Vertiv Holdings

    VRT ·NYSE ·Electronic Components, NEC ·Inc. in DE
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    data from SEC XBRL filings. Values are as-reported; restatements supersede originals.

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    From 10-Q filed 2026-04-22 (period ending 2026-03-31).

    ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    Unless the context otherwise indicates or requires, references to “the Company,” “Vertiv,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries. In addition, dollar amounts are stated in millions, except for per share amounts. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere in the Annual Report.
    Cautionary Note Regarding Forward-Looking Statements
    This Form 10-Q, and other statements that Vertiv may make, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and as such are not historical facts. Such statements may include, without limitation, those regarding Vertiv’s future financial performance or position, capital structure, indebtedness, business performance, strategy and plans, and expectations and objectives of Vertiv management for future operations and financial performance. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of results of performance. Vertiv cautions that such forward-looking statements are subject to numerous assumptions, risks and uncertainties, which may change over time. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When Vertiv discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, Vertiv’s management at the time of such statements.
    The forward-looking statements contained in this Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that future developments affecting Vertiv will be those that Vertiv has anticipated. Forward-looking statements included in this Form 10-Q speak only as of the date of this filing or any earlier date specified for such statements. Vertiv undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All subsequent written or oral forward-looking statements attributable to Vertiv or persons acting on Vertiv’s behalf are qualified in their entirety by this Cautionary Note Regarding Forward-Looking Statements.
    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, 2025 filed on February 13, 2026 (the "2025 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 or consolidation in our customer’s markets or categorical shifts in customer technology spending; less leverage with large customer contract terms; 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; risks associated with governmental contracts; failure to properly manage production cost changes and supply chain; failure to anticipate market change and 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 ("U.S.") and numerous foreign entities; costs or liabilities associated with product liability and damage to our reputation and brands; 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 and expanding global production facilities; risks associated with future legislation and regulation of Vertiv’s customers’ markets; 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 to properly address legal compliance issues, particularly those related to imports/exports, anti-corruption laws, and foreign operations; risks associated with foreign trade policy, including tariffs and global trade conflict; risks associated with litigation or claims
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    against the Company, including the risk of adverse outcomes to any legal claims and proceedings; our ability to protect or enforce our proprietary rights on which our business depends; third party intellectual property infringement claims; liabilities associated with environmental, health and safety matters; failure to achieve environmental, social and governance goals; failure to realize the value of goodwill and intangible assets; exposure to fluctuations in foreign currency exchange rates; failure to remediate material weaknesses in our internal controls over financial reporting; our level of indebtedness and our ability to comply with the covenants and restrictions contained in our credit agreements; our ability to access funding through capital markets; resales of Vertiv securities may cause volatility in the market price of our securities; our organizational documents contain provisions that may discourage unsolicited takeover proposals; our certificate of incorporation includes a forum selection clause, which could discourage or limit stockholders’ ability to make a claim against it; the ability of our subsidiaries to pay dividends; factors relating to the business, operations and financial performance of Vertiv and its subsidiaries, including: global economic weakness and uncertainty; our ability to attract, train and retain key members of our leadership team and other qualified personnel; the adequacy of our insurance coverage; fluctuations in interest rates materially affecting our financial results and increasing the risk our counterparties default in our interest rate hedges; our incurrence of significant costs and devotion of substantial management time as a result of operating as a public company; expected expenses related to integration of our acquisitions; the possible diversion of management time on issues related to integration of our acquired businesses; the ability of Vertiv to maintain relationships with customers and suppliers of our acquired businesses; and the ability of Vertiv to retain management and key employees of our acquired businesses; and other risks and uncertainties indicated in Vertiv’s SEC reports or documents filed or to be filed with the SEC by Vertiv.
