Vertiv Holdings Co

Previous wording

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv’s control) or other assumptions, which may change over time, and that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports, including those set forth in its Form 10-K for the year ended December 31, 2024 filed on February 18, 2025 (the "2024 Form 10-K"). These risk factors and those identified elsewhere in this 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 our customers’ markets; long sales cycles for certain Vertiv products and solutions as well as unpredictable placing or cancelling of customer orders; failure to realize sales expected from our backlog of orders and contracts, disruption of our customer’s orders or the 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 industry in which we operate; failure to obtain performance and other guarantees from financial institutions; failure to properly manage supply chain, difficulties with third-party manufacturers and increases in costs of material, freight and/or labor, and changes in the costs of production; competition in the infrastructure technologies; risks associated with information technology disruption or cyber-security incidents; risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; increase of variability in our effective tax rate costs or liabilities associated with product liability due to global operations subjecting us to income and other taxes in the United States and numerous foreign entities; the global scope of Vertiv’s operations, especially in emerging markets; failure to benefit from future significant corporate transactions; risks associated with Vertiv’s sales and operations in emerging markets including economic, political and production level risk; risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the United States ("U.S.") and abroad; our ability to comply with various laws and regulations including but not limited to, laws and regulations relating to data protection and data privacy; failure …

Excerpt shortened here; the source contains the full paragraph.

Current wording

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv’s control) or other assumptions, which may change over time, and that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports, including those set forth in its Form 10-K for the year ended December 31, 2024 filed on February 18, 2025 (the "2024 Form 10-K"). These risk factors and those identified elsewhere in this 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 our customers’ markets; long sales cycles for certain Vertiv products and solutions as well as unpredictable placing or cancelling of customer orders; failure to realize sales expected from our backlog of orders and contracts, disruption of our customer’s orders or the 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 industry in which we operate; failure to obtain performance and other guarantees from financial institutions; failure to properly manage supply chain, difficulties with third-party manufacturers and increases in costs of material, freight and/or labor, and changes in the costs of production; competition in the infrastructure technologies; risks associated with information technology disruption or cyber-security incidents; risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; increase of variability in our effective tax rate costs or liabilities associated with product liability due to global operations subjecting us to income and other taxes in the United States and numerous foreign entities; the global scope of Vertiv’s operations, especially in emerging markets; failure to benefit from future significant corporate transactions; risks associated with Vertiv’s sales and operations in emerging markets including economic, political and production level risk; risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the United States ("U.S.") and abroad; our ability to comply with various laws and regulations including but not limited to, laws and regulations relating to data protection and data privacy; failure …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

•Recent U.S. Tax Legislation: On July 4, 2025, H.R.1, also known as the One Big Beautiful Bill Act or "OBBBA", was enacted into law in the U.S. OBBBA extends some existing tax provisions set to expire beginning in 2026 while introducing or repealing other tax provisions. We are currently evaluating the impact of the enacted changes, but based on legislative and administrative guidance issued to date, the impact of these changes to the Company's financial position is not expected to be material.

Current wording

•Recent U.S. Tax Legislation: On July 4, 2025, H.R.1, also known as the One Big Beautiful Bill Act or "OBBBA", was enacted into law in the U.S. OBBBA extends some existing tax provisions set to expire beginning in 2026 while introducing or repealing other tax provisions. Pending further regulatory guidance, we do not anticipate the enacted changes to have a material impact on our financial position.

Previous wording

Net sales were $2,638.1 in the second quarter of 2025, an increase of $685.3, or 35.1%, compared with $1,952.8 in the second quarter of 2024. The increase in sales was primarily driven by higher sales volumes and positive impacts from foreign currency of $20.6. Product sales increased $601.6, which included positive impacts from foreign currency of $17.7. Services & Spares sales increased $83.7, which included positive impacts from foreign currency of $2.9.

Current wording

Net sales were $2,675.8 in the third quarter of 2025, an increase of $602.3, or 29.0%, compared with $2,073.5 in the third quarter of 2024. The increase in sales was primarily driven by higher sales volumes and positive impacts from foreign currency of $13.1. Product sales increased $552.0, which included positive impacts from foreign currency of $8.9. Services & Spares sales increased $50.3, which included positive impacts from foreign currency of $4.2.

