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Electronics & Electrical Equipment: Business combinations (ASC 805)

Note: ASC 805 acquisition disclosures, including purchase price allocation.
Vertiv Holdings Co (VRT) · Form 10-K for period ended 2025-12-31 · filed 2026-02-13 · Section: Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

We allocate the purchase price of acquired companies to tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date. The amount of purchase price which is in excess of the fair values of assets acquired and liabilities assumed is recognized as goodwill. The purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets. Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience, market conditions and information obtained from management of the acquired companies, and are inherently uncertain.

The following are critical estimates in valuing intangible assets we have acquired or may acquire in the future and include but are not limited to:

• forecasted earnings before interest, taxes, depreciation, and amortization;

• forecasted net sales;

• customer attrition rates;

• royalty rates; and

• discount rates.

Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results. Different assumptions may result in materially different values for assets acquired and liabilities assumed, which may impact our financial position and future results of operations.

Goodwill

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.

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