Third Quarter 2026 Results
- Net sales of $4,313 million, 61% higher than third quarter 2025.
- Operating profit up 90% and adjusted operating profit(1) up 83% from third quarter 2025.
Adjusted operating margin of 25.2%, up 290 basis points compared to third quarter 2025.
- Diluted EPS grew 91% to $1.95 and adjusted diluted EPS(1) grew 78% to $2.21 compared to
third quarter 2025.
- Operating cash flow of $794 million and adjusted free cash flow(1) of $652 million, up
64% and 50%, respectively, compared to third quarter 2025.
Fourth Quarter 2026 Guidance
- Expects fourth quarter 2026 net sales of $4,413 million and organic sales growth of 50%, each at the
midpoint of guidance, compared to fourth quarter 2025.
- Expects fourth quarter 2026 diluted EPS of $2.08 and adjusted diluted EPS of $2.25, each at the midpoint
of guidance, an increase of 82% and 65%, respectively, compared to fourth quarter 2025.
Full Year 2026 Guidance
- Expects full year 2026 net sales of $14,650 million and organic sales growth of 38%, each at the
midpoint of guidance, compared to full year 2025.
- Expects full year 2026 diluted EPS of $6.29 and adjusted diluted EPS of $7.15, each at the midpoint of
guidance, an increase of 84% and 70%, respectively, compared to full year 2025.
COLUMBUS, Ohio, Oct. 28, 2026 /PRNewswire/ -- Vertiv Holdings Co (NYSE: VRT) ("Vertiv"),
a global leader in critical digital infrastructure, reported financial results for its third quarter ended
September 30, 2026. Vertiv reported third quarter net sales of $4,313 million, an increase of $1,637
million, or 61%, compared to third quarter 2025, reflecting 55% organic sales growth and approximately 6%
contribution from acquisitions. Growth was broad-based across all regions, with the Americas up 75% (66%
organic), APAC up 50% (48% organic), and EMEA up 23% (19% organic). Strong demand visibility, ongoing
capacity investments, and disciplined execution give Vertiv the confidence to raise full year net sales
guidance by $650 million, along with increases to other associated financial metrics.
Third quarter operating profit of $984 million increased $467 million and adjusted
operating profit of $1,087 million increased $491 million, up 90% and 83%, respectively, from third quarter
2025. Adjusted operating margin was 25.2%, up 290 basis points compared to third quarter 2025, driven by
operational leverage on higher sales and by manufacturing productivity, partially offset by mix impacts and
continued growth investments.
"We are in the middle of the largest infrastructure buildout and it's accelerating," said
Giordano Albertazzi, Vertiv's Chief Executive Officer. "The demands on data center infrastructure are
evolving faster than ever, and Vertiv's role in that buildout keeps expanding. We're compressing new
product development cycles from years to months. We're industrializing converged infrastructure at a scale
that didn't exist before and strengthening competencies that are very hard to replicate. We are expanding
capacity, improving productivity, and executing with rigor. The infrastructure we deliver performs at the
highest levels of reliability. Customers are choosing Vertiv as the partner that can engineer, deliver,
scale and service across the entire lifecycle. Our more than 100% organic orders growth year over year and
our overall performance are clear testaments to that."
"The companies that will define the digital age are the ones investing ahead of the curve and
delivering for customers, and that is what we are doing," said Dave Cote, Vertiv's Executive Chairman. "We
are in an industry where the more technology changes, the better it is for us. We keep investing, we keep
building, and what we have built is designed to scale. I believe there is a long runway ahead and the
opportunity only gets bigger from here."
Adjusted Free Cash Flow and Liquidity
Net cash generated by operating activities in the third quarter was $794 million, and adjusted
free cash flow was $652 million, increasing 64% and 50%, respectively, from third quarter 2025. Third
quarter adjusted free cash flow was driven by higher adjusted operating profit partially offset by increased
working capital and higher capital expenditures to support growth.
Vertiv's liquidity increased to $6.2 billion in the third quarter, with the company
maintaining a net cash position and further broadening its strategic flexibility. Capital expenditures for
full year 2026 are still anticipated at approximately 4.0% of revenue, reflecting the continued investment
Vertiv is making to capture increasing demand across its pipelines.
Updated Full Year and Fourth Quarter 2026 Guidance
The data center market continues to generate strong, broad-based global demand, further
validating the depth and duration of the growth cycle. Vertiv continues to expand capacity and invest in
next-generation technology to stay ahead of customer needs and capture an expanding opportunity set.
|
|
Fourth Quarter 2026 Guidance
|
|
Net sales
|
$4,313M - $4,513M
|
|
Organic net sales
growth(2)
|
49% - 51%
|
|
Adjusted operating profit(1)
|
$1,118M - $1,158M
|
|
Adjusted operating
margin(2)
|
25.3% - 26.3%
|
|
Adjusted diluted EPS(1)
|
$2.22 - $2.28
|
|
Adjusted diluted EPS
growth(2)
|
63% - 67%
|
|
|
|
|
|
|
|
Full Year 2026 Guidance
|
|
Net sales
|
$14,450M - $14,850M
|
|
Organic net sales
growth(2)
|
37% - 39%
|
|
Adjusted operating profit(1)
|
$3,475M - $3,555M
|
|
Adjusted operating
margin(2)
|
23.5% - 24.5%
|
|
Adjusted diluted EPS(1)
|
$7.10 - $7.20
|
|
Adjusted diluted EPS
growth(2)
|
69% - 71%
|
|
Adjusted free cash flow(2)
|
$2,600M - $2,800M
|
|
(1)
|
This release contains certain non-GAAP metrics.
For reconciliations to the relevant GAAP measures and an explanation of the non-GAAP
measures and reasons for their use, please refer to sections of this release
entitled "Non-GAAP Financial Measures" and "Reconciliation of GAAP and non-GAAP
Financial Measures."
|
|
(2)
|
This is a forward-looking non-GAAP financial
measure that cannot be reconciled without unreasonable efforts for those reasons set
forth under "Non-GAAP Financial Measures" of this release.
|
Third Quarter 2026 Earnings Conference Call
Vertiv's management team will discuss the Company's results during a conference call on
Wednesday, October 28, starting at 11 a.m. Eastern Time. The call will contain forward-looking statements
and other material information regarding Vertiv's financial and operating results. A webcast of the live
conference call will be available for interested parties to listen to by going to the Investor Relations
section of the Company's website at investors.vertiv.com. A slide presentation will
be available before the call and will be posted to the website, also at investors.vertiv.com. A replay of the conference
call will also be available for 30 days following the webcast.
