#1VERTIVM Investor Presentation December 2019 VERTIV Avocent AV108 VERTIV 00888#2Disclaimer VERTIV INVESTOR ROADSHOW This investor presentation (the "presentation") is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of GS Acquisition Holdings Corp ("GSAH") or Vertiv Holdings, LLC ("Vertiv") or any of their respective affiliates. The presentation has been prepared to assist parties in making their own evaluation with respect to the proposed transactions (the "Business Combination") contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), by and among the GSAH, Crew Merger Sub I LLC, Crew Merger Sub II LLC, Vertiv and VPE Holdings, LLC and for no other purpose. It is not intended to form the basis of any investment decision or any other decisions with respect of the Business Combination. No Representation or Warranty No representation or warranty, express or implied, is or will be given by GSAH or Vertiv or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of the Business Combination, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. This presentation does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to GSAH, and does not constitute investment, tax or legal advice. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. GSAH and Vertiv disclaim any duty to update the information contained in this presentation. Any and all trademarks and trade names referred to in this presentation are the property of their respective owners. Forward-looking statements This presentation contains "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the PIPE Investment, the level of redemption by GSAH's public stockholders and purchase price adjustments in connection with the Business Combination, the timing of the completion of the Business Combination, the anticipated pro forma enterprise value and Adjusted EBITDA of the combined company following the Business Combination, anticipated ownership percentages of the combined company's stockholders following the potential transaction, and the business strategy, plans and objectives of management for future operations, including as they relate to the potential Business Combination. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this presentation, words such as "pro forma," "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 GSAH discusses its strategies or plans, including as they relate to the Business Combination, it is making projections, forecasts and forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, GSAH's management. These forward-looking statements involve significant risk and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside GSAH's and Vertiv's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) GSAH's ability to complete the Business Combination or, if GSAH does not complete the Business Combination, any other initial business combination; (2) satisfaction or waiver (if applicable) of the conditions to the Business Combination, including with respect to the approval of the stockholders of GSAH; (3) the ability to maintain the listing of the combined company's securities on the New York Stock Exchange; (4) the inability to complete the PIPE Investment; (5) the risk that the Business Combination disrupts current plans and operations of GSAH or Vertiv as a result of the announcement and consummation of the transaction described herein; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the Business Combination; (9) the possibility that Vertiv and GSAH may be adversely affected by other economic, business, and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against GSAH, Vertiv or any of their respective directors or officers following the announcement of the Business Combination; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties indicated from time to time in the preliminary proxy statement of GSAH related to the Business Combination, including those under "Risk Factors" therein, and other documents filed or to be filed with the Securities and Exchange Commission ("SEC") by GSAH. You are cautioned not to place undue reliance upon any forward-looking statements. Forward-looking statements included in this presentation speak only as of the date of this presentation. Neither GSAH nor Vertiv undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date hereof. Additional risks and uncertainties are identified and discussed in GSAH's reports filed with the SEC No Offer or Solicitation This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. 1#3Disclaimer (Cont'd) Use of Projections VERTIV This presentation contains financial forecasts. Neither GSAH's nor Vertiv's independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of GSAH's or Vertiv's control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of GSAH, Vertiv or the combined company after the Business Combination or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data In this presentation, we rely on and refer to information and statistics regarding market participants in the sectors in which Vertiv competes and other industry data. We obtained this information and statistics from third-party sources, including reports by market research firms and company filings. Being in receipt of the presentation you agree you may be restricted from dealing in (or encouraging others to deal in) price sensitive securities. Non-GAAP Financial Matters This presentation includes certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow and Free Cash Flow Conversion, Adjusted Revenue, and Adjusted Operating Income that are not prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and that may be different from non-GAAP financial measures used by other companies. GSAH and Vertiv believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. See the footnotes on the slides where these measures are discussed and "Additional Financial Information" beginning on slide 38 of the Appendix for a description of these non-GAAP financial measures and reconciliations of such non-GAAP financial measures to the most comparable GAAP amounts. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Other Transactions In the second half of 2018, Goldman Sachs and JPMorgan were retained by Vertiv to advise in connection with potential strategic alternatives including an initial public offering or sale. Vertiv ultimately decided to defer consideration of strategic alternatives to a later date. Additional Information GSAH intends to file with the SEC a preliminary proxy statement in connection with the Business Combination and will mail a definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement will contain important information about the Business Combination and the other matters to be voted upon at a meeting of stockholders to be held to approve the Business Combination and other matters (the "Special Meeting") and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. GSAH stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with GSAH's solicitation of proxies for the Special Meeting because the proxy statement will contain important information about the Business Combination. When available, the definitive proxy statement will be mailed to GSAH stockholders as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the Special Meeting. GSAH stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to [email protected] Participants in the Solicitation GSAH and its directors and officers may be deemed participants in the solicitation of proxies of GSAH stockholders in connection with the Business Combination. GSAH stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of GSAH in GSAH's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 13, 2019. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to GSAH stockholders in connection with the Business Combination and other matters to be voted upon at the Special Meeting will be set forth in the proxy statement for the Business Combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination will be included in the proxy statement that the GSAH intends to file with the SEC. 2#4Today's Presenters VERTIV David Cote Chief Executive Officer of GS Acquisition Holdings Corp • Will become Executive Chairman of Vertiv Renowned diversified industrial executive 40+ years of operating experience across a wide range of industrial sectors Chairman and/or CEO of Honeywell from 2002-2018 with almost 800% total shareholder return since taking over as CEO Former Chairman, CEO, and COO of TRW, a global automotive, aerospace and information systems company 25+ year career at GE which culminated in a 3 year tenure as CEO of GE Appliances, beginning in 1996 Numerous senior government advisory positions Rob Johnson Chief Executive Officer of Vertiv Joined Vertiv in December 2016 as CEO Previously served as CEO of American Power Conversion (APC) and managed the company's sale to Schneider Electric for $6.1bn in 2007 Most recently was an Operating Partner at venture capital firm Kleiner Perkins Caufield & Byers (KPCB) Worked in executive positions at A123 Systems, a leading battery technology company, and Consolidated Container Corporation Received an honorary Ph.D. in Engineering Management from Missouri University of Science and Technology, holds a B.S. in Engineering Management from Missouri University of Science and Technology and has served on the Boards of several companies David Fallon Chief Financial Officer of Vertiv Appointed CFO at Vertiv in July 2017 Previously served as CFO and Vice President Finance at CLARCOR Inc. (acquired by Parker Hannifin in 2017) Prior to that served as CFO and Vice President Finance at Noble International Prior to joining Noble, served as Treasury Manager at Textron Automotive Holds an MBA from Wharton School of Business and a B.S. in Business Administration with a dual major in Finance and Accounting from the University of Dayton Gary Niederpruem Chief Strategy / Development Officer Joined Emerson in 1996 and transitioned with Vertiv during the sale of Emerson Network Power to Platinum Equity and named Chief Strategy and Development Officer Assumed oversight for the Strategy function serving as Executive Vice President Marketing and Strategy for Emerson Network Power in mid-2016 Named Vice President Global Marketing for Emerson Network Power in 2014 and became General Manager of the Integrated Modular Solutions business and Vice President within Energy Systems in 2011 Holds a Master's degree in Business from the University of Notre Dame and a Bachelor's degree in Marketing and Logistics from John Carroll University 3#5Vertiv Will be Supported by Best-In-Class Sponsorship Investments Align Interests SHAREHOLDERS WELL ALIGNED TO DELIVER SUCECSS VERTIV VERTIVM + Management Investing ✓ Great position in a good industry Solid Organic growth Inorganic growth - lots of possibilities Significant margin expansion ✓ Good cash flow Culture already begun - We believe this is a well- structured transaction...good balance sheet...priced right . • DAVID COTE $20mm PIPE Investment Renowned diversified industrial executive with a proven track record of delivering shareholder value consistently over time Honeywell's market cap increased by $92bn to $112bn or 5.7x2 under his stewardship • Total shareholder return of 797% 1,2 HON TOTAL SHAREHOLDER RETURN DURING COTE'S TENURE 797 % 321 % (32)% (3)% Pre Cote (5 Years) 1 ■ HON Since Jan-20032 ■ S&P500 + GOLDMAN SACHS + $100mm PIPE Investment Operating capabilities of David Cote complemented by investing, advisory, and sourcing capabilities of Goldman Sachs Dedicated investment team with significant experience investing in public and private markets Premier investment bank with a diversified franchise and excellent reputation across businesses and geographies Note: Goldman Sachs intends to syndicate up to its full portion of the PIPE to certain of its employees and associates of David Cote and as a result could end up with no investment in the PIPE³ PLATINUM EQUITY $1.3bn of Equity Rollover4 Leading global private equity firm Platinum's private equity business has more than $23bn AUM Platinum has invested in 250+ portfolio companies since inception with significant experience in the Industrial & Technology sectors SELECT PRIOR INVESTMENTS MULTICOLOR GLOBAL LABEL SOLUTIONS Kymera PAE INTERNATIONAL HUSKY (United INTERIOR SITE SERVICES LOGIC GROUP CompuCom POMEROY RElectro Rent YAK ACCESS Note: Illustrative mid-term perspective for the period from 01-Jan-1998 to 31-Dec-2002. 2 For the period from 01-Jan-2003 to 18-Apr-2018. 2003 was the first full year David Cote was CEO of Honeywell. David Cote served as CEO until Mar-2017 and remained non-Executive Chairman of Honeywell until Apr-2018. 3 Maximum syndication to associates of David Cote will be limited to $20mm. 4 Inclusive of other Vertiv shareholders. 4#6Why We Believe Vertiv is a Good Investment VERTIV WELL POSITIONED Great position in a good industry • Vertiv is where Honeywell was after David Cote's first 2-3 years ⚫ Great start, lots of upside Leading franchises, full service / end-to-end offerings and high recurring mix • Positioned well by transformation to date • Focused on "customer first" growth and process Right team in place • Investments in market knowledge, right- sizing, and ERP Delivering on commitments Healthy pro-forma balance sheet UPSIDE POTENTIAL Significant potential upside in growth and margins Solid organic growth outlook Targeting 1.5x¹ market growth • Increase R&D and sales coverage • Globalization • Attractive acquisition landscape • Successful track record Significant pipeline Supportive balance sheet and cash flow Significant potential for margin expansion Peers, on average, have >500 bps higher margin than Vertiv Multiple self-help levers: • G&A leverage • Service growth Pricing/portfolio A lot better than it was... and lots of upside Same position Honeywell was in after first 2-3 years COMPELLING RISK REWARD Multiple potential levers to create value ⚫ Well-structured transaction Healthy pro-forma balance sheet • Attractive discount vs. peers • Strong performance in a slowdown ⚫ Robust Data drivers / End-market growth ⚫ Less cyclical than typical industrial Significant self-help opportunities • Potential margin upside vs. peers; David's playbook Strong free cash flow conversion . Deleveraging to boost FCF conversion ⚫ Further improvement from potential debt re- pricing and tax reorganization Deep acquisition pipeline Leading global player Source: Management estimates Note: Represents estimated market growth rate between 2019-2021. 