    Overview
    We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We 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.
    Outlook and Trends
    Below is a summary of trends and events that are currently affecting, or may in the future affect, our business, operations and short-term outlook:
    •Trade, Macroeconomic and Geopolitical Environment: The global trade and macroeconomic environment remains dynamic, including the impact of U.S. tariffs and foreign retaliatory measures, the impact of the US-Israel and Iran war, as well as broader geopolitical and foreign policy developments. These factors may affect supply chains, input costs, fuel and transportation costs, customer demand, capital markets and foreign exchange rates.
    We continue to actively manage these risks through supply chain diversification, regional sourcing strategies, pricing actions, financial hedging, and ongoing evaluation of alternative manufacturing, financial and procurement approaches.
    •Growth and Capacity Expansion: We continue to see very robust growth in demand for data centers supporting artificial intelligence ("AI") and high-performance compute applications and have strategically invested in expanding our global capacity in response to current and anticipated customer demand across key infrastructure segments. For the quarter, our capital investments were significantly higher than the spend in the same quarter of 2025. Looking ahead, we anticipate further investment in global capacity to further bolster operational resiliency and to capture additional demand. These investments build upon prior capacity expansion efforts and are aimed at supporting our global ability to scale our business, with the byproduct of addressing inherent complexities and challenges associated with very robust market growth.
    •Artificial Intelligence and High-Performance Compute Demand: The continued adoption of AI and high-performance computing is driving increased demand for data center infrastructure, including power, thermal, and infrastructure management solutions. We continue to invest in product and technology innovation, as well as capacity and capability expansions to support this growth and evolving customer requirements.
    •Technology and Portfolio Expansion: Customer requirements are evolving toward higher-density, more complex infrastructure environments, including, but not limited to, hybrid air and liquid cooling architectures, converged physical infrastructure systems, and high voltage direct current power architectures. We continue to invest in expanding our advanced research engineering and technology capabilities across the power and thermal chain to support performance, efficiency and scalability requirements.
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    •Execution, Speed and Development Efficiency: Customers are increasingly prioritizing speed of deployment, scalability and execution certainty. We continue to invest in prefabricated, modular and factory-integrated solutions designed to reduce on-site complexity and accelerate time-to-deployment.
    Together, these capabilities support Vertiv’s systems-level approach and enhance our ability to help customers deploy critical digital infrastructure faster, at scale, and with greater predictability as demand continues to grow.
    RESULTS OF OPERATIONS
    Comparison of the Three Months Ended March 31, 2026 and Three Months Ended March 31, 2025
    (Dollars in millions)Three months ended March 31, 2026Three months ended March 31, 2025$ Change% Change
    Net sales$2,649.5 $2,036.0 $613.5 30.1 %
    Cost of sales1,649.8 1,349.5 300.3 22.3 
    Gross profit999.7 686.5 313.2 45.6 
    Selling, general and administrative expenses456.7 346.3 110.4 31.9 
    Amortization of intangibles77.6 46.0 31.6 68.7 
    Restructuring costs(4.9)1.1 (6.0)(545.5)
    Foreign currency (gain) loss, net(1.6)2.6 (4.2)(161.5)
    Other operating expense (income)31.8 (0.2)32.0 16,000.0 
    Operating profit (loss)440.1 290.7 149.4 51.4 
    Interest expense (income), net(4.4)25.3 (29.7)(117.4)
    Loss on extinguishment of debt6.2 — 6.2 — 
    Income tax expense48.2 100.9 (52.7)(52.2)
    Net income (loss)$390.1 $164.5 $225.6 137.1 %
    Net Sales
    Net sales were $2,649.5 in the first quarter of 2026, an increase of $613.5, or 30.1%, compared with $2,036.0 in the first quarter of 2025. The increase in sales was primarily driven by higher sales volumes including the positive impacts from foreign currency of $56.6. Product sales increased $480.1, which included the positive impacts from foreign currency of $43.6. Services & spares sales increased $133.4, which included positive impacts from foreign currency of $13.0.
    Excluding intercompany sales, net sales were $1,814.4 in the Americas, $513.7 in Asia Pacific and $321.4 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below.
    Cost of Sales
    Cost of sales were $1,649.8 in the first quarter of 2026, an increase of $300.3, or 22.3% compared to the first quarter of 2025. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $999.7 in the first quarter of 2026, or 37.7% of sales, compared to $686.5, or 33.7% of sales in the first quarter of 2025. Margin increased in the first quarter of 2026 due primarily to the mix of product and service sales in addition to operational leverage.
    Selling, General and Administrative Expenses