About Vertiv Holdings Co
Vertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to
enable its customers' vital applications to run continuously, perform optimally and grow with their business
needs. Vertiv solves the most important challenges facing today's data centers, communication networks and
commercial and industrial facilities with a portfolio of power, cooling and IT infrastructure solutions and
services that extends from the cloud to the edge of the network. Headquartered in Westerville, Ohio, USA,
Vertiv does business in more than 130 countries. For more information, and for the latest news and content
from Vertiv, visit vertiv.com.
Category: Financial News
Non-GAAP Financial Measures
Financial information included in this release has been prepared in accordance with Generally
Accepted Accounting Principles ("GAAP"). Vertiv has included certain non-GAAP financial measures in this
news release, as indicated above, that may not be directly comparable to other similarly titled measures
used by other companies and therefore may not be comparable among companies. These non-GAAP financial
measures include organic net sales growth (including on a segment basis), adjusted operating profit,
adjusted operating margin, adjusted diluted EPS, adjusted diluted EPS growth and adjusted free cash flow,
which management believes provides investors with useful supplemental information to evaluate the Company's
ongoing operations and to compare with past and future periods. Management also uses certain non-GAAP
measures internally for forecasting, budgeting and measuring its operating performance. These measures
should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial
results prepared in accordance with GAAP. Pursuant to the requirements of Regulation G, Vertiv has provided
reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.
Information reconciling certain forward-looking GAAP measures to non-GAAP measures related to
fourth quarter and full year 2026 guidance, including organic net sales growth, adjusted free cash flow,
adjusted diluted EPS growth and adjusted operating margin, is not available without unreasonable effort due
to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts
that are necessary for such reconciliations. For those reasons, we are unable to compute the probable
significance of the unavailable information, which could have a potentially unpredictable, and potentially
significant, impact on our future GAAP financial results.
See "Reconciliation of GAAP and Non-GAAP Financial Measures" in this release for Vertiv's
reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.
Cautionary Note Concerning Forward-Looking Statements
This news release, and other statements that Vertiv may make in connection therewith, may
contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 with respect to Vertiv's future financial or business performance, strategies or expectations, and as
such are not historical facts. This includes, without limitation, statements regarding Vertiv's financial
position, capital structure, indebtedness, business strategy and plans and objectives of Vertiv management
for future operations, as well as statements regarding growth, anticipated demand for our products and
services and our business prospects during 2026, as well as expected impacts from our pricing actions, and
our guidance for fourth quarter and full year 2026 and statements regarding tariffs, global trade conflict
and any actions we may take in response thereto. These statements constitute projections, forecasts and
forward-looking statements, and are not guarantees of performance. Vertiv cautions that forward-looking
statements are subject to numerous assumptions, risks and uncertainties, which change over time. Such
statements can be identified by the fact that they do not relate strictly to historical or current facts.
When used in this news release, words such as "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"strive," "would" and similar expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this release are based on current expectations and
beliefs concerning future developments and their potential effects on Vertiv. There can be no assurance that
future developments affecting Vertiv will be those that Vertiv has anticipated. Vertiv undertakes no
obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under applicable securities laws. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv's
control) or other assumptions that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. Should one or more of these risks or
uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking statements. Vertiv has previously disclosed
risk factors in its Securities and Exchange Commission ("SEC") reports, including those set forth in the
Vertiv 2025 Annual Report on Form 10-K filed with the SEC on February 13, 2026. These risk factors and those
identified elsewhere in this release, 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; 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 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 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; the timing and consummation of our proposed acquisitions; the
risks that the closings of our acquisitions do not occur; 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. Forward-looking statements included in this news release speak only as of the date of this
news release or any earlier date specified for such statements. All subsequent written or oral
forward-looking statements attributable to Vertiv or persons acting on Vertiv's behalf may be qualified in
their entirety by this Cautionary Note Concerning Forward-Looking Statements.
For investor inquiries, please contact:
Lynne Maxeiner
Vice President, Global Treasury &
Investor Relations
Vertiv
E: lynne.maxeiner@vertiv.com
For media inquiries, please contact:
Tom Laughran
FleishmanHillard
E: tom.laughran@omc.com