5#7Transaction Overview VERTIV SUMMARY OF PROPOSED TERMS OF TRANSACTION AND TIMING Transaction Structure Valuation GS Acquisition Holdings Corp ("GSAH") proposes to enter into a business combination with Vertiv Holdings, LLC through a reverse subsidiary merger Following the merger, GSAH will be renamed Vertiv Holdings Co Expected to close after the receipt of shareholder approval and customary regulatory approvals (currently estimated to occur in the first quarter of 2020) Transaction valued at a pro-forma enterprise value of approximately $5.3 billion (8.9x 2020E Adj. EBITDA of $595 million)1 Capital Structure Change to Shareholder Ownership Transaction expected to be funded through a combination of $705 million cash held in trust and $1.2 billion of PIPE proceeds Pro-forma net leverage of ~3.6x based on 2019E Adj. EBITDA² Expect to initiate annual dividend of $0.01 / share In the transaction, existing Vertiv shareholders are expected to roll -75% of existing equity stake and will hold ~38% of the combined business at closing Public equity holders of GSAH are expected to own ~20% of the combined business at closing PIPE Investors are expected to own ~37% of the combined business at closing³ Sponsors are expected to own ~5% of the combined business at closing Sponsor shares will be subject to a 1 year equity lock-up, terminated only under certain conditions4 Note: Assumes no redemptions by public shareholders in connection with the transaction. Assuming max redemptions as per agreed terms would result in -4.25x pro-form a leverage based on 2019E adjusted EBITDA. 1 Reflects enterprise value at listing at valuation of $10.00 / share. Additional cash consideration to be paid to Vertiv over time pursuant to the TRA. 2 See "Non-GAAP Financial Measures" and "Additional Financial Information" beginning on slide 38 of the Appendix. 3 Includes the GSAH Founder Related PIPE Investors as described on Slide 4 4 On the earlier of one year after the completion of initial business combination and subsequent to initial business combination, if the last reported sale price of Class A common stock equals or exceeds $12.00 / share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or the date following the completion of our initial business combination on which GSAH completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of its public shareholders having the right to exchange their shares of Class A common stock for cash, securities or other property, and in the case of the private placement warrants and the respective shares of Class A common stock underlying such warrants, 30 days after the completion of its initial business combination. 6#8Company Overview#9Vertiv at a Glance Pure-Play Full Service Provider of Digital Critical Infrastructure Solutions VERTIV SALES $4.3 B EMPLOYEES -19,700 Services 30% PORTFOLIO CUSTOMERS 25+ year relationships; Top 50 customers represent ~35% of revenue Power Mgmt. 30% EMEA 20% IT & Edge Infra. & Sol. 13% IT Thermal Mgmt. Asia Pacific 30% Management 20% 7% Broad range of power, thermal and infrastructure management and service offerings Source: Company information Note: Based on 2018 sales, market breakdown rounded to nearest 5%, and employee count as of 30-Sept-2019 MANUFACTURING SITES SERVICE CENTERS 270+ globally 19 SEGMENT MARKET REACH 130+ countries Commercial and Americas 50% Industrial 10% Communications 20% O Data Centers 70% Global, well-established footprint and supply-chain network Vital applications in data centers, communications and commercial & industrial end markets 8#10Vertiv Offerings in the Data Center Comprehensive Product Portfolio Thermal Management: Condensers Power Management: UPS Systems Thermal Management Power Management: Power Distribution IT & Edge Infrastructure: Racks & Access Control Hardware A Thermal Management: Air Handlers & Chillers Project Services Integrated Solutions Services: Monitoring Control & Management VERTIV IT Management Power Management Racks & Integrated Solutions Services Software & Controls Thermal Management 4 9.#11Well Positioned: #1 in Most End-Markets Served Focus is a Competitive Advantage POWER MANAGEMENT THERMAL MANAGEMENT VERTIV 16% VERTIV 32% Other 69% Schneider 8% Other 48% Eaton 7% VERTIV IT AND EDGE INFRASTRUCTURE AND SOLUTIONS (& IT MANAGEMENT) VERTIV 11% SERVICES & SOFTWARE SOLUTIONS VERTIV 12% Schneider 5% Stulz 16% Other 51% Schneider 24% Legrand Eaton 7% 7% Other 72% Schneider 11% Eaton 5% Market size: ~$8B ⚫ #1 in large UPS ⚫ A leading portfolio of AC and DC power solutions Full suite of energy storage and alternative energy products Longstanding trusted brands Market size: ~$3B Robust line of energy efficient and reliable solutions Ability to address wide range of customer needs - rack to room Market size: ~$7B Ability to provide cutting-edge, integrated modular solutions Experience in providing edge solutions to telecom customers . Strategically positioned to win in growing air handler market • Opportunity to capture share within the channel business Highly efficient evaporative technology . Market size: ~$11B A leading global provider of full lifecycle solutions Strong installed base with a high renewal rate ⚫ Robust capture rate Growing performance-based and value-added services Leading provider of innovative power, thermal and IT infrastructure solutions and services for digital critical infrastructure Source: Management estimates Note: Market share data as of 31-Dec-2018 (may not tie to sales figures due to segmentation differences with reporting structure). 10#12Strategic Initiatives Positioned Vertiv for Growth Transformation Efforts Yielding Results Former Ownership (Prior 2016) 1 Market Focus Enterprise customer 2 Organizational Design Independent BUS for major brands VERTIV Management Actions Key account executives hired Established strategic account program Targeted IT channel Today Strategic account management Key account (cloud and colocation) growth ⚫ Broader available market Shifted to matrix organization Top-graded leadership & personnel in key areas Streamlined decision making ⚫ Global product management and engineering 3 Technology Platform Legacy sales process IT investments of ~$200mm • Overlapping CRM systems 4 M&A Strategy ⚫ Focus on large acquisitions and limited integration Source: Management Unified software for enterprise-wide use ⚫On path for global PLM, HCM, CRM and ERP Targeted bolt-ons to build capabilities Built-out M&A focus areas and pipeline • Divested non-core businesses and apply resources towards innovation Energy Labs Inc GEIST [MEMS] ⚫ Divestiture to focus on core businesses ASCO Power 11#13Multiple Levers of Value Creation WELL POSITIONED Great position in a good industry || UPSIDE