Previous wording

Excluding intercompany sales, net sales were $1,602.3 in the Americas, $560.2 in Asia Pacific, and $475.6 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segment section below.

Current wording

Excluding intercompany sales, net sales were $1,712.4 in the Americas, $519.8 in Asia Pacific, and $443.6 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segment section below.

Previous wording

Cost of sales were $1,741.5 in the second quarter of 2025, an increase of $529.9, or 43.7% compared to the second quarter of 2024. The increase in cost of sales was primarily driven by the impact of higher sales volumes. Gross profit was $896.6 in the second quarter of 2025, or 34.0% of sales, compared to $741.2, or 38.0% of sales in the second quarter of 2024. Margin decline in the second quarter of 2025 was primarily driven by the mix of product and service sales in addition to tariffs.

Current wording

Cost of sales were $1,665.1 in the third quarter of 2025, an increase of $348.0, or 26.4% compared to the third quarter of 2024. The increase in cost of sales was primarily driven by the impact of higher sales volumes. Gross profit was $1,010.7 in the third quarter of 2025, or 37.8% of sales, compared to $756.4, or 36.5% of sales in the third quarter of 2024. Margin expansion in the third quarter of 2025 was primarily driven by the mix of product and service sales.

Previous wording

Selling, general and administrative expenses (“SG&A”) were $395.6 in the second quarter of 2025, an increase of $31.8 compared to the second quarter of 2024. The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 15.0% in the second quarter of 2025 compared with 18.6% in the second quarter of 2024.

Current wording

Selling, general and administrative expenses (“SG&A”) were $414.3 in the third quarter of 2025, an increase of $79.7 compared to the third quarter of 2024. The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 15.5% in the third quarter of 2025 compared with 16.1% in the third quarter of 2024.

Previous 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 $58.6 for the second quarter of 2025, which was a $17.2 increase from the second quarter of 2024. The increase was primarily due to a $9.6 increase in other operating expense (income) primarily due to mark-to-market losses associated with the economic hedges, a $4.4 increase in restructuring costs, and a $2.1 increase 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 $79.7 for the third quarter of 2025, which was a $29.5 increase from the third quarter of 2024. The increase was primarily due to a $24.4 increase in restructuring costs and a $6.6 increase in other operating expense (income) primarily due to mark-to-market losses associated with the economic hedges.

Previous wording

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the then outstanding warrants. The change in fair value of outstanding private warrants during the second quarter of 2024 resulted in a loss of $25.4. 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. On December 6, 2024, Cote SPAC I LLC elected to exercise the remaining 5,266,667 outstanding private warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of June 30, 2025 there were no private warrants outstanding.

Current wording

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the then outstanding warrants. The change in fair value of outstanding private warrants during the third quarter of 2024 resulted in a loss of $67.2. 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. On December 6, 2024, Cote SPAC I LLC elected to exercise the remaining 5,266,667 outstanding private warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of September 30, 2025 there were no private warrants outstanding.

Previous wording

Interest expense, net, was $21.3 in the second quarter of 2025 compared to $44.8 in the second quarter of 2024. The $23.5 decrease was primarily driven by $9.2 of reduced interest expense as a result of our Term Loan amendments, which resulted in a reduction to our interest rate margin, along with a $7.8 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.

Current wording

Interest expense, net, was $22.8 in the third quarter of 2025 compared to $35.9 in the third quarter of 2024. The $13.1 decrease was primarily driven by a $12.4 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 $96.9 in the second quarter of 2025 compared to $86.6 in the second quarter of 2024. The $10.3 increase is primarily due to increased business performance and the change in the discrete tax benefits due to stock compensation. The effective rate in the second quarter of 2025 was primarily influenced by favorable impact discrete tax benefits related to stock compensation. For the second quarter of 2024, income tax expense 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.

Current wording

Income tax expense was $93.7 in the third quarter of 2025 compared to $91.9 in the third quarter of 2024. The $1.8 increase is primarily due to increased business performance partially offset by discrete tax benefits for stock compensation and return to provision adjustments. The effective rate in the third quarter of 2025 was primarily influenced by favorable impact discrete tax benefits for stock compensation and return to provision adjustments. 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.