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF EARNINGS (LOSS)
Vertiv Holdings Co
(Dollars in millions except for per share
data)
|
|
|
Three months ended
September 30, 2026
|
|
Three months ended
September 30, 2025
|
|
Nine months ended
September 30, 2026
|
|
Nine months ended
September 30, 2025
|
|
Net sales
|
|
|
|
|
|
|
|
|
Net sales - products
|
$ 3,637.1
|
|
$ 2,214.4
|
|
$ 8,419.6
|
|
$ 6,030.1
|
|
Net sales - services
|
675.7
|
|
461.4
|
|
1,817.0
|
|
1,319.8
|
|
Net sales
|
4,312.8
|
|
2,675.8
|
|
10,236.6
|
|
7,349.9
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
Cost of sales - products
|
2,291.5
|
|
1,398.4
|
|
5,307.7
|
|
3,980.8
|
|
Cost of sales - services
|
377.9
|
|
266.7
|
|
1,050.9
|
|
775.3
|
|
Cost of sales
|
2,669.4
|
|
1,665.1
|
|
6,358.6
|
|
4,756.1
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Selling, general and administrative
expenses
|
556.9
|
|
414.3
|
|
1,508.0
|
|
1,156.2
|
|
Amortization of intangibles
|
65.3
|
|
48.2
|
|
216.6
|
|
141.1
|
|
Restructuring costs
|
0.2
|
|
30.7
|
|
(8.6)
|
|
33.7
|
|
Foreign currency (gain) loss, net
|
7.1
|
|
0.9
|
|
9.4
|
|
5.8
|
|
Other operating expense (income)
|
30.1
|
|
(0.1)
|
|
90.8
|
|
7.2
|
|
Operating profit (loss)
|
983.8
|
|
516.7
|
|
2,061.8
|
|
1,249.8
|
|
Interest expense (income), net
|
6.4
|
|
22.8
|
|
19.4
|
|
69.4
|
|
Loss on extinguishment of debt
|
—
|
|
1.7
|
|
6.2
|
|
1.7
|
|
Other non-operating expense (income)
|
(17.4)
|
|
—
|
|
(16.9)
|
|
—
|
|
Income (loss) before income taxes
|
994.8
|
|
492.2
|
|
2,053.1
|
|
1,178.7
|
|
Income tax expense
|
230.3
|
|
93.7
|
|
400.7
|
|
291.5
|
|
Net income (loss)
|
$ 764.5
|
|
$ 398.5
|
|
$ 1,652.4
|
|
$ 887.2
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
Basic
|
$ 1.99
|
|
$ 1.04
|
|
$ 4.30
|
|
$ 2.33
|
|
Diluted
|
$ 1.95
|
|
$ 1.02
|
|
$ 4.21
|
|
$ 2.27
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
384,995,711
|
|
382,025,408
|
|
384,165,116
|
|
381,455,627
|
|
Diluted
|
392,682,064
|
|
390,928,669
|
|
392,640,125
|
|
390,257,902
|
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE
SHEETS
Vertiv Holdings Co
(Dollars in millions)
|
|
|
September 30, 2026
|
|
December 31, 2025
|
|
ASSETS
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash and cash equivalents
|
$ 3,512.9
|
|
$ 1,728.4
|
|
Short-term investments
|
198.8
|
|
99.5
|
|
Accounts receivable, less allowances of $28.0
and $25.6, respectively
|
4,379.7
|
|
3,109.0
|
|
Inventories
|
3,288.4
|
|
1,456.5
|
|
Other current assets
|
743.5
|
|
426.1
|
|
Total current assets
|
12,123.3
|
|
6,819.5
|
|
Property, plant and equipment, net
|
1,324.6
|
|
921.8
|
|
Other assets:
|
|
|
|
|
Goodwill
|
2,279.6
|
|
2,033.7
|
|
Other intangible assets, net
|
1,736.1
|
|
1,894.8
|
|
Deferred income taxes
|
171.9
|
|
179.6
|
|
Right-of-use assets, net
|
415.1
|
|
303.0
|
|
Other
|
123.9
|
|
60.0
|
|
Total other assets
|
4,726.6
|
|
4,471.1
|
|
Total assets
|
$ 18,174.5
|
|
$
12,212.4
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Current portion of long-term debt
|
$ 3.4
|
|
$ 20.9
|
|
Accounts payable
|
3,244.7
|
|
1,756.4
|
|
Deferred revenue
|
4,120.5
|
|
1,814.7
|
|
Accrued expenses and other liabilities
|
1,196.3
|
|
771.6
|
|
Income taxes
|
145.8
|
|
43.4
|
|
Total current liabilities
|
8,710.7
|
|
4,407.0
|
|
Long-term debt,
net
|
2,925.1
|
|
2,892.1
|
|
Deferred income
taxes
|
248.5
|
|
232.8
|
|
Long-term lease
liabilities
|
339.7
|
|
245.2
|
|
Other long-term
liabilities
|
448.5
|
|
494.0
|
|
Total liabilities
|
12,672.5
|
|
8,271.1
|
|
Equity
|
|
|
|
|
Preferred stock, $0.0001 par value, 5,000,000
shares authorized, none issued and outstanding
|
—
|
|
—
|
|
Common stock, $0.0001 par value, 700,000,000
shares authorized, 385,027,873 and 382,553,680 shares issued
and outstanding at
September 30, 2026 and December 31, 2025, respectively
|
—
|
|
—
|
|
Additional paid-in capital
|
2,974.9
|
|
2,895.2
|
|
Retained earnings
|
2,608.5
|
|
1,027.9
|
|
Accumulated other comprehensive (loss)
income
|
(81.4)
|
|
18.2
|
|
Total equity
|
5,502.0
|
|
3,941.3
|
|
Total liabilities and equity
|
$
18,174.5
|
|
$
12,212.4
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
Vertiv Holdings Co
(Dollars in millions)
|
|
|
Three months ended
September 30, 2026
|
|
Three months ended
September 30, 2025
|
|
Nine months ended
September 30, 2026
|
|
Nine months ended
September 30, 2025
|
|
Cash flows from operating
activities:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$ 764.5
|
|
$ 398.5
|
|
$ 1,652.4
|
|
$ 887.2
|
|
Adjustments to reconcile net income (loss) to
net cash provided by
(used for) operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
39.8
|
|
24.5
|
|
106.7
|
|
70.9
|
|
Amortization
|
68.1
|
|
50.9
|
|
224.7
|
|
149.4
|
|
Deferred income taxes
|
16.1
|
|
69.1
|
|
(10.0)
|
|
92.2
|
|
Amortization of debt discount and issuance
costs
|
1.6
|
|
1.0
|
|
3.8
|
|
5.3
|
|
Stock-based compensation
|
19.7
|
|
14.2
|
|
50.5
|
|
38.7
|
|
Changes in operating working capital
|
(138.3)
|
|
(71.5)
|
|
540.5
|
|
(166.7)
|
|
Change in fair value of contingent
consideration
|
34.1
|
|
—
|
|
96.1
|
|
—
|
|
Other
|
(11.6)
|
|
(4.0)
|
|
(4.1)
|
|
31.9
|
|
Net cash provided by (used for) operating
activities
|
794.0
|
|
482.7
|
|
2,660.6
|
|
1,108.9
|
|
Cash flows from investing
activities:
|
|
|
|
|
|
|
|
|
Capital expenditures
|
(139.1)
|
|
(45.2)
|
|
(425.0)
|
|
(126.7)
|
|
Investments in capitalized software
|
(2.7)
|
|
(1.5)
|
|
(5.3)
|
|
(4.7)
|
|
Purchase of short-term investments
|
(98.7)
|
|
(441.5)
|
|
(645.3)
|
|
(539.6)
|
|
Proceeds from maturities of short-term
investments
|
202.9
|
|
—
|
|
554.4
|
|
—
|
|
Investment in affiliates
|
(10.0)
|
|
—
|
|
(29.0)
|
|
—
|
|
Acquisition of businesses, net of cash
acquired
|
—
|
|
(195.7)
|
|
(278.1)
|
|
(195.7)
|
|
Net cash provided by (used for) investing
activities
|
(47.6)
|
|
(683.9)
|
|
(828.3)
|
|
(866.7)
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
Short-term borrowings
