $29.4. Product sales increased $540.6, which included negative impacts from foreign currency of $21.0. Services & spares sales increased $127.0, which included negative impacts from foreign currency of $8.4.

Previous wording

Excluding intercompany sales, net sales in the first six months of 2024 were $2,046.1 in the Americas, $741.4 in Asia Pacific and $804.4 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the “Business Segments” section below.

Current wording

Excluding intercompany sales, net sales in the first nine months of 2024 were $3,244.7 in the Americas, $1,173.8 in Asia Pacific and $1,246.9 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the “Business Segments” section below.

Previous wording

Cost of sales were $2,284.3 in the first six months of 2024, an increase of $118.6, or 5.5%, compared to the first six months of 2023. The increase in cost of sales was primarily driven by the impact of higher sales volumes. Gross profit was $1,307.6 in the first six months of 2024, or 36.4% of sales, compared to $1,089.5, or 33.5% of sales, in the first six months of 2023. Margin increased primarily driven by higher sales volumes and improved price realization.

Current wording

Cost of sales were $3,601.4 in the first nine months of 2024, an increase of $320.7, or 9.8%, compared to the first nine months of 2023. The increase in cost of sales was primarily driven by the impact of higher sales volumes. Gross profit was $2,064.0 in the first nine months of 2024, or 36.4% of sales, compared to $1,717.1, or 34.4% of sales, in the first nine months of 2023. The margin increase was primarily driven by higher sales volumes and improved price realization.

Previous wording

SG&A expenses were $677.8 in the first six months of 2024, an increase of $41.5 compared to the first six months of 2023. The increase in SG&A was primarily driven by increased compensation costs, a one-time supplier expense, increased IT and research and development expense, and professional service fees. SG&A as a percentage of sales was 18.9% for the six months ended June 30, 2024 compared with 19.5% in the six months ended June 30, 2023.

Current wording

SG&A expenses were $1,012.4 in the first nine months of 2024, an increase of $48.9, or 5.1% compared to the first nine months of 2023. The increase in SG&A was primarily driven by increased compensation costs, a one-time supplier expense, increased IT and research and development expense, and professional service fees. SG&A as a percentage of sales was 17.9% for the nine months ended September 30, 2024 compared with 19.3% in the nine months ended September 30, 2023.

Previous wording

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 $91.2 for the first six months of 2024, which was a $25.9 decrease from the first six months of 2023. The decrease was primarily due to a $24.4 decrease in restructuring costs and a $7.2 decrease in foreign currency loss, partially offset by a one-time tax indemnification release in 2023.

Current wording

The remaining other operating expenses include amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). These remaining other expenses were $141.4 for the first nine months of 2024, which was a $25.2 decrease from the first nine months of 2023. The decrease was primarily due to a $19.4 decrease in restructuring costs and a $4.6 decrease in foreign currency loss.

Previous wording

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding Private Placement Warrants. The change in fair value of the outstanding warrant liability during the first six months of 2024 and 2023 resulted in a loss of $202.0 and a loss of $41.8, respectively. The change in fair value of these Private Placement Warrants was the result of changes in market prices of our common stock and other observable inputs deriving the value of the financial instruments and the exercise of 5,266,666 of the private placement warrants in February 2023 by GS Sponsor LLC. As of both June 30, 2024 and 2023, there were 5,266,667 private placement warrants that remained outstanding.

Current wording

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding Private Placement Warrants. The change in fair value of the outstanding warrant liability during the first nine months of 2024 and 2023 resulted in a loss of $269.2 and a loss of $103.4, respectively. The change in fair value of these Private Placement Warrants was the result of changes in market prices of our common stock and other observable inputs deriving the value of the financial instruments and the exercise of 5,266,666 of the private placement warrants in February 2023 by GS Sponsor LLC. As of both September 30, 2024 and 2023, there were 5,266,667 private placement warrants that remained outstanding.

Previous wording

Interest expense, net, was $83.8 in the first six months of 2024 compared to $93.7 in the first six months of 2023. The $9.9 decrease is primarily driven by lower ABL Revolving Credit Facility borrowings during the period.To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be mitigated by our interest rate swaps.

Current wording

Interest expense, net, was $119.7 in the first nine months of 2024 compared to $137.2 in the first nine months of 2023. The $17.5 decrease is primarily driven by a $13.6 increase in interest income and a $7.7 decrease in interest due to lower ABL Revolving Credit Facility borrowings during the period. To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be mitigated by our interest rate swaps.