Previous wording

Americas net sales were $1,602.3 in the second quarter of 2025, an increase of $481.2, or 42.9%, from the second quarter of 2024. The increase in sales was primarily driven by higher sales volume due to products increasing by $428.7 and sales of service & spares increasing by $52.5. Americas net sales were negatively impacted by foreign currency of approximately $3.5.

Current wording

Americas net sales were $1,712.4 in the third quarter of 2025, an increase of $513.8, or 42.9%, from the third quarter of 2024. The increase in sales was primarily driven by higher sales volume due to products increasing by $469.6 and sales of service & spares increasing by $44.2. Americas net sales were negatively impacted by foreign currency of approximately $1.1.

Previous wording

Asia Pacific net sales were $560.2 in the second quarter of 2025, an increase of $151.1, or 36.9%, from the second quarter of 2024. The increase in sales was primarily driven by growth across the whole region and the positive impact of foreign currency of approximately $0.6. Net sales of products improved by $130.9, and sale of service & spares improved by $20.2.

Current wording

Asia Pacific net sales were $519.8 in the third quarter of 2025, an increase of $87.4, or 20.2%, from the third quarter of 2024. The increase in sales was primarily driven by growth in India and the negative impact of foreign currency of approximately $4.6. Net sales of products improved by $78.8, and sale of service & spares improved by $8.6.

Previous wording

Europe, Middle East & Africa net sales were $475.6 in the second quarter of 2025, an increase of $53.0, or 12.5%, from the second quarter of 2024. The increase in sales was primarily driven by higher sales volumes due to products increasing by $42.0 and service & spares increasing by $11.0, including the positive impact of foreign currency of approximately $23.5 compared to the second quarter of 2024.

Current wording

Europe, Middle East & Africa net sales were $443.6 in the third quarter of 2025, an increase of $1.1, or 0.2%, from the third quarter of 2024. The increase in sales was primarily driven by the positive impact of foreign currency of approximately $18.8 compared to the third quarter of 2024. Net sales of products increased by $3.6 and service & spares decreased by $2.5.

Previous wording

Operating profit (loss) in the second quarter of 2025 was $104.2, a decrease of $5.3 compared with the second quarter of 2024. Margin decreased primarily due to the mix of product and service sales and operational inefficiencies.

Current wording

Operating profit (loss) in the third quarter of 2025 was $83.5, a decrease of $30.9, or (27.0)%, compared with the third quarter of 2024. Margin decreased primarily due to the mix of product and service sales and operational inefficiencies.

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, IT, Legal, Human Resources, and global product platform development and offering management. Total corporate and other costs were $58.7 and $45.1 in the second quarter of 2025 and 2024, respectively. Total corporate and other costs increased $13.6 compared to the second quarter of 2024 primarily due to an increase of certain employee related costs and an increase in the foreign currency loss of $2.1.

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, IT, Legal, Human Resources, and global product platform development and offering management. Total corporate and other costs were $88.9 and $45.0 in the third quarter of 2025 and 2024, respectively. Total corporate and other costs increased $43.9 compared to the third quarter of 2024 primarily due to a $31.1 increase in restructuring costs, an increase in certain employee related costs and a decrease in the foreign currency loss of $4.4.

Previous wording

Net sales were $4,674.1 in the first six months of 2025, an increase of $1,082.2, or 30.1%, compared with $3,591.9 in the first six months of 2024. The increase in sales was primarily driven by higher sales volumes including the positive impacts from foreign currency of $3.2. Product sales increased $975.3, which included the positive impacts from foreign currency of $6.8. Services & spares sales increased $106.9, which included negative impacts from foreign currency of $3.6.

Current wording

Net sales were $7,349.9 in the first nine months of 2025, an increase of $1,684.5, or 29.7%, compared with $5,665.4 in the first nine months of 2024. The increase in sales was primarily driven by higher sales volumes including the positive impacts from foreign currency of $16.2. Product sales increased $1,527.3, which included the positive impacts from foreign currency of $15.7. Services & spares sales increased $157.2, which included positive impacts from foreign currency of $0.5.

Previous wording

Excluding intercompany sales, net sales were $2,787.6 in the Americas, $1,007.4 in Asia Pacific and $879.1 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 $4,500.0 in the Americas, $1,527.2 in Asia Pacific and $1,322.7 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 $3,091.0 in the first six months of 2025, an increase of $806.7, or 35.3% compared to the first six months of 2024. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $1,583.1 in the six months of 2025, or 33.9% of sales, compared to $1,307.6, or 36.4% of sales in the second quarter of 2024. Margin was slightly down in the first six months of 2025 due primarily to the mix of product and service sales in addition to tariffs.

Current wording

Cost of sales were $4,756.1 in the first nine months of 2025, an increase of $1,154.7, or 32.1% compared to the first nine months of 2024. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $2,593.8 in the nine months of 2025, or 35.3% of sales, compared to $2,064.0, or 36.4% of sales in the third quarter of 2024. Margin was slightly down in the first nine months of 2025 due primarily to the mix of product and service sales in addition to tariffs.

Previous wording

Selling, general and administrative expenses (“SG&A”) were $741.9 in the first six months of 2025, an increase of $64.1, or 9.5% compared to the first six months of 2024. The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 15.9% in the first six months of 2025 compared with 18.9% in the first six months of 2024.

Current wording

Selling, general and administrative expenses (“SG&A”) were $1,156.2 in the first nine months of 2025, an increase of $143.8, or 14.2% compared to the first nine months of 2024. The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 15.7% in the first nine months of 2025 compared with 17.9% in the first nine months of 2024.

Previous 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 $108.1 for the first six months of 2025, which was a $16.9 increase from the first six months of 2024. The increase was primarily due to a $9.1 decrease in other operating expense (income) primarily due to the mark-to-market losses associated with the economic hedges, a $5.2 increase in restructuring costs, and a $1.5 increase 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 $187.8 for the first nine months of 2025, which was a $46.4 increase from the first nine months of 2024. The increase was primarily due to a $29.6 increase in restructuring costs and a $15.7 decrease in other operating expense (income) primarily due to the mark-to-market losses associated with the economic hedges.

Previous wording

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the then outstanding private warrants. The change in fair value of the outstanding private warrants during the first six months of 2024 resulted in a loss of $202.0. The change in fair value of these warrants was the result of changes in market prices of our common stock, and other observable inputs deriving the value of the financial instruments. On December 6, 2024, Cote SPAC I LLC elected to exercise the remaining 5,266,667 outstanding private warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of June 30, 2025, there were no private warrants outstanding.

Current wording

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the then outstanding private warrants. The change in fair value of the outstanding private warrants during the first nine months of 2024 resulted in a loss of $269.2. The change in fair value of these warrants was the result of changes in market prices of our common stock, and other observable inputs deriving the value of the financial instruments. On December 6, 2024, Cote SPAC I LLC elected to exercise the remaining 5,266,667 outstanding private warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of September 30, 2025, there were no private warrants outstanding.

Previous wording

Interest expense, net, was $46.6 in the first six months of 2025 compared to $83.8 in the first six months of 2024. The $37.2 decrease is primarily driven by $18.7 of reduced interest expense as a result of our Term Loan amendments, which resulted in a reduction to our interest rate margin, and a $11.2 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.

Current wording

Interest expense, net, was $69.4 in the first nine months of 2025 compared to $119.7 in the first nine months of 2024. The $50.3 decrease is primarily driven by a $23.6 increase in interest income and a $19.8 of reduced interest expense as a result of our Term Loan amendments, which resulted in a reduction to our interest rate margin. 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 $197.8 in the first six months of 2025 compared to $79.5 in the first six months of 2024. The $118.3 increase is primarily due to increased business performance, the change in the discrete tax expense due to legislative changes effective in the first quarter of 2025 and changes related to stock compensation activity. The effective rate in the first six months of 2025 was primarily influenced by the negative impact of a valuation allowance established to account for legislative changes effective in the first quarter of 2025 partially offset by favorable impact of other discrete items such as stock compensation and changes in deferred tax liabilities. For the first six months of 2024, income tax expense 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.

Current wording

Income tax expense was $291.5 in the first nine months of 2025 compared to $171.4 in the first nine months of 2024. The $120.1 increase is primarily due to increased business performance and discrete tax expense due to legislative changes effective in the first quarter of 2025, offset by discrete tax benefits for stock compensation and return to provision adjustments. The effective rate in the first nine months of 2025 was primarily influenced by the negative impact of a valuation allowance established to account for legislative changes effective in the first quarter of 2025 partially offset by discrete tax benefits for stock compensation, changes in deferred tax liabilities and return to provision adjustments. 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.

Previous wording

The following is detail of business segment results for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. 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 10 — 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, 2025 compared to the nine months ended September 30, 2024. 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

Americas net sales were $2,787.6 in the first six months of 2025, an increase of $741.5, or 36.2%, from the first six months of 2024. The increase in sales was primarily driven by higher sales volumes due to products increasing by $670.9 and sales of service & spares increasing by $70.6. Americas net sales were negatively impacted by foreign currency of approximately $9.3.

Current wording

Americas net sales were $4,500.0 in the first nine months of 2025, an increase of $1,255.3, or 38.7%, from the first nine months of 2024. The increase in sales was primarily driven by higher sales volumes due to products increasing by $1,140.5 and sales of service & spares increasing by $114.8. Americas net sales were negatively impacted by foreign currency of approximately $10.3.

Previous wording

Asia Pacific net sales were $1,007.4 in the first six months of 2025, an increase of $266.0, or 35.9%, from the first six months of 2024. The increase in sales were primarily driven by growth across the whole region, partially offset by the negative impact of foreign currency of approximately $5.4. Net sales of products improved by $240.7, and service & spares improved by $25.3.

Current wording

Asia Pacific net sales were $1,527.2 in the first nine months of 2025, an increase of $353.4, or 30.1%, from the first nine months of 2024. The increase in sales were primarily driven by growth in India, partially offset by the negative impact of foreign currency of approximately $10.1. Net sales of products improved by $319.5, and service & spares improved by $33.9.

Previous wording

Europe, Middle East & Africa net sales of $879.1 in the first six months of 2025, increased by $74.7, or 9.3%, from the first six months of 2024. Sales increases were primarily due to increased volumes due to products increasing by $63.7, services & spares increased by $11.0 compared to the first six months of 2024. Europe, Middle East & Africa new sales were positively impacted by foreign currency of approximately $17.9.

Current wording

Europe, Middle East & Africa net sales of $1,322.7 in the first nine months of 2025, increased by $75.8, or 6.1%, from the first nine months of 2024. Sales were positively impacted by foreign currency by approximately $36.6. Net sales of products increased by $67.3 and services & spares increased by $2.5 compared to the first nine months of 2024.

Previous wording

Operating profit (loss) in the first six months of 2025 was $182.9, an increase of $3.1 compared with the first six months of 2024. Margin decreased primarily due to the mix of product and service sales and operational inefficiencies.

Current wording

Operating profit (loss) in the first nine months of 2025 was $266.4, a decrease of $27.8, or 9.4%, compared with the first nine months of 2024. Margin decreased primarily due to the mix of product and service sales and operational inefficiencies.

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, IT, Legal, Human Resources, and global product platform development and offering management. Total corporate and other costs were $106.1 and $85.0 in the first six months of 2025 and 2024, respectively. Total corporate and other costs increased by $21.1 compared to the first six months of 2024 primarily due to an increase of certain employee related costs and an increase in the foreign currency loss of $1.5.

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, IT, Legal, Human Resources, and global product platform development and offering management. Total corporate and other costs were $195.0 and $130.0 in the first nine months of 2025 and 2024, respectively. Total corporate and other costs increased by $65.0 compared to the first nine months of 2024 primarily due a $32.7 increase in restructuring costs, an increase in certain employee related costs and a decrease in the foreign currency loss of $2.9.

Previous wording

Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments (including the Acquisition) and debt service.

Current wording

Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments and debt service.

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, such as capacity and facility expansion, that support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were approximately $84.7 during the first six months of 2025. We expect to have capital expenditures (including capitalized software) of $250.0 to $300.0 for the full year 2025.

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 $131.4 during the first nine months of 2025. We expect to have capital expenditures (including capitalized software) of $225.0 to $275.0 for the full year 2025.

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, 2025 (the “Notes”), the Term Loan due 2027, with an outstanding principal amount of $2,086.5 as of June 30, 2025 (the “Term Loan”), and the ABL Revolving Credit Facility, due 2029, providing up to $800.0 of revolving borrowings, with separate sublimits for letters of credit and swingline borrowings and an uncommitted accordion of up to $200.0, for which none was outstanding as of June 30, 2025 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, 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, 2025 (the “Notes”), the Term Loan due 2032, with an outstanding principal amount of $2,081.3 as of September 30, 2025 (the “Term Loan”), and the ABL Revolving Credit Facility, due 2029, providing up to $800.0 of revolving borrowings, with separate sublimits for letters of credit and swingline borrowings and an uncommitted accordion of up to $200.0, for which none was outstanding as of September 30, 2025 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, the “Senior Secured Credit Facilities”). Our Term Loan’s maturity was extended from 2027 to 2032 through an amendment which was executed on August 12, 2025.

Previous wording

At June 30, 2025, we had $1,640.8 in cash and cash equivalents and $98.2 in short-term investments, 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, 2025, Vertiv had $783.0 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 $17.0, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

Current wording

At September 30, 2025, we had $1,396.0 in cash and cash equivalents and $544.6 in short-term investments, 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, 2025, Vertiv had $782.8 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 $17.2, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

Previous wording

We believe our current cash, cash equivalent, and short-term investment levels, augmented by availability under 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 fund the Acquisition (if consummated), 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.

Current wording

We believe our current cash, cash equivalent, and short-term investment levels, augmented by availability under the ABL Revolving Credit Facility, will provide adequate near-term liquidity for the next 12 months of independent operations, 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.

Previous wording

Net cash provided by operating activities was $626.2 in the first six months of 2025, a $107.2 increase in cash generation compared to the first six months of 2024. Net income from operations of $488.7 included $196.8 of net non-cash expense items, consisting of depreciation and amortization of $144.9, non-cash stock-based compensation expense of $24.5, amortization of debt discount and issuance costs of $4.3, and deferred taxes of $23.1. Trade working capital utilized $95.2 in the first six months of 2025 compared to $3.6 utilized in the first six months of 2024.

Current wording

Net cash provided by operating activities was $1,134.9 in the first nine months of 2025, a $240.8 increase in cash generation compared to the first nine months of 2024. Net income from operations of $887.2 included $356.5 of net non-cash expense items, consisting of depreciation and amortization of $220.3, deferred taxes of $92.2, non-cash stock-based compensation expense of $38.7, and amortization of debt discount and issuance costs of $5.3. Trade working capital utilized $140.7 in the first nine months of 2025 compared to $69.2 provided in the first nine months of 2024.

Previous wording

Net cash used for investing activities was $182.8 in the first six months of 2025 compared to net cash used for investing activities of $81.5 in the first six months of 2024. The increased use of cash over the comparable period was primarily driven by purchases of short-term investments of $98.1.

Current wording

Net cash used for investing activities was $892.7 in the first nine months of 2025 compared to net cash used for investing activities of $120.7 in the first nine months of 2024. The increased use of cash over the comparable period was primarily driven by purchases of short-term investments of $539.6 and the acquisition of businesses of $221.7.

Previous wording

Net cash used for financing activities was $32.9 in the first six months of 2025 compared to $626.7 used for financing activities in the first six months of 2024. The decrease in cash used in 2025 was primarily the result of a $599.9 decrease in repurchases of common shares, offset by a $14.1 decrease in employee taxes paid for shares withheld, a $10.6 decrease in exercise of employee stock options, and a $9.7 increase in dividend payments.

Current wording

Net cash used for financing activities was $44.3 in the first nine months of 2025 compared to $640.4 used for financing activities in the first nine months of 2024. The decrease in cash used in 2025 was primarily the result of a $599.9 decrease in repurchases of common shares, offset by a $13.5 decrease in employee taxes paid for shares withheld, a $3.0 decrease in exercise of employee stock options, and a $14.5 increase in dividend payments.