|
3.4
|
|
—
|
|
3.4
|
|
—
|
|
Proceeds from the issuance of long-term
debt
|
—
|
|
—
|
|
2,100.0
|
|
—
|
|
Repayment of long-term debt
|
(15.3)
|
|
(5.2)
|
|
(2,091.4)
|
|
(15.7)
|
|
Dividend payment
|
(24.0)
|
|
(14.2)
|
|
(71.8)
|
|
(42.6)
|
|
Exercise of employee stock options
|
0.8
|
|
9.0
|
|
44.9
|
|
22.0
|
|
Employee taxes paid from shares withheld
|
(4.3)
|
|
(1.0)
|
|
(27.5)
|
|
(8.0)
|
|
Net cash provided by (used for) financing
activities
|
(39.4)
|
|
(11.4)
|
|
(42.4)
|
|
(44.3)
|
|
Effect of exchange rate changes on cash and cash
equivalents
|
0.6
|
|
0.8
|
|
3.5
|
|
14.1
|
|
Increase (decrease) in cash, cash equivalents
and restricted cash
|
707.6
|
|
(211.8)
|
|
1,793.4
|
|
212.0
|
|
Beginning cash, cash equivalents and restricted
cash
|
2,875.6
|
|
1,656.0
|
|
1,789.8
|
|
1,232.2
|
|
Ending cash, cash equivalents and restricted
cash
|
$
3,583.2
|
|
$
1,444.2
|
|
$ 3,583.2
|
|
$ 1,444.2
|
|
Changes in operating working
capital
|
|
|
|
|
|
|
|
|
Accounts receivable
|
$ (631.9)
|
|
$ 41.0
|
|
$ (1,276.1)
|
|
$ (339.8)
|
|
Inventories
|
(766.9)
|
|
(5.6)
|
|
(1,814.9)
|
|
(143.1)
|
|
Other current assets
|
(160.2)
|
|
(16.8)
|
|
(305.5)
|
|
(40.7)
|
|
Accounts payable
|
723.7
|
|
92.6
|
|
1,409.0
|
|
362.1
|
|
Deferred revenue
|
490.2
|
|
(122.1)
|
|
2,312.9
|
|
49.4
|
|
Accrued expenses and other liabilities
|
112.8
|
|
62.5
|
|
135.0
|
|
19.2
|
|
Income taxes
|
94.0
|
|
(123.1)
|
|
80.1
|
|
(73.8)
|
|
Total changes in operating working
capital
|
$ (138.3)
|
|
$ (71.5)
|
|
$
540.5
|
|
$ (166.7)
|
Reconciliation of GAAP and non-GAAP Financial Measures
To supplement this news release, we have included certain non-GAAP financial measures in the
format of performance metrics. Management believes these non-GAAP financial measures provide investors with
additional meaningful financial information that should be considered when assessing our underlying business
performance and trends. Further, management believes these non-GAAP financial measures also enhance
investors' ability to compare period-to-period financial results. Non-GAAP financial measures should be
viewed in addition to, and not as an alternative for, the company's reported results prepared in accordance
with GAAP. Our non-GAAP financial measures do not represent a comprehensive basis of accounting. Therefore,
our non-GAAP financial measures may not be comparable to similarly titled measures reported by other
companies. Reconciliations of each of these non-GAAP financial measures to GAAP information are also
included. Management uses these non-GAAP financial measures in making financial, operating, compensation and
planning decisions and in evaluating the company's performance. Disclosing these non-GAAP financial measures
allows investors and management to view our operating results excluding the impact of items that are not
reflective of the underlying operating performance.
Vertiv's non-GAAP financial measures include:
- Adjusted operating profit (loss), which represents operating profit (loss), adjusted to exclude
amortization of intangibles, restructuring costs associated with the global restructuring program,
contingent consideration and merger and acquisition costs;
- Adjusted operating margin, which represents adjusted operating profit (loss) divided by net sales;
- Organic net sales growth, which represents the change in net sales adjusted to exclude the impacts of
foreign currency exchange rate and acquisitions [without comparable sales detail in both periods
presented];
- Adjusted free cash flow, which represents net cash provided by (used for) operating activities adjusted
to exclude capital expenditures and investments in capitalized software; and
- Adjusted diluted EPS, which represents diluted earnings per share adjusted to exclude amortization of
intangibles, restructuring costs associated with the global restructuring program, contingent
consideration and merger and acquisition costs, and the costs related to the March 3, 2026 repayment of
the Term Loan Credit Agreement and the associated interest rate swaps being settled.
Regional Segment Results
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
2026
|
|
2025
|
|
Δ
|
|
Δ%
|
|
Organic
Δ%(2)
|
|
2026
|
|
2025
|
|
Δ
|
|
Δ%
|
|
Organic
Δ%(2)
|
|
Net
sales(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMER
|
$ 2,988.8
|
|
$ 1,712.4
|
|
$ 1,276.4
|
|
74.5 %
|
|
66.2 %
|
|
$ 6,874.0
|
|
$ 4,500.0
|
|
$ 2,374.0
|
|
52.8 %
|
|
44.4 %
|
|
APAC
|
779.3
|
|
519.8
|
|
259.5
|
|
49.9 %
|
|
48.3 %
|
|
2,012.9
|
|
1,527.2
|
|
485.7
|
|
31.8 %
|
|
29.4 %
|
|
EMEA
|
544.7
|
|
443.6
|
|
101.1
|
|
22.8 %
|
|
19.3 %
|
|
1,349.7
|
|
1,322.7
|
|
27.0
|
|
2.0 %
|
|
(3.3) %
|
|
Total
|
$ 4,312.8
|
|
$ 2,675.8
|
|
$ 1,637.0
|
|
61.2 %
|
|
55.0 %
|
|
$ 10,236.6
|
|
$ 7,349.9
|
|
$ 2,886.7
|
|
39.3 %
|
|
32.7 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating profit
(loss)(3)
|
|
|
|
|
|
|
|
|
|
|
|
AMER
|
$ 877.3
|
|
$ 501.8
|
|
$ 375.5
|
|
74.8 %
|
|
|
|
$ 1,938.9
|
|
$ 1,146.1
|
|
$ 792.8
|
|
69.2 %
|
|
|
|
APAC
|
132.4
|
|
68.5
|
|
63.9
|
|
93.3 %
|
|
|
|
295.4
|
|
173.4
|
|
122.0
|
|
70.4 %
|
|
|
|
EMEA
|
152.3
|
|
83.5
|
|
68.8
|
|
82.4 %
|
|
|
|
330.0
|
|
266.4
|
|
63.6
|
|
23.9 %
|
|
|
|
Corporate(4)
|
(75.1)
|
|
(58.2)
|
|
(16.9)
|
|
29.0 %
|
|
|
|
(186.8)
|
|
(164.3)
|
|
(22.5)
|
|
13.7 %
|
|
|
|
Total
|
$ 1,086.9
|
|
$ 595.6
|
|
$ 491.3
|
|
82.5 %
|
|
|
|
$ 2,377.5
|
|
$ 1,421.6
|
|
$ 955.9
|
|
67.2 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating
margins(5)
|
|
|
|
|
|
|
|
|
|
|
|
AMER
|
29.4 %
|
|
29.3 %
|
|
0.1 %
|
|
|
|
|
|
28.2 %
|
|
25.5 %
|
|
2.7 %
|
|
|
|
|
|
APAC
|
17.0 %
|
|
13.2 %
|
|
3.8 %
|
|
|
|
|
|
14.7 %
|
|
11.4 %
|
|
3.3 %
|
|
|
|
|
|
EMEA
|
28.0 %
|
|
18.8 %
|
|
9.2 %
|
|
|
|
|
|
24.4 %
|
|
20.1 %
|
|
4.3 %
|
|
|
|
|
|
Vertiv
|
25.2 %
|
|
22.3 %
|
|
2.9 %
|
|
|
|
|
|
23.2 %
|
|
19.3 %
|
|
3.9 %
|
|
|
|
|
|
(1)
|
Segment net sales are presented excluding
intercompany sales.