    Selling, general and administrative expenses (“SG&A”) were $456.7 in the first quarter of 2026, an increase of $110.4, or 31.9% compared to the first quarter of 2025. The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 17.2% in the first quarter of 2026 compared with 17.0% in the first quarter of 2025.
    Other Operating Expense
    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 $102.9 for the first quarter of 2026, which was a $53.4 increase from the first quarter of 2025. The increase was primarily due to a $32.0 increase in other operating expense (income) primarily due to the contingent consideration and a $31.6 increase in amortization of intangibles related to our recent acquisitions. Refer to "Note 3 - Acquisitions" for additional information on these acquisitions. Other operating expenses were slightly offset by a $6.0 decrease in restructuring costs.
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    Interest Expense
    Interest expense (income), net, was $(4.4) in the first quarter of 2026 compared to $25.3 in the first quarter of 2025. The $29.7 decrease in expense is primarily driven by $21.2 of interest income related to the interest rate swap settlement and $4.5 of incremental interest income compared the first quarter of 2025. 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.
    Income Taxes
    Income tax expense was $48.2 in the first quarter of 2026 compared to $100.9 in the first quarter of 2025. The $52.7 decrease from the first quarter of 2025 and the effective rate in the first quarter of 2026 is primarily due to increased business performance, offset by discrete tax benefits for stock compensation and the interest rate swap settlement. Refer to "Note 9 - Financial Instruments and Risk Management" for additional information about the interest rate swap settlement. The effective rate in the first quarter of 2025 was primarily influenced by the negative impact a valuation allowance established to account for legislative changes effective in the first quarter of 2025 partially offset by the favorable impact of other discrete items such as stock compensation and changes in deferred tax liabilities.
    Business Segments
    The following is detail of business segment results for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Segment profitability is defined as operating profit (loss). Segment margin represents segment operating profit (loss) expressed as a percentage of segment net sales. For reconciliations of segment net sales and earnings to our consolidated results, see “Note 11 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.
    Americas
    (Dollars in millions)Three months ended March 31, 2026Three months ended March 31, 2025$ Change% Change
    Net sales$1,814.4 $1,185.3 $629.1 53.1 %
    Operating profit (loss)490.2 259.7 230.5 88.8 
    Margin27.0 %21.9 %
    Americas net sales were $1,814.4 in the first quarter of 2026, an increase of $629.1, or 53.1%, from the first quarter of 2025. The increase in sales was primarily driven by higher sales volumes due to products increasing by $517.6 and sales of service & spares increasing by $111.5. Americas net sales were positively impacted by foreign currency of approximately $7.5.
    Operating profit (loss) in the first quarter of 2026 was $490.2, an increase of $230.5, or 88.8%, compared with the first quarter of 2025. Margin increased primarily due to the mix of product and service sales in addition to operational leverage.
    Asia Pacific
    (Dollars in millions)Three months ended March 31, 2026Three months ended March 31, 2025$ Change% Change
    Net sales$513.7 $447.2 $66.5 14.9 %
    Operating profit (loss)67.4 45.7 21.7 47.5 
    Margin13.1 %10.2 %
    Asia Pacific net sales were $513.7 in the first quarter of 2026, an increase of $66.5, or 14.9%, from the first quarter of 2025. The increase in sales were primarily driven by products increasing by $47.3, and service & spares increasing by $19.2, and the positive impact of foreign currency of approximately $13.0.
    Operating profit (loss) in the first quarter of 2026 was $67.4, an increase of $21.7, or 47.5%, compared with the first quarter of 2025. Margin increased primarily driven by operational leverage and continued cost improvement actions.
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    Europe, Middle East & Africa
    (Dollars in millions)Three months ended March 31, 2026Three months ended March 31, 2025$ Change% Change
    Net sales$321.4 $403.5 $(82.1)(20.3)%
    Operating profit (loss)53.5 78.7 (25.2)(32.0)
    Margin16.6 %19.5 %
    Europe, Middle East & Africa net sales of $321.4 in the first quarter of 2026, decreased by $82.1, or (20.3)%, from the first quarter of 2025 due to softer market demands from prior periods. Sales were positively impacted by foreign currency by approximately $36.1. Net sales of products decreased by $84.8 and services & spares increased by $2.7 compared to the first quarter of 2025.
    Operating profit (loss) in the first quarter of 2026 was $53.5, a decrease of $25.2, or 32.0%, compared with the first quarter of 2025. Margin decreased primarily due to operating leverage.
    Vertiv Corporate and Other
    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, Legal, Human Resources, and global product platform development and offering management. Total corporate and other costs were $93.4 and $47.4 in the first quarter of 2026 and 2025, respectively. Total corporate and other costs increased by $46.0 compared to the first quarter of 2025 primarily due to the $33.2 of contingent consideration associated with the PurgeRite acquisition, an increase in certain employee-related costs, and a decrease in the foreign currency loss.