Previous wording

Income tax expense (benefit) was $79.5 in the first six months of 2024 compared to $67.1 in the first six months of 2023. The $12.4 increase is primarily due to increased business results between the periods as well as the change in the fair value of warrant liabilities between the periods and increased tax benefits due to stock compensation activity. The effective rate in the first six months of 2024 was primarily influenced by the negative impacts of non-deductible changes in fair value of the warrant liabilities and discrete tax benefits related to stock compensation. In the first six months of 2023, 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 the negative impacts of non-deductible changes in fair value of the warrant liabilities and changes to our indefinite reinvestment liability.

Current wording

Income tax expense (benefit) was $171.4 in the first nine months of 2024 compared to $118.8 in the first nine months of 2023. The $52.6 increase is primarily due to increased business results between the periods as well as the change in the fair value of warrant liabilities between the periods net of increased tax benefits due to stock compensation activity. The effective rate in the first nine months of 2024 was primarily influenced by the negative impacts of non-deductible changes in fair value of the warrant liabilities and discrete tax benefits related to stock compensation. In the first nine months of 2023, 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 the negative impacts of non-deductible changes in fair value of the warrant liabilities and changes to our indefinite reinvestment liability.

Previous wording

The following is detail of business segment results for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. 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 11 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.

Current wording

The following is detail of business segment results for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. 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 11 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.

Previous wording

Asia Pacific net sales were $741.4 in the first six months of 2024, an increase of $32.6, or 4.6%, from the first six months of 2023. Sales increases were primarily driven by Colocation and Enterprise growth throughout the region particularly in India and Asia, partially offset by the negative impact of foreign currency of approximately $18.4. Net sales of products improved by $22.5 and in service & spares by $10.1.

Current wording

Asia Pacific net sales were $1,173.8 in the first nine months of 2024, an increase of $76.4, or 7.0%, from the first nine months of 2023. Sales increases were primarily driven by growth throughout the region, partially offset by the negative impact of foreign currency of approximately $15.1. Net sales of products improved by $50.9 and service & spares improved by $25.5.

Previous wording

Europe, Middle East & Africa net sales were $804.4 in the first six months of 2024, an increase of $79.7, or 11.0%, from the first six months of 2023. Sales increases were driven by increased volume in the Colocation and Hyperscale markets, specifically supported by Switchgear product line. Net sales of products improved by $69.0, service & spares increased by $10.7, and was negatively impacted by foreign currency of approximately $5.2.

Current wording

Europe, Middle East & Africa net sales were $1,246.9 in the first nine months of 2024, an increase of $171.4, or 15.9%, from the first nine months of 2023. Sales increases were driven by increased volume due to products increasing by $146.9, service & spares increasing by $24.5, and were negatively impacted by foreign currency of approximately $2.0.

Previous wording

Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, and Legal. Corporate and other costs were $85.0 and $91.6 in the first six months of 2024 and 2023, respectively. Total corporate, other, and elimination costs decreased $6.6 compared to the second quarter of 2023 primarily due to timing of certain employee related costs and deceased foreign currency loss of $7.2. The first six months of 2023 included a one-time $7.8 benefit from the settlement of an escrow agreement.

Current wording

Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, and Legal. Corporate and other costs were $130.0 and $128.1 in the first nine months of 2024 and 2023, respectively. Total corporate, other, and elimination costs increased $1.9 compared to the third quarter of 2023 primarily due to an increase of certain employee related costs and deceased foreign currency loss of $4.6. The first nine months of 2023 included a one-time $7.8 benefit from the settlement of an escrow agreement.

Previous wording

Capital Expenditures: Our capital expenditures are primarily related to the maintenance of our long-term assets, as well as the investment in projects that support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were approximately $81.5 during the first six months of 2024. We expect to have capital expenditures (including capitalized software) of $175 to $200 for the full year 2024.

Current wording

Capital Expenditures: Our capital expenditures are primarily related to the maintenance of our long-term assets, as well as the investment in projects, such as capacity and facility expansion, that support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were approximately $120.7 during the first nine months of 2024. We expect to have capital expenditures (including capitalized software) of $175 to $200 for the full year 2024.