|
|
(2)
|
Organic basis is adjusted to exclude foreign
currency exchange rate and the change in acquisition sales impact.
|
|
(3)
|
Adjusted operating profit (loss) is only
adjusted at the Corporate segment. There are no adjustments at the reportable
segment level between operating profit (loss) and adjusted operating profit
(loss).
|
|
(4)
|
Corporate costs consist of headquarters
management costs, asset impairments, and costs that support centralized global
functions including Finance, Treasury, Risk Management, Strategy & Marketing,
Legal, and Human Resources.
|
|
(5)
|
Adjusted operating margins calculated as
adjusted operating profit (loss) divided by net sales.
|
Sales by product and service offering
|
Three Months Ended September 30,
|
|
2026
|
|
2025
|
|
Δ
|
|
Δ%
|
|
Americas:
|
|
|
|
|
|
|
|
|
Products
|
$ 2,525.8
|
|
$ 1,426.6
|
|
$ 1,099.2
|
|
77.1 %
|
|
Services & spares
|
463.0
|
|
285.8
|
|
177.2
|
|
62.0 %
|
|
$ 2,988.8
|
|
$ 1,712.4
|
|
$ 1,276.4
|
|
74.5 %
|
|
Asia Pacific:
|
|
|
|
|
|
|
|
|
Products
|
$
626.7
|
|
$
392.7
|
|
$
234.0
|
|
59.6 %
|
|
Services & spares
|
152.6
|
|
127.1
|
|
25.5
|
|
20.1 %
|
|
$
779.3
|
|
$
519.8
|
|
$
259.5
|
|
49.9 %
|
|
Europe, Middle East & Africa:
|
|
|
|
|
|
|
|
|
Products
|
$
441.3
|
|
$
348.3
|
|
$
93.0
|
|
26.7 %
|
|
Services & spares
|
103.4
|
|
95.3
|
|
8.1
|
|
8.5 %
|
|
$
544.7
|
|
$
443.6
|
|
$
101.1
|
|
22.8 %
|
|
Total:
|
|
|
|
|
|
|
|
|
Products
|
$ 3,593.8
|
|
$ 2,167.6
|
|
$ 1,426.2
|
|
65.8 %
|
|
Services & spares
|
719.0
|
|
508.2
|
|
210.8
|
|
41.5 %
|
|
$ 4,312.8
|
|
$ 2,675.8
|
|
$ 1,637.0
|
|
61.2 %
|
|
|
Nine months ended September 30,
|
|
2026
|
|
2025
|
|
Δ
|
|
Δ%
|
|
Americas:
|
|
|
|
|
|
|
|
|
Products
|
$ 5,667.8
|
|
$ 3,705.7
|
|
$ 1,962.1
|
|
52.9 %
|
|
Services & spares
|
1,206.2
|
|
794.3
|
|
411.9
|
|
51.9 %
|
|
$ 6,874.0
|
|
$ 4,500.0
|
|
$ 2,374.0
|
|
52.8 %
|
|
Asia Pacific:
|
|
|
|
|
|
|
|
|
Products
|
$ 1,570.2
|
|
$ 1,150.5
|
|
$
419.7
|
|
36.5 %
|
|
Services & spares
|
442.7
|
|
376.7
|
|
66.0
|
|
17.5 %
|
|
$ 2,012.9
|
|
$ 1,527.2
|
|
$
485.7
|
|
31.8 %
|
|
Europe, Middle East & Africa:
|
|
|
|
|
|
|
|
|
Products
|
$ 1,053.4
|
|
$ 1,041.4
|
|
$
12.0
|
|
1.2 %
|
|
Services & spares
|
296.3
|
|
281.3
|
|
15.0
|
|
5.3 %
|
|
$ 1,349.7
|
|
$ 1,322.7
|
|
$
27.0
|
|
2.0 %
|
|
Total:
|
|
|
|
|
|
|
|
|
Products
|
$ 8,291.4
|
|
$ 5,897.6
|
|
$ 2,393.8
|
|
40.6 %
|
|
Services & spares
|
1,945.2
|
|
1,452.3
|
|
492.9
|
|
33.9 %
|
|
$ 10,236.6
|
|
$ 7,349.9
|
|
$ 2,886.7
|
|
39.3 %
|
Organic growth by product and service offering
|
Three months ended September 30, 2026
|
|
Net Sales Δ
|
|
FX Δ
|
|
Acquisition Δ(1)
|
|
Organic growth
|
|
Organic Δ%(2)
|
|
Americas:
|
|
|
|
|
|
|
|
|
|
|
Products
|
$ 1,099.2
|
|
$ (1.8)
|
|
$ (21.0)
|
|
$ 1,076.4
|
|
75.5 %
|
|
Services & spares
|
177.2
|
|
(1.4)
|
|
(118.3)
|
|
57.5
|
|
20.1 %
|
|
$ 1,276.4
|
|
$ (3.2)
|
|
$ (139.3)
|
|
$ 1,133.9
|
|
66.2 %
|
|
Asia Pacific:
|
|
|
|
|
|
|
|
|
|
|
Products
|
$
234.0
|
|
$ (6.9)
|
|
$ —
|
|
$ 227.1
|
|
57.8 %
|
|
Services & spares
|
25.5
|
|
(1.3)
|
|
—
|
|
24.2
|
|
19.0 %
|
|
$
259.5
|
|
$ (8.2)
|
|
$ —
|
|
$ 251.3
|
|
48.3 %
|
|
Europe, Middle East & Africa:
|
|
|
|
|
|
|
|
|
|
|
Products
|
$
93.0
|
|
$ (0.1)
|
|
$ (17.6)
|
|
$
75.3
|
|
21.6 %
|
|
Services & spares
|
8.1
|
|
2.4
|
|
—
|
|
10.5
|
|
11.0 %
|
|
$
101.1
|
|
$ 2.3
|
|
$ (17.6)
|
|
$
85.8
|
|
19.3 %
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
Products
|
$ 1,426.2
|
|
$ (8.8)
|
|
$ (38.6)
|
|
$ 1,378.8
|
|
63.6 %
|
|
Services & spares
|
210.8
|
|
(0.3)
|
|
(118.3)
|
|
92.2
|
|
18.1 %
|
|
$ 1,637.0
|
|
$ (9.1)
|
|
$ (156.9)
|
|
$ 1,471.0
|
|
55.0 %
|
|
(1)
|
The change in acquisition sales include all
acquisition sales for the three months ended September 30, 2026.
|
|
(2)
|
Organic growth percentage change is calculated
as organic growth divided by net sales for the three months ended September 30,
2025.
|
|
Nine months ended September 30, 2026
|
|
Net Sales Δ
|
|
FX Δ
|
|
Acquisition Δ(1)
|
|
Organic growth
|
|
Organic Δ%(2)
|
|
Americas:
|
|
|
|
|
|
|
|
|
|
|
Products
|
$ 1,962.1
|
|
$ (11.4)
|
|
$ (90.7)
|
|
$ 1,860.0
|
|
50.2 %
|
|
Services & spares
|
411.9
|
|
(5.6)
|
|
(268.7)
|
|
137.6
|
|
17.3 %
|
|
$ 2,374.0
|
|
$ (17.0)
|
|
$ (359.4)
|
|
$ 1,997.6
|
|
44.4 %
|
|
Asia Pacific:
|
|
|
|
|
|
|
|
|
|
|
Products
|
$ 419.7
|
|
$ (30.9)
|
|
$ —
|
|
$ 388.8
|
|
33.8 %
|
|
Services & spares
|
66.0
|
|
(6.2)
|
|
—
|
|
59.8
|
|
15.9 %
|
|
$ 485.7
|
|
$ (37.1)
|
|
$ —
|
|
$ 448.6
|
|
29.4 %
|
|
Europe, Middle East & Africa:
|
|
|
|
|
|
|
|
|
|
|
Products
|
$ 12.0
|
|
$ (38.9)
|
|
$ (22.9)
|
|
$ (49.8)
|
|
(4.8) %
|
|
Services & spares
|
15.0
|
|
(8.8)
|
|
(0.7)
|
|
5.5
|
|
2.0 %
|
|
$ 27.0
|
|
$ (47.7)
|
|
$ (23.6)
|
|
$ (44.3)
|
|
(3.3) %
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
Products
|
$ 2,393.8
|
|
$ (81.2)
|
|
$ (113.6)
|
|
$ 2,199.0
|
|
37.3 %
|
|
Services & spares
|
492.9
|
|
(20.6)
|
|
(269.4)
|
|
202.9
|
|
14.0 %
|
|
$ 2,886.7
|
|
$ (101.8)
|
|
$ (383.0)
|
|
$ 2,401.9
|
|
32.7 %
|
|
(1)
|
The change in acquisition includes all
acquisitions sales for the nine months ended September 30, 2026.
|
|
(2)
|
Organic growth percentage change is calculated
as organic growth divided by net sales for the nine months ended September 30,
2025.
|
Segment operating profit (loss)
|
Operating profit (loss)
|
Three months ended
September 30, 2026
|
|
Three months ended
September 30, 2025
|
|
Nine months ended
September 30, 2026
|
|
Nine months ended
September 30, 2025
|
|
Americas
|
$ 877.3
|
|
$ 501.8
|
|
$ 1,938.9
|
|
$ 1,146.1
|
|
Asia Pacific
|
132.4
|
|
68.5
|
|
295.4
|
|
173.4
|
|
Europe, Middle East & Africa
|
152.3
|
|
83.5
|
|
330.0
|
|
266.4
|
|
Total reportable segments
|
1,162.0
|
|
653.8
|
|
2,564.3
|
|
1,585.9
|
|
Foreign currency gain (loss)
|
(7.1)
|
|
(0.9)
|
|
(9.4)
|
|
(5.8)
|
|
Corporate
|
(105.8)
|
|
(88.0)
|
|
(276.5)
|
|
(189.2)
|
|
Total corporate and other
|
(112.9)
|
|
(88.9)
|
|
(285.9)
|
|
(195.0)
|
|
Amortization of intangibles
|
(65.3)
|
|
(48.2)
|
|
(216.6)
|
|
(141.1)
|
|
Operating profit (loss)
|
$ 983.8
|
|
$ 516.7
|
|
$ 2,061.8
|
|
$ 1,249.8
|
Reconciliation of net cash provided by (used for) operating activities to adjusted free cash flow
|
Three months ended
September 30, 2026
|
|
Three months ended
September 30, 2025
|
|
Nine months ended
September 30, 2026
|
|
Nine months ended
September 30, 2025
|
|
Net cash provided by (used for) operating
activities
|
$ 794.0
|
|
$ 482.7
|
|
$ 2,660.6
|
|
$ 1,108.9
|
|
Capital expenditures
|
(139.1)
|
|
(45.2)
|
|
(425.0)
|
|
(126.7)
|
|
Investments in capitalized software
|
(2.7)
|
|
(1.5)
|
|
(5.3)
|
|
(4.7)
|
|
Adjusted free cash flow
|
$ 652.2
|
|
$ 436.0
|
|
$ 2,230.3
|
|
$ 977.5
|
Reconciliation from operating profit (loss) to adjusted operating profit (loss)
|
Three months ended
September 30, 2026
|
|
Three months ended
September 30, 2025
|
|
Nine months ended
September 30, 2026
|
|
Nine months ended
September 30, 2025
|
|
Operating profit (loss)
|
$ 983.8
|
|
$ 516.7
|
|
$ 2,061.8
|
|
$ 1,249.8
|
|
Amortization of intangibles
|
65.3
|
|
48.2
|
|
216.6
|
|
141.1
|
|
Contingent consideration
|
34.1
|
|
—
|
|
96.1
|
|
—
|
|
Restructuring costs - global programs
|
—
|
|
30.7
|
|
(3.9)
|
|
30.7
|
|
Mergers and acquisition costs
|
3.7
|
|
—
|
|
6.9
|
|
—
|
|
Adjusted operating profit (loss)
|
$ 1,086.9
|
|
$ 595.6
|
|
$ 2,377.5
|
|
$ 1,421.6
|
Reconciliation from operating margin to adjusted operating margin
|
Three months ended
September 30, 2026
|
|
Three months ended
September 30, 2025
|
|
Δ
|
|
Nine months ended
September 30, 2026
|
|
Nine months ended
September 30, 2025
|
|
Δ
|
|
Vertiv net sales
|
$ 4,312.8
|
|
$ 2,675.8
|
|
$ 1,637.0
|