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    Capital Resources and Liquidity
    Our primary future cash needs relate to working capital, operating activities, capital spending, strategic investments and debt service.
    Capital Expenditures: Our capital expenditures primarily relate 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 $114.0 during the first quarter of 2026. We expect to have capital expenditures (including capitalized software) of $425.0 to $525.0 for the full year 2026 in order to support capacity expansion across the business.
    We have additional obligations in the ordinary course of our business, beyond those committed for capital expenditures, which consist of debt obligations and other financial instruments. Refer below, as well as to “Note 6 — Debt” and “Note 13 — Commitments and Contingencies” of the Unaudited Condensed Consolidated Financial Statements for more information. In addition, we have uncertain tax positions that are further discussed in “Note 7 — Income Taxes” of the Unaudited Condensed Consolidated Financial Statements. We anticipate lease payment obligations of approximately $93.0 for the full year 2026. We do not have any guarantees or other off-balance sheet financing arrangements, including variable interest entities, which could materially impact our financial condition or liquidity.
    We and 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 March 31, 2026 (the “Senior Secured Notes”), the Senior Notes in aggregate principal amount $2,100.0, consisting of $600.0 aggregate principal amount of 4.850% Senior Notes due 2036 (the “2036 Notes”), $500.0 aggregate principal amount of 5.650% Senior Notes due 2046 (the “2046 Notes”), $500.0 aggregate principal amount of 5.800% Senior Notes due 2056 (the “2056 Notes”) and $500.0 aggregate principal amount of 5.950% Senior Notes due 2066 (the “2066 Notes” and, together with the 2036 Notes, the 2046 Notes and the 2056 Notes, the “Senior Notes”), and the Senior Unsecured Revolving Credit Facility in an aggregate committed amount of $2,500.0 (the “Senior Unsecured Revolving Credit Facility”), a portion of which is available for the issuance of letters of credit.
    At March 31, 2026, we had $2,150.6 in cash and cash equivalents and $349.9 in short-term investments, which include 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 March 31, 2026, Vertiv had $2,483.3 of availability (subject to customary conditions) under the Senior Unsecured Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $16.7.
    We believe our current cash, cash equivalent, and short-term investment levels, augmented by availability under the Senior Unsecured Revolving Credit Facility, will provide adequate near-term liquidity for the next 12 months of independent operations, allow us to invest for growth in existing businesses, and manage our capital structure on a short- and long-term basis. We expect to continue to opportunistically access the capital and financing markets from time to time. Access to capital and the availability of financing on acceptable terms in the future will be affected by many factors, including our credit rating, economic conditions, and the overall liquidity of capital markets. There can be no assurance that we will continue to have access to the capital and financing markets on acceptable terms.