Previous wording

We, through our subsidiaries, are party to certain indebtedness arrangements, including the Senior Secured Notes due 2028, with an outstanding principal amount of $850.0 as of June 30, 2024 (the “Notes”), the Term Loan due 2027, with an outstanding principal amount of $2,107.5, as of June 30, 2024 (the “Term Loan”), and the ABL Revolving Credit Facility due 2029, extended earlier in 2024, providing up to $600.0 of revolving borrowings, for which none was outstanding as of June 30, 2024 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, the “Senior Secured Credit Facilities”). See “Note 5 — Debt” of the Unaudited Condensed Consolidated Financial Statements for more detailed discussion of the material terms of the Notes and the Senior Secured Credit Facilities.

Current wording

We, through our subsidiaries, are party to certain indebtedness arrangements, including the Senior Secured Notes due 2028, with an outstanding principal amount of $850.0 as of September 30, 2024 (the “Notes”), the Term Loan due 2027, with an outstanding principal amount of $2,102.2, as of September 30, 2024 (the “Term Loan”), and the ABL Revolving Credit Facility due 2029, which was extended earlier in 2024, providing up to $600.0 of revolving borrowings, for which we had no amounts outstanding as of September 30, 2024 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, the “Senior Secured Credit Facilities”). See “Note 5 — Debt” of the Unaudited Condensed Consolidated Financial Statements for more detailed discussion of the material terms of the Notes and the Senior Secured Credit Facilities.

Previous wording

At June 30, 2024, we had $579.7 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. At June 30, 2024, Vertiv had $585.0 of availability (subject to customary borrowing base and other conditions) under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $15.0, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

Current wording

At September 30, 2024, we had $908.7 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. At September 30, 2024, Vertiv had $584.2 of availability (subject to customary borrowing base and other conditions) under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $15.8, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

Previous wording

Net cash provided by operating activities was $515.9 in the first six months of 2024, a $220.3 increase in cash generation compared to the first six months of 2023. Net income from operations of $172.2 included $358.1 of net non-cash expense items, consisting of depreciation and amortization of $137.1, a loss on the change in fair value of warrant liabilities of $202.0, non-cash stock-based compensation expense of $17.7, and amortization of debt discount and issuance costs of $4.1, offset by deferred taxes of $2.8. Trade working capital used was $3.6 in the first six months of 2024 compared to $35.5 in the first six months of 2023.

Current wording

Net cash provided by operating activities was $894.1 in the first nine months of 2024, a $349.8 increase in cash generation compared to the first nine months of 2023. Net income from operations of $348.8 included $453.4 of net non-cash expense items, consisting of depreciation and amortization of $206.0, a loss on the change in fair value of warrant liabilities of $269.2, non-cash stock-based compensation expense of $25.8, and amortization of debt discount and issuance costs of $5.5, offset by deferred taxes of $53.1. Trade working capital provided $69.2 in the first nine months of 2024 compared to $17.8 utilized in the first nine months of 2023.

Previous wording

Net cash used for investing activities was $81.5 in the first six months of 2024 compared to net cash used for investing activities of $43.7 in the first six months of 2023. The increased use of cash over the comparable period was primarily driven by decreased proceeds from the disposition of property, plant and equipment of $12.4, increased capital expenditures of $16.3, and an increase in investments of capitalized software of $9.1.

Current wording

Net cash used for investing activities was $120.7 in the first nine months of 2024 compared to net cash used for investing activities of $71.1 in the first nine months of 2023. The increased use of cash over the comparable period was primarily driven by decreased proceeds from the disposition of property, plant and equipment of $12.4, increased capital expenditures of $26.2, and an increase in investments of capitalized software of $11.0.

Previous wording

Net cash used for financing activities was $623.6 in the first six months of 2024 compared to $243.9 provided by financing activities in the first six months of 2023. The change was primarily the result of increase in 2024 of $599.9 of share repurchases related to common stock, $18.7 in dividend payments, offset by a decrease in year-over-year net repayments of $235.0 on the ABL Revolving Credit Facility in the first six months of 2023, $1.9 decrease in net cash received associated with equity-based compensation activity, and $5.8 decrease of repayments on the Term Loan in the first six months of 2024.

Current wording

Net cash used for financing activities was $640.4 in the first nine months of 2024 compared to $236.7 provided by financing activities in the first nine months of 2023. The increase in cash used in 2024 was primarily the result of $599.9 of share repurchases related to common stock, $28.1 in dividend payments, offset by a decrease in year-over-year net repayments of $235.0 on the ABL Revolving Credit Facility in the first nine months of 2023, $16.6 decrease in net cash received associated with equity-based compensation activity, and $5.9 decrease of repayments on the Term Loan in the first nine months of 2024.