|
$ 10,236.6
|
|
$ 7,349.9
|
|
$ 2,886.7
|
|
Vertiv operating profit (loss)
|
983.8
|
|
516.7
|
|
467.1
|
|
2,061.8
|
|
1,249.8
|
|
812.0
|
|
Vertiv operating margin
|
22.8 %
|
|
19.3 %
|
|
3.5 %
|
|
20.1 %
|
|
17.0 %
|
|
3.1 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangibles
|
$
65.3
|
|
$
48.2
|
|
$ 17.1
|
|
$
216.6
|
|
$
141.1
|
|
$ 75.5
|
|
Contingent consideration
|
34.1
|
|
—
|
|
34.1
|
|
96.1
|
|
—
|
|
96.1
|
|
Restructuring costs - global programs
|
—
|
|
30.7
|
|
(30.7)
|
|
(3.9)
|
|
30.7
|
|
(34.6)
|
|
Mergers and acquisition costs
|
3.7
|
|
—
|
|
3.7
|
|
6.9
|
|
—
|
|
6.9
|
|
Vertiv adjusted operating profit (loss)
|
1,086.9
|
|
595.6
|
|
491.3
|
|
2,377.5
|
|
1,421.6
|
|
955.9
|
|
Vertiv adjusted operating margin
|
25.2 %
|
|
22.3 %
|
|
2.9 %
|
|
23.2 %
|
|
19.3 %
|
|
3.9 %
|
Reconciliation of Diluted EPS to Adjusted Diluted EPS
|
Three months ended September 30,
2026
|
|
Operating profit
(loss)
|
|
Interest expense
(income), net
|
|
Other
non-
operating expense
(income)
|
|
Income tax
expense (benefit)
|
|
Net income
(loss)
|
|
Diluted
EPS(1)
|
|
GAAP
|
$ 983.8
|
|
$ 6.4
|
|
$ (17.4)
|
|
$ 230.3
|
|
$ 764.5
|
|
$ 1.95
|
|
Amortization of intangibles
|
65.3
|
|
—
|
|
—
|
|
—
|
|
65.3
|
|
0.16
|
|
Contingent consideration(2)
|
34.1
|
|
—
|
|
—
|
|
—
|
|
34.1
|
|
0.09
|
|
Mergers and acquisition costs
|
3.7
|
|
—
|
|
—
|
|
—
|
|
3.7
|
|
0.01
|
|
Non-GAAP adjusted
|
$ 1,086.9
|
|
$ 6.4
|
|
$ (17.4)
|
|
$ 230.3
|
|
$ 867.6
|
|
$ 2.21
|
|
Diluted shares (in millions)
|
|
|
|
|
|
|
|
|
|
392.7
|
|
(1)
|
Diluted EPS and adjusted diluted EPS is
calculated using 392.7 million shares (includes 385.0 million basic shares and 7.7
million potential dilutive equity awards).
|
|
(2)
|
Contingent consideration associated with
acquisitions.
|
|
Three months ended September 30,
2025
|
|
Operating profit
(loss)
|
|
Interest expense
(income), net
|
|
Loss on
extinguishment
of
debt
|
|
Income tax
expense (benefit)
|
|
Net income
(loss)
|
|
Diluted
EPS(1)
|
|
GAAP
|
$ 516.7
|
|
$ 22.8
|
|
$ 1.7
|
|
$ 93.7
|
|
$ 398.5
|
|
$ 1.02
|
|
Amortization of intangibles
|
48.2
|
|
—
|
|
—
|
|
—
|
|
48.2
|
|
0.12
|
|
Restructuring costs
|
30.7
|
|
—
|
|
—
|
|
—
|
|
30.7
|
|
0.08
|
|
Term loan due 2032 amendment
expense(2)
|
—
|
|
(6.2)
|
|
(1.7)
|
|
—
|
|
7.9
|
|
0.02
|
|
Non-GAAP adjusted
|
$ 595.6
|
|
$ 16.6
|
|
$ —
|
|
$ 93.7
|
|
$ 485.3
|
|
$ 1.24
|
|
Diluted shares (in millions)
|
|
|
|
|
|
|
|
|
|
390.9
|
|
(1)
|
Diluted EPS and adjusted diluted EPS is
calculated using 390.9 million shares (includes 382.0 million basic shares and 8.9
million potential dilutive equity awards).
|
|
(2)
|
Costs associated with the August 12, 2025
amendment of the Term Loan due 2032.
|
|
Nine months ended September 30,
2026
|
|
Operating profit
(loss)
|
|
Interest expense
(income), net
|
|
Loss on
extinguishment
of
debt
|
|
Other non-
operating
expense (income)
|
|
Income tax
expense (benefit)
|
|
Net income
(loss)
|
|
Diluted
EPS(1)
|
|
GAAP
|
$ 2,061.8
|
|
$ 19.4
|
|
$ 6.2
|
|
$ (16.9)
|
|
$ 400.7
|
|
$ 1,652.4
|
|
$ 4.21
|
|
Amortization of intangibles
|
216.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
216.6
|
|
0.56
|
|
Contingent consideration(2)
|
96.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
96.1
|
|
0.24
|
|
Term loan credit agreement
repayment(3)
|
—
|
|
22.9
|
|
(6.2)
|
|
—
|
|
25.6
|
|
(42.3)
|
|
(0.11)
|
|
Restructuring costs - global programs
|
(3.9)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3.9)
|
|
(0.01)
|
|
Mergers and acquisition costs
|
6.9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6.9
|
|
0.02
|
|
Non-GAAP adjusted
|
$ 2,377.5
|
|
$ 42.3
|
|
$ —
|
|
$ (16.9)
|
|
$ 426.3
|
|
$ 1,925.8
|
|
$ 4.91
|
|
Diluted shares (in millions)
|
|
|
|
|
|
|
|
|
|
|
|
392.6
|
|
(1)
|
Diluted EPS and adjusted diluted EPS is
calculated using 392.6 million shares (includes 384.2 million basic shares and 8.4
million potential dilutive equity awards).