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    Summary Statement of Cash Flows
    Three Months Ended March 31, 2026 and 2025
    (Dollars in millions)20262025$ Change% Change
    Net cash provided by (used for) operating activities$766.8 $303.3 $463.5 152.8 %
    Net cash provided by (used for) investing activities(376.7)(38.8)(337.9)(870.9)
    Net cash provided by (used for) financing activities11.9 (24.9)36.8 147.8 
    Capital expenditures(112.6)(36.5)(76.1)(208.5)
    Investments in capitalized software(1.4)(2.3)0.9 39.1 
    Net Cash provided by (used for) Operating Activities
    Net cash provided by operating activities was $766.8 in the first quarter of 2026, a $463.5 increase in cash generation compared to the first quarter of 2025. Net income from operations of $390.1 included $131.3 of net non-cash expense items, consisting of depreciation and amortization of $107.7, deferred taxes of $28.2, change in fair value of contingent consideration of $33.2, non-cash stock-based compensation expense of $17.0, and amortization of debt discount and issuance costs of $1.6. Trade working capital provided $227.8 in the first quarter of 2026 compared to $4.8 used in the first quarter of 2025.

    Net Cash provided by (used for) Investing Activities
    Net cash used for investing activities was $376.7 in the first quarter of 2026 compared to net cash used for investing activities of $38.8 in the first quarter of 2025. The increased use of cash over the comparable period was primarily driven by a $76.1 increase in capital expenditures in order to support capacity expansion across the business and net purchases of short-term investments of $248.4.
    Net Cash provided by (used for) Financing Activities
    Net cash provided by financing activities was $11.9 in the first quarter of 2026 compared to $24.9 used for financing activities in the first quarter of 2025. The increase in cash provided in 2026 was primarily the result of a $29.2 increase in proceeds from the issuance of long-term debt, and a $22.2 increase in exercise of employee stock options, offset by a $9.7 increase in dividend payments.
    Critical Accounting Policies and Estimates
    The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Unaudited Condensed Consolidated Financial Statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The preceding discussion and analysis of our consolidated results of operations and financial condition should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. The 2025 financial statements, as part of the 2025 Form 10-K, includes additional information about us, our operations, our financial condition, our critical accounting policies and accounting estimates, and should be read in conjunction with this Quarterly Report on Form 10-Q. Our significant accounting policies are described in “Note 1 - Description of Business and Summary of Significant Accounting Policies” of the 2025 Form 10-K.

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    Next expected filings

    • ~2026-07-29 10-Q expected by 2026-08-12 (in 89 days)
    • ~2026-10-21 10-Q expected by 2026-11-04 (in 173 days)
    • ~2027-02-09 10-K expected by 2027-02-10 (in 284 days)
    • ~2027-04-21 10-Q expected by 2027-05-05 (in 355 days)

    Predicted from historical filing cadence; not an SEC commitment.

    Recent SEC filings

    • 2026-04-22 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2026-04-22 10-Q Quarterly Report
    • 2026-03-06 8-K Other Events; Financial Statements and Exhibits
    • 2026-03-03 8-K Material Agreement Entered; Material Agreement Terminated; Material Financial Obligation; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
    • 2026-02-13 10-K Annual Report
    • 2026-02-11 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-12-05 8-K Completion of Acquisition/Disposition; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-11-03 8-K Material Agreement Entered; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-10-22 10-Q Quarterly Report
    • 2025-10-22 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-10-14 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-09-03 8-K Other Events; Financial Statements and Exhibits
    • 2025-08-12 8-K Material Agreement Entered; Material Financial Obligation; Financial Statements and Exhibits
    • 2025-07-30 10-Q Quarterly Report
    • 2025-07-30 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits