Vertiv Holdings Co
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 13, 2026
VRT$182.86+3.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-18.
0001628280-25-005905
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-13.
0001674101-26-000008
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 80 previous paragraphs and 100 current paragraphs.
48 unchanged; 25 reworded; 26 added; 7 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 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 (26)
Current report
The imposition of U.S. tariffs and foreign country retaliatory tariffs, or the proposed imposition of additional or similar tariffs, in jurisdictions where we have manufacturing facilities or where our customers operate could increase our cost of doing business and could significantly impact our financial performance.
Current report
We are continually analyzing and implementing strategic measures in an effort to minimize the financial and operational impacts of the new and proposed tariffs on our business operations, including, but not limited to, continued expansion of domestic manufacturing, alternative sourcing of components and parts regionally, increased sourcing of components and parts that qualify under applicable trade agreements, and continued evaluation of our ability to incorporate tariff impacts into pricing decisions for our products and services.
Current report
We are also continually monitoring the evolving macroeconomic environment, including monitoring inflationary and recessionary pressures resulting from the ongoing tariffs and geopolitical climate. These additional pressures could significantly impact the labor markets, exchange rates, customer demand, supply chain, capital markets and other economic conditions in the jurisdictions we operate throughout 2026 and beyond. As we monitor this ever-changing situation, we have been adjusting, and will continue to adjust, our operational plans in an effort to mitigate the impact of these pressures on our business and financial performance.
Current report
•Capacity Expansion: We have strategically invested in expanding our global capacity to meet both current and anticipated customer demand across key infrastructure segments. Since late 2021, Vertiv has more than doubled its manufacturing capacity for switchgear, busbar and integrated power solutions through the opening of new facilities and capacity increases at existing operations worldwide. These expansions support our ability to deliver critical power infrastructure at scale for data centers and other mission-critical applications amid accelerating demand, particularly driven by AI and high-performance computing workloads.
Current report
To further support growth in thermal management solutions, we opened a new state-of-the-art manufacturing facility and test laboratory in Pune, India in 2024. This site significantly enhances our ability to produce a broad range of cooling products — from in-row and wall-mount units to large direct expansion and free-cooling systems — while serving both domestic and global customers.
Current report
We expanded our domestic infrastructure solutions manufacturing footprint in 2024 with the addition of a 215,000-square-foot facility in Pelzer, South Carolina. This facility accelerates production of modular solutions, integrated power systems and other prefabricated infrastructure, enabling customers to reduce installation time and rapidly scale deployments.
Current report
Looking ahead, we anticipate continuing to invest in capacity globally to ensure that we provide the geographic presence and operational resiliency our customers require, with the ability to rapidly scale in response to evolving demand.
Current report
In addition to organic capacity growth, we expanded our solution capabilities through strategic acquisitions aligned with demand trends. In August 2025, we acquired the Great Lakes Data Racks & Cabinets family of companies ("Great Lakes") for approximately $200 million, which enhances our rack, cabinet and integrated white-space infrastructure offerings, strengthening our position in delivering comprehensive solutions for AI, high-density computing, edge and hyperscale environments. Great Lakes’ manufacturing operations in the U.S. and Europe broaden our execution capacity and accelerate the availability of pre-engineered rack and integrated infrastructure systems that address market needs for performance, scalability, and faster time to deployment.
Current report
•Strengthened Services Capabilities: We continue to see attractive opportunities in our services business as customers increasingly prioritize reliability, performance optimization, and lifecycle management across more complex and mission-critical digital infrastructure environments. The growth of AI and high-density computing is further increasing the importance of services that support uptime, efficiency, and long-term system performance.
Current report
Our services portfolio spans project-based and lifecycle offerings with an increasing emphasis on software-enabled and data-driven capabilities that allow us to engage earlier in the deployment cycle and remain embedded throughout the operational life of customer infrastructure.
Current report
We have continued to enhance these capabilities through targeted investments and acquisitions. These acquisitions strengthen our software and automation capabilities, enabling advanced analytics, orchestration, and AI-driven insights across complex infrastructure environments. For example, our acquisition of Purge Rite Intermediate, LLC ("PurgeRite") in December 2025 expands our thermal services capabilities, supporting system cleanliness, reliability, and performance, particularly in liquid-cooled and hybrid cooling applications. Refer to "Note 2 - Acquisitions" for additional information on this acquisition. Together, these investments support our integrated systems-level approach and strengthen the value proposition of our services offering.
Current report
•Strategic Partnerships: We continue to pursue strategic partnerships and investment opportunities that enhance our technology capabilities and support the delivery of scalable, resilient infrastructure solutions as customer requirements evolve. As data center and critical infrastructure environments become more power-dense and complex, collaboration across the ecosystem is increasingly important to meeting performance, efficiency, and reliability needs.
Current report
Our partnership with NVIDIA supports the development of advanced power and thermal infrastructure aligned with next-generation AI and high-performance computing architectures, while our collaboration with Oklo reflects exploration of alternative energy solutions that could support future data center power requirements. In addition, our partnership with Caterpillar strengthens our capabilities in distributed power generation and backup solutions for critical infrastructure applications.
Current report
Collectively, these partnerships support Vertiv’s systems-level approach and enhance our ability to deliver integrated solutions across power, thermal, and digital infrastructure.
Current report
•Need for Speed and Scale: As digital infrastructure requirements continue to accelerate—particularly for AI and high-density computing—customers are increasingly prioritizing speed of deployment and the ability to scale reliably across geographies. Time-to-market, consistency, and execution certainty have become critical decision factors as customers seek to bring capacity online faster while managing growing system complexity.
Current report
We continue to invest in prefabricated, factory-integrated, and standardized infrastructure solutions designed to reduce on-site complexity and improve deployment efficiency. Our SmartRun overhead infrastructure portfolio accelerates data center build-outs through pre-engineered and modular power, busway, and integrated infrastructure solutions, enabling faster installation, improved quality, and greater scalability. In addition, Vertiv OneCore provides a standardized, repeatable architecture that integrates power, thermal, racks, software, and services into a unified systems framework, supporting consistent deployment and scalability across customer environments. These solutions shift a greater portion of engineering, assembly, and validation into the factory, reducing on-site installation complexity and reliance on scarce skilled labor, while improving deployment speed, consistency, and execution certainty.
Current report
Together, these capabilities support Vertiv’s systems-level approach and enhance our ability to help customers deploy critical infrastructure faster, at scale, and with greater predictability as demand continues to grow.
Current report
Income Tax Expense
Current report
Operating profit (loss) in 2025 was $1,714.3, an increase of $616.5, or 56.2%, compared with 2024. Margin increased primarily due to the mix of product and service sales in addition to operational leverage.
Current report
Operating profit (loss) in 2025 was $222.1, an increase of $46.9, or 26.8%, compared with 2024. Margin increased primarily driven by operational leverage, cost improvement actions, and geographical mix.
Current report
Operating profit (loss) in 2025 was $377.4, a decrease of $62.0, or 14.1%, compared with 2024. Margin erosion was primarily due to the mix of product and service sales, operational inefficiencies, and increased capacity to support future global demand.
Current report
Net cash provided by operating activities was $2,113.8 in 2025, a $794.5 increase in cash generation compared to 2024. Net income from operations of $1,332.8 included $383.0 of net non-cash expense items, consisting of depreciation and amortization of $308.6, deferred taxes of $22.6, non-cash stock based compensation expense of $45.9, and amortization of debt discount and issuance costs of $5.9. Trade working capital provided $339.3 in 2025 compared to $114.1 in 2024.
Current report
Net cash used for investing activities was $1,500.8 in 2025 compared to $201.7 in 2024. The increased use of cash in 2025 over the comparable period was primarily driven by the acquisition of businesses of $1,184.8 and net purchases of short-term investments of $89.6.
Current report
We record reductions to sales for prompt payment discounts, customer and distributor incentives including rebates, and returns at the time of the initial sale. Rebates are estimated based on sales terms, historical experience, trend analysis, and projected market conditions in the various markets served. Returns are estimated at the time of the sale primarily based on historical experience and recorded gross on the consolidated balance sheet.
Current report
Sales commissions are expensed when the amortization period is less than a year and are generally not capitalized as they are typically earned at the completion of the contract when the customer is invoiced or when the customer pays Vertiv. We typically offer warranties that are consistent with standard warranties in the jurisdictions where we sell our goods and services. Our warranties are generally assurance type warranties for which we promise that our goods and services meet contract specifications. In limited circumstances, we sell warranties that extend the warranty coverage beyond the standard coverage offered on specific products. Sales for these separately-priced warranties are recorded based on their stand-alone selling price and are recognized as revenue over the length of the warranty period.
Removed paragraphs (7)
Previous report
The imposition of new U.S. tariffs, as well as the possibility of retaliatory tariffs or the imposition of similar tariffs in jurisdictions where we have manufacturing facilities or our clients operate would increase our cost of doing business. We continue to analyze measures to minimize the potential impacts of the new and proposed tariffs on our business operations, including but not limited to continued expansion of domestic manufacturing and our ability to incorporate tariff impacts into pricing decisions.
Previous report
•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. 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 report
Operating profit (loss) in 2024 was $1,097.8, increase of $335.4 compared with 2023. Margin increased primarily due to higher sales volumes, manufacturing and procurement productivity, and improved price realization.
Previous report
Operating profit (loss) in 2024 was $175.2, an increase of $27.8 compared with 2023 mainly driven by sales from product mix. Margin increased primarily due to higher sales volumes and manufacturing and procurement productivity.
Previous report
Operating profit (loss) in 2024 was $439.4, an increase of $141.7 compared with 2023. Margin increased primarily due to higher sales volumes and procurement driven productivity improvement.
Previous report
Net cash provided by operating activities was $1,319.3 in 2024, a $418.8 increase in cash generation compared to 2023. The change was primarily driven by the improvement in trade working capital from prior year by $47.4 due to our trade working capital initiative, an increase in net income from operations of $35.6, and the non-cash impact of the change in fair value of warrant liabilities of $291.3.
Previous report
Net cash used for investing activities was $201.7 in 2024 compared to net cash used for investing activities of $139.1 in 2023. The increased use of cash over the comparable period was primarily driven by increased capital expenditures of $39.1, decreased proceeds from disposition of property, plant and equipment of $12.4, decreased proceeds from sale of business of $11.9, and an increased investment in capitalized software of $10.4, offset by the decrease in acquisition of business of $11.2.
Reworded paragraphs (25)
Previous wording
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 primarily provide this technology to data centers, communication networks and commercial & 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.
Current wording
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 primarily 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.
Previous wording
•Increased Tariffs: The global trade environment continues to evolve rapidly. In response to escalating pressures and geopolitical uncertainties surrounding global supply chains, we continue to pursue a supply chain strategy of geographic resilience. This includes adding regional sourcing and manufacturing options to complement our existing global supply chain. For example, in 2024, we expanded and strengthened our supply base and manufacturing footprint in the US as part of our overall capacity strategy to grow with customer demand in the US.
Current wording
•Trade and Economic Uncertainty: The global trade and economic environment continues to evolve rapidly with the imposition of new U.S. tariffs and retaliatory tariffs being imposed by foreign countries. In response to these escalating pressures and the geopolitical and macroeconomic uncertainties surrounding global supply chains and customer demand, we continue to pursue our supply chain strategy of supplier and geographic resilience. This includes, but is not limited to, continuing to add regional sourcing and manufacturing capabilities and capacity to complement our existing global supply chain. We’re strengthening our supply base and manufacturing footprint in the U.S. and other strategic jurisdictions around the world as part of our overall capacity strategy to grow with customer demand in the U.S. and other jurisdictions.
Previous wording
•Artificial Intelligence ("AI"): Increased maturity and adoption of AI and high-performance compute is currently impacting the data center industry and driving technology innovation, which has led to increased demand. The Company has invested in developing new product, services, and solutions to serve this growing industry, is increasing capacity to support additional demand for AI infrastructure as necessary and we will continue to invest to support additional growth driven by AI.
Current wording
•Artificial Intelligence: Increased maturity and adoption of AI and high-performance compute is currently impacting the data center industry and driving technology innovation leading to increased demand. We have invested in developing new product, services, and solutions to serve this growing industry. With this, we are increasing capacity to support additional demand for AI infrastructure as necessary, and we will continue to invest to support additional growth driven by AI.
Previous wording
•Thermal Management Portfolio Expansion: We continue to invest in expansion of our thermal management portfolio and product capabilities to meet customer demands. The complexity of hybrid air and liquid cooling created by AI workloads presents significant opportunities for innovation within, and expansion of, the entire thermal chain to better optimize performance, power utilization, control, and heat re-use. Our investment and expansion efforts are directed at capturing new technologies across the entire thermal chain from chip to heat rejection and re-use and more to meet growing demands. Further, we are focused on the continued growth and expansion of our portfolio geographically, as we leverage our best-in-class regional products and expand such offerings into other regions and globally.
Current wording
•Thermal Management Portfolio Expansion: We continue to invest in expansion of our thermal management portfolio and product capabilities to meet customer demand. The complexity of hybrid air and liquid cooling created by AI workloads presents significant opportunities for innovation within, and expansion of, the entire thermal chain to better optimize performance, power utilization, control, and heat re-use. Our investment and expansion efforts are directed at capturing new technologies across the entire thermal chain from chip to heat rejection, re-use, and more to meet growing demands. Further, we are focused on the continued growth and expansion of our portfolio geographically, as we leverage our best-in-class regional products and expand such offerings into other regions and globally.
Previous wording
Net sales were $8,011.8 in 2024, an increase of $1,148.6, or 16.7%, compared with $6,863.2 in 2023. The increase in sales is primarily driven by higher sales volumes, partially offset by the negative impacts from foreign currency of $53.6. Product sales increased $974.0, which included negative impacts from foreign currency of $41.7. Services & spares sales increased $174.6, including the negative impacts from foreign currency of $11.9.
Current wording
Net sales were $10,229.9 in 2025, an increase of $2,218.1, or 27.7%, compared with $8,011.8 in 2024. The increase in sales was primarily driven by higher sales volumes and the positive impacts from foreign currency of $49.6. Product sales increased $1,961.8, which included positive impacts from foreign currency of $37.5. Services & spares sales increased $256.3, including the positive impacts from foreign currency of $12.1.
Previous wording
Excluding intercompany sales, net sales were $4,500.6 in the Americas, $1,717.8 in Asia Pacific and $1,793.4 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 were $6,386.3 in the Americas, $2,019.2 in Asia Pacific and $1,824.4 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 $5,077.6 in 2024, an increase of $614.9, or 13.8% compared to 2023. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $2,934.2 in 2024, or 36.6% of sales, compared to $2,400.5, or 35.0% of sales in 2023. Margin increased primarily due to higher sales volume and improved price realization.
Current wording
Cost of sales were $6,514.7 in 2025, an increase of $1,437.1, or 28.3% compared to 2024. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $3,715.2 in 2025, or 36.3% of sales, compared to $2,934.2, or 36.6% of sales in 2024. Margin was relatively flat as benefits from higher sales volume and improved price realization were offset by cost inflation, particularly related to tariffs.
Previous wording
Selling, general and administrative expenses (or “SG&A”) were $1,374.0 in 2024, an increase of $61.7 compared to 2023. SG&A as a percentage of sales were 17.1% in 2024 compared with 19.1% in 2023. The increase in SG&A was primarily driven by$45.8 of higher compensation costs, professional service fees of $18.1 inclusive of a one-time supplier expense, and increased IT and research and development expense.
Current wording
Selling, general and administrative expenses (or “SG&A”) were $1,617.8 in 2025, an increase of $243.8, or 17.7% compared to 2024. The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 15.8% in 2025 compared with 17.1% in 2024.
Previous 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 $192.8 for 2024, which was a $23.2 decrease from 2023. The decrease was primarily due to a $23.3 decrease in restructuring costs and a $6.7 decrease in foreign currency loss, partially offset by increased amortization of intangibles of $2.9.
Current wording
The remaining other operating expenses include amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). These remaining operating expenses were $267.7 for 2025, which was a $74.9 increase from 2024. The increase was due to a $49.2 increase in restructuring costs, increased amortization of intangibles of $16.2, a $6.8 decrease in other operating expense (income) primarily due to mark-to-market losses associated with economic hedges, and a $2.7 increase in foreign currency loss.
Previous wording
Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the then outstanding Private Placement Warrants. The change in fair value of the then outstanding Private Placement Warrants during 2024 and 2023 resulted in a loss of $449.2 and $157.9, respectively. 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, and the exercise of 5,266,667 and 5,266,666 of the Private Placement Warrants in December 2024 and February 2023, respectively. As of December 31, 2024, there were no Private Placement 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 then outstanding private warrants during 2024 resulted in a loss of $449.2. Cote SPAC I LLC elected in December 2024 to exercise the remaining 5,266,667 outstanding private warrants on a cashless basis as permitted under the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of December 31, 2025 and 2024, there were no warrants outstanding.
Previous wording
Interest expense, net, was $150.4 in 2024 compared to $180.1 in 2023. The $29.7 decrease is primarily driven by a $16.4 increase of interest income, a $12.2 reduction to interest expense as a result of our Term Loan amendments, and a $7.9 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 partially mitigated by our interest rate swaps and interest income.
Current wording
Interest expense, net, was $86.1 in 2025 compared to $150.4 in 2024. The $64.3 decrease is primarily driven by a $33.0 increase of interest income and a $26.1 reduction to interest expense as a result of our Term Loan amendments. To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be partially mitigated by our interest rate swaps and interest income.
Previous wording
Income tax expense was $269.6 in 2024 compared to $73.5 in 2023. The effective rate in 2024 was primarily influenced the changes in tax incentives, offset by net changes in valuation allowance and the tax impact of non-deductible changes in fair value of the warrant liabilities. In 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 uncertain tax positions, and reflects the impact of non-deductible changes in fair value of warrant liabilities, as well as discrete tax adjustments related to legislation changes enacted in the period.
Current wording
Income tax expense was $409.1 in 2025 compared to $269.6 in 2024. The effective rate in 2025 was primarily influenced by the mix of income between our U.S. and non-U.S. operations and net changes in valuation allowance offset by discrete benefits related to stock compensation. In 2024, 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 uncertain tax positions, and reflects the impact of non-deductible changes in fair value of warrant liabilities, as well as discrete tax adjustments related to legislation changes enacted in the period.
Previous wording
Income tax expense in 2024 was $196.1 higher than 2023 primarily due to the increased financial performance, changes in non-U.S tax holidays and incentives and the change in valuation allowance.
Current wording
Income tax expense in 2025 was $139.5 higher than 2024 primarily due to increased financial performance, changes in non-U.S tax holidays and incentives and the change in valuation allowance.
Previous wording
Americas net sales of $4,500.6 in 2024 increased $656.1, or 17.1%, from 2023. The increase in sales was primarily driven by higher sales volumes due to products increasing by $557.9 and service & spares increasing by $98.2. Americas net sales were negatively impacted by foreign currency of approximately $28.2.
Current wording
Americas net sales of $6,386.3 in 2025 increased $1,885.7, or 41.9%, from 2024. The increase in sales was primarily driven by higher sales volumes due to products increasing by $1,691.0 and sales of service & spares increasing by $194.7. The product growth was driven by broad-based strength across products and customer segments. Americas net sales were negatively impacted by foreign currency of approximately $6.3.
Previous wording
Asia Pacific net sales of $1,717.8 in 2024 increased $190.0, or 12.4%, from 2023. The increase in sales was primarily driven by growth throughout the region, partially offset by the negative impact of foreign currency of approximately $18.1. Net sales of products improved by $150.4, and service & spares improved by $39.6.
Current wording
Asia Pacific net sales of $2,019.2 in 2025 increased $301.4, or 17.5%, from 2024. The increase in sales was primarily driven by growth throughout the region, partially offset by the negative impact of foreign currency of approximately $11.5. Net sales of products improved by $262.4, and service & spares improved by $39.0.
Previous wording
Europe, Middle East & Africa net sales of $1,793.4 in 2024 increased $302.5, or 20.3%, from 2023. Sales increases were driven by increased volumes due to products increasing by $265.7, and service & spares increasing by $36.8, and were negatively impacted by foreign currency of approximately $7.3.
Current wording
Europe, Middle East & Africa net sales of $1,824.4 in 2025 increased $31.0, or 1.7%, from 2024. Sales increases were positively impacted by foreign currency of approximately $67.4, with products increasing by $8.4, and service & spares increasing by $22.6.
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, and global product platform development and offering management. Corporate and other costs were $160.8 and $154.0 in 2024 and 2023, respectively. Corp orate and other costs increased $6.8 compared to 2023 primarily due to a decrease in foreign currency loss of $6.7.
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, and global product platform development and offering management. Corporate and other costs were $283.7 and $160.8 in 2025 and 2024, respectively. Corporate and other costs increased $122.9 compared to 2024 primarily due to an increase in restructuring costs and an increase in certain employee related costs.
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 $184.1 in 2024. We expect to have capital expenditures (including capitalized software) of $250 to $300 in 2025.
Current wording
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 $226.4 in 2025. We expect to have capital expenditures (including capitalized software) of $425 to $525 in 2026 in order to support capacity expansion across the business.
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 December 31, 2024 (the “Notes”), the Term Loan, due 2027, with an outstanding principal amount of $2,097.0 as of December 31, 2024 (the “Term Loan”), and the ABL Revolving Credit Facility, due 2029, with a maturity date extended through an amendment in 2024, 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 December 31, 2024 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, the “Senior Secured Credit Facilities”). See “Note 6 — Debt” of the 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 December 31, 2025 (the “Notes”), the Term Loan due 2032, with an outstanding principal amount of $2,076.1 as of December 31, 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 December 31, 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 December 31, 2024, we had $1,227.6 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 December 31, 2024, Vertiv had $784.9 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 $15.1, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.
Current wording
At December 31, 2025, we had $1,728.4 in cash and cash equivalents and $99.5 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 December 31, 2025, Vertiv had $784.0 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 $16.0, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.
Previous wording
Net cash used by financing activities was $652.1 in 2024 compared to $247.5 of net cash used by financing activities in 2023. The increased use of cash over the comparable period was primarily the result of $599.9 of share repurchases of common stock, $32.7 increase in dividend payments, and a $13.0 decrease in net cash received associated with equity-based compensation activity, offset by a decrease in year-over-year repayments of $235.0 on the ABL Revolving Credit Facility.
Current wording
Net cash used by financing activities was $72.3 in 2025 compared to $652.1 of net cash used by financing activities in 2024. The decrease in cash used in 2025 was primarily the result of a $599.9 decrease in repurchases of common shares and a $6.6 decrease in proceeds from the exercise of employee stock options, offset by a $24.4 increase in dividend payments, and a $10.7 decrease in employee taxes paid for shares withheld.
Previous wording
•forecasted earnings before interest, taxes, and amortization;
Current wording
•forecasted earnings before interest, taxes, depreciation, and amortization;
Previous wording
We account for goodwill acquired in a business combination in conformity with current accounting guidance, which does not allow for goodwill to be amortized. We review goodwill for impairment annually in the fourth quarter or when events and circumstances indicate an impairment may have occurred. The impairment assessment for goodwill is performed at the reporting unit level. The Company’s five reporting units are comprised of the Americas; Greater China; India; Southeast Asia, Australia & New Zealand, Japan and South Korea (Asia); and Europe, Middle East & Africa. For segment reporting Greater China, India and Asia are aggregated into one reportable business segment, refer to “Note 14 — Segment Reporting” of the accompanying consolidated financial statements for more information.
Current wording
We account for goodwill acquired in a business combination in conformity with current accounting guidance, which does not allow for goodwill to be amortized. We review goodwill for impairment annually in the fourth quarter or when events and circumstances indicate an impairment may have occurred. The impairment assessment for goodwill is performed at the reporting unit level. The Company’s five reporting units are comprised of the Americas; Greater China; India; Asia; and Europe, Middle East & Africa. For segment reporting Greater China, India and Asia are aggregated into one reportable business segment, refer to “Note 13 — Segment Information” of the accompanying consolidated financial statements for more information.
Previous wording
We recognize 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 that we expect to be entitled to in exchange for those goods or services. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. The majority of our sales agreements contain performance obligations satisfied at a point in time when control is transferred to the customer. Sales for service contracts, including installation, inventory with no alternative use and an enforceable right of payment upon customer termination and other discrete services, generally are recognized over time as the services are provided. Payments received in advance for service arrangements are recorded as deferred revenue and recognized in net sales when the revenue recognition criteria are met. Unbilled revenue is recorded when performance obligations have been satisfied, but we do not have present right to payment.
Current wording
We recognize revenue from the sale of manufactured products and services when control of the promised goods or services are transferred to customers in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods or services. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. The majority of our sales agreements contain performance obligations satisfied at a point in time when control is transferred to the customer. Sales for service contracts, including installation, inventory with no alternative use and an enforceable right of payment upon customer termination and other discrete services, generally are recognized over time as the services are provided. Payments received in advance for service arrangements or product delivery are recorded as deferred revenue and recognized in net sales when the revenue recognition criteria are met. Unbilled revenue is recorded when performance obligations have been satisfied, but we do not have present right to payment.
Previous wording
We are subject to income taxes in the United States and numerous foreign jurisdictions. Judgment in the forecasting of taxable income using historical and projected future operating results is required in determining our provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable, and deferred taxes. Under U.S. GAAP, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets are also recognized for the estimated future effects of tax loss and credit carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the enactment date occurs. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts expected to be realized. Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings are indefinitely reinvested. In the event that the actual outcome of future tax consequences differs from our estimates and assumptions due to changes or future events such as tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the Consolidated Statements of Earnings (Loss) and Consolidated Balance Sheets.
Current wording
We are subject to income taxes in the United States and numerous foreign jurisdictions. Judgment in the forecasting of taxable income using historical and projected future operating results is required in determining our provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable, and deferred taxes. Under U.S. GAAP, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets are also recognized for the estimated future effects of tax loss and credit carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the enactment date occurs. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts expected to be realized. Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the U.S. when it is expected that these earnings are indefinitely reinvested. In the event that the actual outcome of future tax consequences differs from our estimates and assumptions due to changes or future events such as tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the Consolidated Statements of Earnings (Loss) and Consolidated Balance Sheets.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
See “Note 6 — Debt” of the consolidated financial statements for more detailed discussion of the material terms of the Notes and the Senior Secured Credit Facilities.