|
|
(2)
|
Contingent consideration associated with
acquisitions.
|
|
(3)
|
Costs associated with the March 3, 2026
repayment of the Term loan credit agreement, the gain recognized in "Interest
expense (income), net" and the related tax impact associated with the interest rate
swaps being settled.
|
|
Nine months ended September 30,
2025
|
|
Operating profit
(loss)
|
|
Interest expense
(income), net
|
|
Loss on
extinguishment
of
debt
|
|
Income tax
expense (benefit)
|
|
Net income
(loss)
|
|
Diluted
EPS(1)
|
|
GAAP
|
$ 1,249.8
|
|
$ 69.4
|
|
$ 1.7
|
|
$ 291.5
|
|
$ 887.2
|
|
$ 2.27
|
|
Amortization of intangibles
|
141.1
|
|
—
|
|
—
|
|
—
|
|
141.1
|
|
0.36
|
|
Restructuring costs
|
30.7
|
|
—
|
|
—
|
|
—
|
|
30.7
|
|
0.08
|
|
Non-recurring tax adjustment,
net(2)
|
—
|
|
—
|
|
—
|
|
(39.5)
|
|
39.5
|
|
0.10
|
|
Term loan due 2032 amendment
expense(3)
|
—
|
|
(6.2)
|
|
(1.7)
|
|
—
|
|
7.9
|
|
0.02
|
|
Non-GAAP adjusted
|
$ 1,421.6
|
|
$ 63.2
|
|
$ —
|
|
$ 252.0
|
|
$ 1,106.4
|
|
$ 2.83
|
|
Diluted shares (in millions)
|
|
|
|
|
|
|
|
|
|
390.3
|
|
(1)
|
Diluted EPS and adjusted diluted EPS is
calculated using 390.3 million shares (includes 381.5 million basic shares and 8.8
million potential dilutive equity awards).
|
|
(2)
|
Nonrecurring tax adjustment of $39.5 million due
to recently issued guidance which changes our assessment of our realizability of
certain deferred tax assets.
|
|
(3)
|
Costs associated with the August 12, 2025
amendment of the Term Loan due 2032.
|
|
Vertiv Holdings Co
2026 Adjusted Guidance
Reconciliation of Diluted EPS to Adjusted
Diluted EPS(1)
|
|
|
|
|
Fourth Quarter 2026
|
|
|
|
|
|
|
|
|
|
|
Operating profit
(loss)
|
|
Interest expense
(income), net
|
|
Income tax
expense (benefit)
|
|
Net income
(loss)
|
|
Diluted
EPS(2)
|
|
|
GAAP
|
$ 1,073.6
|
|
$ 14.8
|
|
$ 240.8
|
|
$ 818.0
|
|
$ 2.08
|
|
|
Amortization of intangibles
|
63.9
|
|
—
|
|
—
|
|
63.9
|
|
0.17
|
|
|
Non-GAAP adjusted
|
$ 1,137.5
|
|
$ 14.8
|
|
$ 240.8
|
|
$ 881.9
|
|
$ 2.25
|
|
|
Diluted shares (in millions)
|
|
|
|
|
|
|
|
|
392.6
|
|
|
Full Year 2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
(loss)
|
|
Interest expense
(income), net
|
|
Loss on
extinguishment
of
debt
|
|
Other non-
operating
expense (income)
|
|
Income tax
expense (benefit)
|
|
Net income
(loss)
|
|
Diluted
EPS(3)
|
|
|
GAAP
|
$ 3,135.4
|
|
$ 34.2
|
|
$ 6.2
|
|
$ (16.9)
|
|
$ 641.5
|
|
$ 2,470.4
|
|
$ 6.29
|
|
|
Amortization of intangibles
|
280.5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
280.5
|
|
0.72
|
|
|
Contingent consideration(4)
|
96.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
96.1
|
|
0.24
|
|
|
Term loan credit agreement
repayment(5)
|
—
|
|
22.9
|
|
(6.2)
|
|
—
|
|
25.6
|
|
(42.3)
|
|
(0.11)
|
|
|
Restructuring costs - global programs
|
(3.9)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3.9)
|
|
(0.01)
|
|
|
Mergers and acquisition costs
|
6.9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6.9
|
|
0.02
|
|
|
Non-GAAP adjusted
|
$ 3,515.0
|
|
$ 57.1
|
|
$ —
|
|
$ (16.9)
|
|
$ 667.1
|
|
$ 2,807.7
|
|
$ 7.15
|
|
|
Diluted shares (in millions)
|
|
|
|
|
|
|
|
|
|
|
|
392.6
|
|
|
(1)
|
Information reconciling certain forward-looking
GAAP measures to non-GAAP measures related to FY 2026 guidance, including organic
net sales growth, adjusted operating margin and adjusted free cash flow, is not
available without unreasonable effort due to high variability, complexity and
uncertainty with respect to forecasting and quantifying certain amounts that are
necessary for such reconciliations. For the same reasons, we are unable to compute
the probable significance of the unavailable information, which could have a
potentially unpredictable, and potentially significant, impact on our future GAAP
financial results.
|
|
(2)
|
Diluted EPS and adjusted diluted EPS based on
392.6 million shares (includes 385.1 million basic shares and 7.5 million potential
dilutive equity awards).
|
|
(3)
|
Diluted EPS and adjusted diluted EPS based on
392.6 million shares (includes 384.4 million basic shares and 8.2 million potential
dilutive equity awards).
|
|
(4)
|
Contingent consideration associated with
acquisitions.
|
|
(5)
|
Costs associated with the March 3, 2026
repayment of the Term loan credit agreement, the gain recognized in "Interest
expense (income), net" and the related tax impact associated with the interest rate
swaps being settled.
|
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SOURCE Vertiv Holdings Co