POTENTIAL Significant upside in growth and margins 1 Strong underlying growth trends within key markets 3 Recurring service and product sales with a 7 growing installed base 4 Entrenched, long-standing relationships with a 8 diverse customer base 2 A leading provider of innovative power, thermal and IT infrastructure solutions and services VERTIV COMPELLING RISK REWARD Multiple levers to create value Above market growth and margin expansion forecasted Attractive valuation discount compared to peers LO 5 Investments in organic and inorganic activities and capital deployment upside 9 Appropriate capital structure CO 6 Experienced management team with a strong track record of execution Growth strategies enabled by strong underlying business fundamentals 12#141 Data Boom: Key Driver of End-Market Growth Increased Digitization, Multiple Device Connection Adoption, and loT VERTIV ESTIMATED DATA CENTER IP TRAFFIC LO W APPLICATIONS Video Streaming SECULAR TRENDS DATA EXPLOSION 90% 175 ZB Created within last Expected to be created by two years 2025, up from 33 ZB in 2018 Social Networking Consumer Apps MOBILITY SOCIAL 6 Billion Expected mobile subscribers by 2020, up from 5 billion in 2018 ERP & Business Apps POWER CONSUMPTION 4 198 TWh Demanded by data centers in 2018 with traffic expected to increase 80% and workloads expected to increase 50% from 2018-2021 INTERNET OF THINGS 11.6 ZB GROWTH CAGR: 21% 20.6 ZB loT Database / Analytics Collaboration Computing 75 Billion Devices expected to be in use by 2025, up from 23 billion in 2018 SOPHISTICATION Differentiated Experience "Engage me everywhere" "Meet my expectations" "Know me" "Wow me" "Understand and reward me" 2018 2021 (Estimated) Annual global data center IP traffic is projected to reach 20.6 Zettabytes (ZB) by the end of 2021 Source: Cisco Global Cloud Index, IEA Org, Forbes Media, Statista, IHS Markit and GSM Association 13#151 Served Markets are Large and Growing Secular Trends are Supportive MARKET SIZE & TRENDS Market Size ($bn, 2018) Growth Rate¹ % Vertiv Sales2 Segment Trends VERTIV Data Center Segments Cloud Hyperscale / Colocation ~$ 6.5 8 - 12% Cloud/hyperscale benefiting from hybrid model and data boom Shift to modular/scalable build outs and standardization increasing Enterprise ~13.5 0-2% • Edge deployments ramping up Data Center Subtotal ~$ 20.0 3-5% 70% Communications ~7.0 1 -3% 20% Expansion of connectivity and modest growth planned with 5G deployments Commercial & Industrial ~2.5 2-4% 10% Positive economic environment and safety, security and regulatory needs driving increase Total ~$ 29.5 3-4% 100% Source: Management estimates and Company information Note: Represents estimated market growth rate between 2019-2021. 2 Based on 2018 data. VERTIV. Targeting -1.5x1 market growth Market growth benefiting from positive secular trends 14#162 Leading Global Player Focus is a Competitive Advantage Comprehensive portfolio offering with strong product capabilities that serve each submarket. Competitors have consistently earned margins that are ~500bps higher than Vertiv. This transaction positions Vertiv to enhance margins over time. Data Centers Communications Commercial & Industrial VERTIVM EATON ✓✓ legrand HUBBELL VERTIV Schneider Electric Power, Thermal, Service ✓✓ Revenue growth 3.3% (0.9)% 3.1% 2.9% 1.1% ('18A-'20E CAGR)1 Adj. EBITDA growth¹ 8.8% 1.9% 2.4% 3.9% 1.7% ('18A-'20E CAGR) Adj. EBITDA margin¹ ('20E) 13.0% 19.0% 22.7% 17.1% 17.9% Vertiv has developed a focused portfolio of product and service solutions targeted towards key, high growth end markets Source: Management estimates, company filings, Bloomberg and IBES median estimates as of 6-Dec-2019 Note: See "Non-GAAP Financial Measures" and "Additional Financial Information" beginning on slide 38 of the Appendix. 15#173 Highly Recurring and Visible Revenues Growing Installed Base Flow & Recurring Based Revenue ~60% REPLACEMENT & EXPANSION . IT & Edge Infrastructure and smaller scale power and thermal replacement and capacity expansion orders $1.6 $1.4 Total sales: $4.3B MAINTENANCE $0.3 . Ongoing maintenance to ensure business critical infrastructure continues to operate efficiently, safely and reliably $1.0 Source: Management, Based on 2018 sales Project Based Revenue LARGE SCALE DEPLOYMENT Initial large power, thermal and solutions build-out projects STARTUP & PERFORMANCE SERVICES • Services to ensure correct installation • Assurance testing to identify and correct problems Recurring revenue through replacement cycles and ongoing maintenance increases stability VERTIV ~40% 16#184. Entrenched, Long-Standing Customer Relationships Average Tenure and Breadth of Relationships Evidence Vertiv's Leading Position OVERVIEW Highly diversified customer base with the top 50 customers representing -35% of total sales in 2018 • Customers span a wide array of industries and verticals Winning in the colocation and hyperscale markets with key players Deep relationships with key customers spanning multiple decades Data Center VERTIV LONG STANDING RELATIONSHIPS WITH OUR CUSTOMERS EQUINIX IBM amazon INGRAM DTech Data Walmart Google E2 NYSE Alibaba.com eƆ edgeconnex DIGITAL REALTY DOLL 腾讯 Tencent Average tenure: -15 years Rest 65% Customer breakdown Top 10 O 2018A Sales: $4.3B 20% 11-25 10% 26-50 5% Source: Management estimates; Note: Average tenure based on median length of relationship for all companies shown Communications Converged AT&T verizon✓ 中国电信 CHINA TELECOM RELIANCE CHINA TOWER 中国铁塔 中国移动 China Mobile vodafone China unicom中国联通 ERICSSON Telefonica Average tenure: ~25 years Average tenure: ~15 years 17#195 Upside Potential: Improving Growth VERTIV L Organic Growth TOP LINE GROWTH Pricing focus has just begun Increasing focus on new product development • Service growth - expanded capabilities and reach • Software capability just beginning • Continued sales coverage growth Edge and white space INORGANIC VALUE CREATION Inorganic Growth Fragmented industry with opportunities for bolt-on M&A • Product extensions / adjacencies Technologies applicable in other market such as energy storage • Growth in white space • Additional service and solutions • Track record of execution and integration Strong existing pipeline of potential targets Opportunities as Pure-Play Competitor Enhance Acquisition Process 18#205 Upside Potential: Inorganic Growth Strategy Successful M&A Actions to Date and Well-Planned Go-Forward Approach M&A ACTIONS TO DATE M & A PIPELINE & STRATEGY SALES GROWTH1 STRATEGIC FOCUS AREA Energy Labs Inc $ 124 $ 85 + ⚫ Manufacturer of custom air handling systems for data centers and commercial & industrial markets GEIST ⚫ Manufacturer of Rack Power Distribution Units (PDUs) and associated data centers products [MEMS POWER GENERATION Maintenance Business VERTIV PIPELINE ATTRIBUTES 2017A 2019E Hyperscale and Colocation $ 86 $ 63 Services and Solutions 2017A 2019E Edge and Channel Growth Strong pipeline Average size of $50MM in revenues Located in assorted geographies Strong customer relationships Good cultural fit Fits the Vertiv Culture 2 $ 1.5 2 + Specializes in generator maintenance and switchgear interface services in EMEA $ 1.1 ASCO Power ⚫ Sale of critical power business to Schneider Electric to sharpen focus on digital critical infrastructure 2017A 2019E Source: Management estimates Note: Estimated sales growth from 2017A to 2019E of select bolt-on acquisitions, $MM USD. 2 USD/GBP conversion rate of 1.2162 as of 02-Aug-2019. Commercial and Industrial Adjacency Ability to expand globally 19#215 Upside Potential: Improving Margins $ MARGIN EXPANSION STRONG FREE CASH FLOW CONVERSION Margin Rate • Continued expansion into higher margin product categories Implement Vertiv operating system • Core / non-core analysis Lots of free plant capacity ⚫ Functional transformation for SG&A • Grow sales and hold fixed costs constant • Continued globalization of product offering Free Cash Flow1 • Comfortable debt / cash flow at close • Low capital expenditure needs Digital Transformation projects largely complete Opportunities for further improvement, ie: Potential debt refinancing Working capital • Tax Currently ~500bps Below Average of Peers Note: See "Non-GAAP Financial Measures" and slide 24 "Financial Summary - Free Cash Flow". Capital Deployment Upside VERTIV 20#226 Management Team with the Ability to Execute David Cote will Support the Existing Team's Work RESPONSIBILITY FOR HOLISTIC, GLOBAL VIEW OF CUSTOMER SEGMENT NEEDS Rob Johnson CEO Andrew Cole Chief Organizational Development & HR Officer, and Global Business Services TECH & PLATFORMS RESPONSIBILITIES Colin Flannery Worldwide General Counsel Jason Forcier Chief Operations Officer and Executive VP, Infrastructure & Solutions Platforms REGIONAL RESPONSIBILITIES David Fallon Gary Niederpruem CFO Chief Strategy/ Development Officer Pat Johnson Integrated Rack Systems Steve Lalla Global Services and Software Solutions Giordano Albertazzi President of EMEA John Hewitt President of Americas Highly experienced management team with impressive collective track record and 100+ years of industry experience VERTIV Stephen Liang President of APAC 21#23Financial Overview#247 Summary Projected Financials Attractive Growth Profile HISTORICAL & PROJECTED ADJ. REVENUE ($M) & % GROWTH1 VERTIV HISTORICAL & PROJECTED ADJ. EBITDA ($M) & % MARGIN¹ 2019E-2021E: 4% CAGR 2019E 2021E: 9% CAGR $4,290 $4,411 $4,575 $4,767 $640 $595 $3,865 $3,911 $472 $500 $540 $502 2016A 2017A 2018A 2019E 2020E 2021E 2016A % GAAP NA 1.2 % 9.7 % 2.8 % 3.7 % 4.2 % 12.2% 2017A 12.8% 2018A 11.7% 2019E 12.2% 2020E 13.0% 2021E 13.4% % Margin Growth NA 0.9 % 4.8 % 5.2 % 4.7 % 4.2 % % Org. Growth 2 ADJ. OPERATING INCOME ($M) & % MARGIN 1,3 2019E 2021E: 10% CAGR $ 557 $ 511 $ 443 $ 433 $ 465 $ 427 ADJ. EBITDA LESS CAPEX ($M) & % SALES 1,5 2019E 2021E: 8% CAGR $ 575 $ 438 $ 456 $ 458 $ 494 $ 470 $ 530 $ 520 $ 397 4 2016A 11.5 % 2017A 11.1 % 2018A 10.0 % 2019E 10.5 % 2020E 11.2 % 2021E 11.7 % % Margin 2016A 92.8% 2017A 91.1% 2018A 2019E 91.1% 91.5% 2020E 89.1% 2021E 89.8% % Conv. Source: Management estimates Note: See "Non-GAAP Financial Measures" and "Additional Financial Information" beginning on slide 38 of the Appendix. 2 Delta between reported growth and organic growth removes FX impact as determined by management and the impact of acquisitions. 3 Excludes amortization of acquired intangibles. 4 2016 capex based on September FYE. 5 Adjustments in years 2018, 2019, and 2020 for one-time digital transformation and operational initiatives capex items. % conversion based on core capex. 23#257 Financial Summary - Free Cash Flow Illustrative Levered Free Cash Flow Build¹ Free Cash Flow Drivers VERTIV Illustrative Run-Rate 2020E Illustrative 1 Low capital expenditure needs Run-Rate 2021E Adj. EBITDA $595 $ 640 1 (-) Net Capex (65) (65) 2 (-) Cash EBITDA Adjustments (45) 3 (-) Cash Interest (120) (100) 4 (-) Cash Taxes (80) (95) 5 (-) Working Capital (30) (40) 2 Digital transformation and restructuring spend are coming to an end 3 Illustrative interest load subject to refinancing of the pro-forma debt to narrow the gap vs. public peers³ Every ~50bp improvement in cost of debt equates to ~$10mm in additional earnings and FCF 4 Inefficient existing tax structure with potential to improve (this is not included in the forecast) 5 Significant working capital improvements already under way Levered Free Cash Flow $ 255 $ 340 % FCF Yield² % EBITDA Conversion 7 % 43 % 10 % 53 % Note: Hypothetical representation and does not represent a forecast. 2% FCF Yield defined as levered free cash flow divided by assumed equity value at closing of $3,376mm. 3 Calculated using 6.0% illustrative interest rate applied on mid-point of 2019YE and 2020YE Gross Debt. Assumes free cash flows are used for debt pay down. See "Non-GAAP Financial Measures" and "Additional Financial Information" beginning on slide 38 of the Appendix. 24#268 We Believe Valuation is Attractive... Discount to Peers Attractive entry point with a deal valuation comparatively at discount to peers Large and growing addressable market with secular industry tailwinds Potential for value creation driven 9.8 x 2019 EV/EBITDA VERTIV Median: 15.0 x 17.7 x 17.6 x 16.1 x 15.2 x 15.0 x 12.9 x 12.6 x 11.8 x 11.6 x VERTIV Amphenol ABB GENERAC Littelfuse legrand Schneider HUBBELL TE EATON Electric by 8.9 x • Organic and inorganic growth • Margin expansion • Focus on free cash flow Experienced management team with a strong track record of execution 2020 EV/EBITDA Median: 14.2 x 17.0 x 14.9 x 14.9 x 14.3 x 14.2 x 12.0 x 11.8 x 11.7 x 11.4 x VERTIV Amphenol Littelfuse GENERAC legrand ABB Schneider Electric TE HUBBELL EATON Source: Vertiv EBITDA per management estimates, peers per IBES median estimates; market data as of 6-Dec-2019 Note: See "Non-GAAP Financial Measures" and "Additional Financial Information" beginning on slide 38 of the Appendix. Vertiv multiples based on enterprise value at listing of $5.3bn. All data based on USD. 25#278... Supported by Superior EBITDA Growth Potential VERTIV 2016-18 REVENUE CAGR 2018-20E REVENUE CAGR Median: 1.1 % Median: 12.9 % Key organic initiatives and targeted M&A activity is expected to continue to drive growth and market share... 27.6% 7.6 % 18.4 % 3.3 % 14.2 % 13.1 % 12.9 % 11.0 % 5.9 % 4.6 % 3.1 % 2.9% 1.6 % 1.1 % 1.0 % 5.4 % (0.9)% (3.2)% (9.6)% (7.0)% VERTIV Littelfuse GENERAC Amphenol HUBBELL legrand TE 2016-18 AVG. EBITDA MARGIN Schneider EATON ABB VERTIV GENERAC legrand HUBBELL ABB Schneider Amphenol EATON TE Littelfuse 2018-20E AVG. EBITDA MARGIN Median: 19.1 % Median: 20.4 % 23.7 % 22.7 % 22.6 % 24.0 % 21.8 % 22.8 % ...with room for 19.1 % 17.5 % 17.3 % 16.8 % 22.0% 21.1 % 20.4 % 18.5 % 17.6% 16.8 % margin expansion over the coming years driven by identified initiatives... 12.2 13.5 % 12.3 % 12.6 % ...expected to have a positive impact on overall levels VERTIV. Amphenol legrand Littelfuse TE GENERAC EATON Schneider HUBBELL 2016-18 EBITDA CAGR ABB VERTIV Amphenol legrand™ TE Littelfuse GENERAC EATON Schneider HUBBELL 2018-20E EBITDA CAGR Electric ABB Median: 14.4 % 24.8 % 8.8% 8.8 % 7.9 % Median: 1.9 % 22.4 % 16.9% 14.5 % 14.4 % 14.4 % 3.9 % 2.4 % 1.9 % 1.7 % 0.2 % 3.2% 7.5 % 7.1 % (4.7)% (7.2)% (16.1)% VERTIV Littelfuse GENERAC Amphenol TE legrand HUBBELL Schneider FAT-N ABB VERTIV GENERAC ABB HUBBELL legrand EATON Schneider Amphenol TE Littelfuse Electric Source: Vertiv figures per management estimates, peers per IBES median estimates; market data as of 6-Dec-2019 Note: See "Non-GAAP Financial Measures" and "Additional Financial Information" beginning on slide 38 of the Appendix. All data based on USD. 26#289 Appropriate Capital Structure at Close Increased Flexibility with Opportunities for Further Improvement US$ in Millions Cash ILLUSTRATIVE PRO-FORMA CAPITALIZATION1 Actual Pro-Forma (30-Sept-2019) (31-Dec-2019E) $ 149 $ 151 NET LEVERAGE BASED ON 2019E ADJUSTED EBITDA Interest Rates Debt² Asset-Based Revolving Credit Facility $ 163 L + 2.00 % Term Loan Facility 2,070 722 L + 4.00 % 2024 Senior Notes 750 750 9.250 % 2024 Senior Secured Second Lien Notes 120 120 10.00 % 2022 Senior Notes 500 500 12.00% 13.00 % Total Debt $ 3,603 $ 2,092 8.77 % LTM Adj. EBITDA $ 550 540 Total Gross Debt / LTM Adj. EBITDA 6.6 x 3.9 x Total Net Debt / LTM Adj. EBITDA 6.3 x 3.6 x SUMMARY 6.3 x Current Net Leverage ³ 3 3.6 x Pro-Forma Net Leverage VERTIV Capital structure at close Positions Vertiv favorably to explore future financing options to further optimize the capital structure. This includes potentially refinancing more costly debt Assumes PIPE proceeds and cash in trust used to fund pay down of ABL (L+ 2.0%) and part of Term Loan (L+ 4.0%) Pro-forma net leverage reduced significantly from 6.3x to 3.6x based on 2019E Adj. EBITDA of $540 million Reduced debt service burden is expected to allow Vertiv to allocate cash flow towards additional high return growth initiatives Provides flexibility for management to continue to innovate and invest in the success of the business Source: Company information, management estimates GSAH transaction expected to significantly reduce debt service requirements and increase cash flow Allows Vertiv to focus on accelerating growth in a capital-efficient manner Provides opportunity for value enhancement through capital deployment Note: See "Non-GAAP Financial Measures" and "Additional Financial Information" beginning on slide 38 of the Appendix. Assumes no redemptions by public shareholders in connection with the transaction. Assuming max redemptions as per agreed terms would result in -4.25x pro- forma leverage based on 2019E adjusted EBITDA. Excludes impact of GSAH warrants. Information in the table below is as of 30-Sept-2019. 2 Includes L+ 2.00 % Asset-Based Revolving Credit Facility, L +4.00% Term Loan Facility, 9.250 % Senior Notes due 2024, 10.00 % Senior Secured Second Lien Notes due 2024 (subject to springing maturity to November 15, 2021 if the 2022 Senior Notes are not repaid, redeemed or discharged, or the maturity with respect thereto is not otherwise extended on or prior to November 15, 2021), and 12.00 % / 13.00 % PIK Toggle Senior Notes due 2022. (12.00% Represents the cash interest rate in respect of the 2022 Senior Notes). 3 Current net leverage based on expected net debt as of 31-Dec-2019 of $3.405bn. 27#29Why We Believe Vertiv is a Good Investment انا 1 Great position in a good industry Same position Honeywell was in after first 2-3 years Sales and margin growth upside Good capital structure and free cash flow Priced right VERTIV 28#30Appendix#31TRANSACTION OVERVIEW#32Proposed Transaction Terms (USD in Millions, Except per Share Data) SOURCES SPAC IPO Cash PIPE Proceeds Total Sources IMPLIED PRO-FORMA FIRM VALUE Pro Forma Shares Outstanding (mm) 1 Share Price Equity Value at Listing Plus: Pro Forma Net Debt Enterprise Value at Listing 2020E Adjusted EBITDA ($595) Net Debt/2020 Adjusted EBITDA ($595) Source: Management estimates VERTIV TRANSACTION SOURCES & USES USES $ 1,464 $ 690 Debt Paydown 1,239 Cash to Vertiv Shareholders $ 1,929 Estimated Transaction Costs Total Uses 337.6 $ 10.00 $ 3,376 1,941 $ 5,318 8.9 x 3.3 x PRO-FORMA OWNERSHIP1 GSAH Founders ~ 5% ~ GSAH Public 20% 2 PIPE Investors 37% Existing Vertiv Shareholders ~ 38% 415 50 $ 1,929 Note: Assumes no redemptions by public shareholders in connection with the transaction and doesn't take into account the interest income in SPAC trust account. Assuming max redemptions as per agreed terms would result in -4.25x pro-forma leverage based on 2019E adjusted EBITDA. Excludes impact of GSAH warrants. 1 Vertiv ownership assumes Vertiv shareholders' equity roll-over equates to $1.275 billion in common shares, PIPE investors own $1.239 billion worth of common shares, GSAH public shareholders own $690 million worth of common shares, and GSAH founders own $173 million worth of common shares. 2 Includes the GSAH Founder-Related PIPE Investors as described on slide 4. 31#33Illustrative Transaction Timeline Ownership Event December 2019 Transaction Agreement Executed Transaction Announced Schedule 14A and Preliminary Proxy Materials Filed with the SEC First Quarter of 2020 Mail Final Proxy Materials to Shareholders Record Date for Shareholder Vote First Quarter of 2020 Hold Shareholder Vote First Quarter of 2020 • VERTIV Close Transaction Post-closing Vertiv will Report on U.S. GAAP Basis with a December 31 Fiscal Year End Note: This timeline is for illustrative purposes only. The transaction timeline may be shorter or longer than outlined depending on several factors, including the time required to obtain any required regulatory approval and the length of the Security and Exchange Commission's review process for the proxy statement. 32#34DAVID COTE'S TRACK RECORD#35David Cote's Career Built on a Track Record of Success Select Experience and Awards Unparalleled Experience Across the Industrials Space Renowned diversified industrial executive 40+ years of operating experience across a wide range of industrial sectors Chairman and CEO of Honeywell from 2002 - 2017 with almost 800% total shareholder return since taking over as CEO1 Former Chairman, CEO, and COO of TRW, a global automotive, aerospace and information systems company 20+ year career at GE which culminated in a 3 year tenure as CEO of GE Appliances, beginning in 1996 Numerous senior government advisory positions Industrial Company Experience Select Other Accomplishments and Positions Institutional Investor America Executive Team 2018 Best CEO in his Industry (2013-2017) Fix the Debt Fix the Dub FixtheDebt BARRON'S Barron's World's Top 30 CEOs (2013-2017) 2013 Chief Executive Magazine: Chief Executive of the year (2013) US India CEO FORUM THE VERTIV BUSINESS COUNCIL Member of Executive Committee (2011-2012) Founding Member of Campaign to Fix Debt U.S. Co-Chair of the CEO Forum (2009, 2015) BR Business Roundtable™ Vice Chair of Business Roundtable THE NATIONAL COMMISSION ON FISCAL RESPONSIBILITY AND REFORM AL RESERVE Honeywell 15+ years TRI (GE) 3 years 20 years National Commission on Fiscal Responsibility and Reform (2010) KKR Senior Advisor (2005-2013) OF NEW YORK INCORPORATED Federal Reserve Class B Director (2014-2018) Note: For the period from 01-Jan-2003 to 18-Apr-2018. 2003 was the first full year David Cote was CEO of Honeywell. David Cote served as CEO until Mar-2017 and remained non-Executive Chairman of Honeywell until Apr-2018. Total shareholder return (TSR) is calculated as the capital gain plus dividends.. 34#36Indexed Total Return David Cote's Track Record of Creating Value Honeywell Public Market Performance During Cote's Tenure Honeywell Total Shareholder Return 5 ("TSR") During Cote's Tenure 1,200% TSR Summary ■ HON ■ S&P500 797% 321% 1,000% (32)% (3)% 800% Pre Cote (5 Years)1 Since Jan-20032 635% 600% 400% 200% Overview Focus on delivering shareholder value Total shareholder return of 797% 2,5 Increased market cap by $92bn to $112bn or 5.7x² 797% Robust return of capital to shareholders 430% 383% 321% 260% Mar-2017 0% Jan-2003 Jan-2006 -Honeywell Jan-2009 Jan-2012 -Industrial Comps³ Jan-2015 Apr-2018 S&P 500 Source: Bloomberg as of 18-Apr-2018 VERTIV $9bn in share repurchases and ~$9bn in dividends over the last five years ended Dec-20174 Ability to drive returns in slow macro environments Market Cap Improvement ($bn)² Apr-2018 Jan-2003 $20 5.7 x $112 Note: An investment in GS Acquisition Holdings Corp is not an investment in Honeywell. The historical results of Honeywell are not indicative of future performance of GS Acquisition Holding Corp. 1 Illustrative mid-term perspective for the period from 01-Jan-1998 to 31-Dec-2002. 2 For the period from 01-Jan-2003 to 18-Apr-2018. 2003 was the first full year David Cote was CEO of Honeywell. David Cote served as CEO until Mar-2017 and remained non-Executive Chairman of 35 Honeywell until Apr-2018. 3 Illustrative industrial comps includes Danaher, Emerson, 3M, ITW, IR, UTC, GE, Eaton and JCI. 4 Illustrative period for a mid-term perspective. 5 Total shareholder return (TSR) is calculated as the capital gain plus dividends.#37...Through Transformational Leadership and Execution Honeywell Financial Results During Cote's Tenure¹ VERTIV $50 INCREASED SALES $22.1 $25 1.8X $0 Revenue ($bn)1 $40.5 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 $10 820BPS MARGIN EXPANSION $5 $2.4 $0 Segment Profit³ ($bn)1 PORTFOLIO $7.7 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 Adj. EPS ($)1 5-Year CAGR: ~10% 5 $7.11 Honeywell Operating System (HOS) Implemented high-performing operating model (HOS) generating growth and margin improvements across the portfolio Focus on profitable growth Portfolio with "great positions in good industries"2 • Focus velocity product development, new product initiatives, and customer experience enhancement Evolution to software and connected offerings (>23K engineers, with >11K focused on software in 2017) Expansion in High Growth Regions (grown from ~11% to -23% of total revenue from 2005 to 20174) Supported by top-tier R&D investment (~7% of sales) and 1.5x re- investment ratio through high ROI capex Consistent segment margin improvement PROCESS ° ~12% EPS CAGR 5 $8 $4 $1.51 10.8% at Const. CULTURE $0 Share Count '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 Source: Honeywell Filings High and increasing margins since 2003 Rigorous cost management • Common tools and processes ("One HON") Low EPS volatility - delivering growth in low growth environments Strong, results oriented culture Promoting the Honeywell brand through thought leadership Highly engaged team (CEO involved in interviewing top 200 roles) Functional Transformation: doing more with less Reduced functional leaders from 740 in 2003 to 667 in 2016 while increasing sales from $22bn to $39bn Note: An investment in GS Acquisition Holdings Corp is not an investment in Honeywell. The historical results of Honeywell are not indicative of future performance of GS Acquisition Holdings Corp. 12003 was the first full year David Cote was CEO of Honeywell. David Cote served as CEO until Mar-2017 and remained non-Executive Chairman of Honeywell until Apr-2018. 2 Honeywell 2014 Fact Sheet. 3 Honeywell defines Segment profit as operating profit adjusted for stock compensation expense, repositioning and other, pension ongoing income, pension mark-to-market expenses and other postretirement incomes. 4 Honeywell Investor Presentation 2016 and 2018. 5 $7.11 adjusted EPS for FY2017. $2.14 GAAP EPS for FY2017. Difference attributable to a $4.86 per share adjustment for negative impact from new tax reform and $0.09 per share adjustment for pension mark-to-market expenses. 36#38ADDITIONAL FINANCIAL INFORMATION#39EBITDA Adjustments Adjustments are Ramping Down BREAKDOWN OF EBITDA ADJUSTMENTS ($M | FYE 12/31) Cost for operational initiatives Cost for Digital Project Sub-total 2017A 2018A 2019E 2020E $83 $100 $65 $15 7 76 41 17 $90 $175 $106 $32 Strategic consultants 21 24 Tax and accounting stand-up 1 5 16 5 Project Buckeye 5 Marketing and rebranding 20 9 M&A transaction costs 19 9 LO 5 Platinum Equity management fees 5 5 10 5 Non-cash purchase accounting 32 6 2 2 IT infrastructure stand-up costs 40 Stock compensation (non-cash) 10 Other 9 18 2 LO 5 Sub-total $151 $92 $19 $23 Total Adjustments $241 $267 $125 $55 Adjusted EBITDA Margin² 12.8% 11.7% 12.2% 13.0% Source: Company filings and Management estimates 1 Includes SOX implementation costs in 2019 and 2020. 2 Based on Adjusted Net Revenue. VERTIV COMMENTARY Add-backs are forecasted to decline from $125 mm in 2019 to $55 mm in 2020. The Company anticipates further declines in add-backs in 2021 as current operational initiatives and the Digital Project are completed. While operational initiatives could continue, the current forecast assumes Vertiv absorbs all related spending in its reported results after 2020 and so does not contemplate add-backs in 2021, except for those related to Stock Compensation. 38#40EBITDA Reconciliation EBITDA RECONCILIATION ($M FYE 12/31) 2016 2017 2018 Loss from continuing operations $(109) $(387) $(321) Interest expense 25 379 289 Income tax expense (benefit) 141 19 50 Depreciation and amortization 172 287 217 EBITDA 229 259 $235 Cost to achieve operational initiatives (a) 10 84 100 Digital project implementation costs (b) 7 76 Transition costs (c) 23 104 71 Foreign currency (gains) / losses (d) 5 11 (5) Contingent consideration (e) (18) (10) Acquisition costs (f) 7 Advisory fee (g) Impact of purchase accounting (h) Reserve for customer dispute (i) Loss on asset disposals 1 19 5 32 52 33 6 7 (6) 1 3 9 Reserve for warranty item (j) Stock-based and special compensation (k) 16 Transaction costs (I) Goodwill impairment (m) 989 85 57 Total adjustments $243 $241 $267 Adjusted EBITDA $472 $500 $502 Source: Company filings and Management estimates VERTIV COMMENTARY a) Cost to achieve operational initiatives include transformation efforts and restructuring. Restructuring costs include plant shutdown costs, severance, start-up and moving costs, among other things. b) Investments in global digital and IT systems to drive efficiency, speed and cost reductions. c) Transition costs are primarily made up of professional fees and other costs related to standing up the business, including rebranding. d) Represents foreign currency gains and losses as well as losses on hedges of balance sheet exposures that do not receive deferral accounting. e) During the second quarter of 2017 we recorded a $17.9 million adjustment to contingent consideration pursuant to the acquisition from Emerson. During the twelve months ended December 31, 2018, we recorded $10.0 million of adjustments to contingent consideration related to the Energy Labs acquisition. f) During 2018 we recorded a $7.1 million charge to cost of sales and inventory related to discontinuation of a product line as a result of the Geist acquisition. g) Advisory fee to be paid to an affiliate of the Company, inclusive of $10.0 million associated with specific financing arrangements in the first quarter of 2017. h) Represents the non-cash effect of purchase accounting related to deferred revenue, adjustments to inventory, deferred revenue amortization, and rent expense. Represents a reserve for an on-going customer payment dispute related to a large project completed in the Americas. Represents the reserve for a specific, large warranty claim associated with product primarily shipped pre-acquisition. k) Represents stock based compensation and includes cash bonuses paid in lieu of stock-based compensation and other nonrecurring bonus payments. 1) Non-recurring costs (primarily fees) in connection with the separation from Emerson. m) Goodwill impairment was largely attributable to the Europe, Middle East & Africa business and was recorded in the quarter ended June 30, 2016. 39.#41Empty#42Quarterly Trends By Region Adjusted Net Revenue ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 3Q19 1Q19 2Q19 3Q19 YTD Americas $495 $483 $442 $488 $1,909 $507 $546 $564 $562 $2,180 $564 $581 $551 $1,696 APAC 302 289 289 362 1,242 278 348 349 372 1,347 281 352 353 986 EMEA 233 236 201 255 925 212 231 213 283 938 249 247 218 714 Eliminations (46) (42) (33) (44) (165) (45) (38) (47) (45) (175) (39) (45) (51) (135) Total $984 $965 $899 $1,062 $3,911 $952 $1,087 $1,078 $1,173 $4,290 $1,055 $1,135 $1,071 $3,261 Adjusted EBITDA ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $111 $131 $105 $129 $476 $107 $139 $126 $124 $495 $125 $136 $120 $381 APAC 31 38 43 47 159 33 48 50 59 191 35 54 57 145 EMEA 34 34 23 35 125 15 23 23 49 109 32 28 30 91 Eliminations (44) (80) (67) (67) (259) (71) (76) (72) (75) (294) (82) (72) (71) (224) Total $132 $122 $104 $143 $500 $84 $134 $128 $157 $502 $110 $147 $136 $393 Source: Management estimates VERTIV COMMENTARY Adjusted net revenue calculated as GAAP net revenue plus impact of purchase accounting of $32M in 2017, $4M in 2018, and $2M in 2019 Adjusted EBITDA net of adjustments of $242M in 2017 and $267M in 2018, including costs for operational initiatives and Digital project Adjusted net revenue trends by region reflective of normal quarterly variations inherent in business due to timing of larger projects Global Business Unit, IT & Corporate costs include centralized global engineering and IT expenses in addition to Corporate overhead Relatively flat adjusted EBITDA from 2017 to 2018 driven by strategic SG&A investment (~$100mm) and negative impact of material / freight inflation 41#43Organic Trade Sales Growth By Region. Organic Trade Sales y/y growth ($M FYE 12/31) 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 Americas (4)% 2% 15% 10% 6% 12% 7% (1)% APAC (13) 18 23 7 8 7 5 4 EMEA (24) (9) 9 16 (2) 31 12 2 Total (11)% 4% 16% 10% 5% 15% 7% 1% 2-year stacked (2)% 3% -2% 27% 6% 4% 12% 17% growth Source: Management estimates VERTIV COMMENTARY Organic trade sales adjusted for incremental sales from acquisitions, negative impact from changes in foreign currency exchange rates and changes in purchase accounting Foreign currency exchange rates impact primarily APAC and EMEA with three largest exposed currencies the EUR, RMB and INR 2018 organic trade sales growth adjusted by $195M for Energy Labs and Geist acquisitions. Foreign currency exchange negligible. No adjustment for 2019 organic trade sales for acquisitions. Approximately $85M adjustment for first nine months for foreign exchange. 42#44Adjusted Net Revenue Reconciliation GAAP Net Revenue ($M | FYE 12/31) Americas APAC EMEA Eliminations Total VERTIV 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD $485 $477 $439 $487 $1,887 $506 $545 $563 $561 $2,176 $564 $580 $551 $1,695 300 289 289 362 1,240 278 348 349 372 1,347 281 352 353 986 230 233 200 255 918 212 231 213 283 938 249 247 218 714 (46) (42) (33) (44) (165) (45) (38) (47) (45) (175) (39) (45) (51) (135) $969 $957 $894 $1,060 $3,879 $951 $1,086 $1,077 $1,172 $4,286 $1,055 $1,134 $1,071 $3,260 Impact of Purchase Accounting ($M | FYE 12/31) Americas APAC EMEA 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD $10 $7 $4 $2 $22 $1 $1 $1 $1 $4 $1 $1 $1 $2 2 0 0 0 3 4 2 1 0 7 Eliminations . . . . . Total $16 $9 $5 $2 $32 $1 $1 $1 $1 $4 $1 $1 $1 $2 Adjusted Net Revenue ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $495 $483 $442 $488 $1,909 $507 $546 $564 $562 $2,180 $564 $581 $551 $1,696 APAC 302 289 289 362 1,242 278 348 349 372 1,347 281 352 353 986 EMEA 233 236 201 255 925 212 231 213 283 938 249 247 218 714 Eliminations (46) (42) (33) (44) (165) (45) (38) (47) (45) (175) (39) (45) (51) (135) Total $984 $965 $899 $1,062 $3,911 $952 $1,087 $1,078 $1,173 $4,290 $1,055 $1,135 $1,071 $3,261 Source: Management estimates 43#45Adjusted EBITDA Reconciliation Earnings From Continuing Operations Before Income Taxes VERTIV ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $37 $55 $76 $74 $242 $61 $91 $70 $79 $301 $87 $101 $82 $271 APAC (9) 12 33 29 64 17 37 39 44 137 20 46 50 117 EMEA 11 12 0 23 45 (5) 11 7 17 30 21 17 20 57 Corporate and Other (100) (73) (96) (110) (379) (111) (130) (121) (86) (449) (106) (88) (92) (286) Earnings (Loss) Before $(61) $5 $13 $16 $(28) $(39) $9 $(5) $54 $19 $22 $76 $60 $158 Interest and Tax Depreciation & Amortization ($M FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $69 $54 $24 $29 $176 $32 $34 $32 $32 $131 $31 $31 $30 $91 APAC 38 11 6 9 64 10 10 9 9 38 9 9 9 27 EMEA 12 10 7 11 40 10 10 9 7 36 6 6 6 18 Global Business Unit, IT & 2 2 2 2 7 3 3 3 4 13 4 LO 5 7 16 Corporate Total $121 $78 $38 $50 $287 $55 $57 $54 $52 $217 $50 $51 $51 $152 Source: Management estimates 44#46Adjusted EBITDA Reconciliation (Cont.) VERTIV EBITDA Adjustments ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $6 $22 $6 $25 $59 $14 $13 $24 $13 $64 $7 $4 $8 $19 APAC 2 14 5 9 30 6 2 2 7 17 5 (1) (2) 2 EMEA 11 12 16 1 39 10 2 7 24 44 6 6 5 16 Global Business Unit, IT & 54 (8) 27 41 113 38 51 46 7 142 21 11 14 46 Corporate Total $72 $40 $53 $76 $241 $68 $69 $79 $51 $267 $39 $20 $25 $83 Adjusted EBITDA ($M | FYE 12/31) 1Q17 2Q17 3Q17 4Q17 FY17 1Q18 2Q18 3Q18 4Q18 FY18 1Q19 2Q19 3Q19 3Q19 YTD Americas $111 $131 $105 $129 $476 $107 $139 $126 $124 $495 $125 $136 $120 $381 APAC 31 38 43 47 159 33 48 50 59 191 35 54 57 145 EMEA 34 34 23 35 125 15 23 23 49 109 32 28 30 91 Global Business Unit, IT & (44) (80) (67) (67) (259) (71) (76) (72) (75) (294) (82) (72) (71) (224) Corporate Total $132 $122 $104 $143 $500 $84 $134 $128 $157 $502 $110 $147 $136 $393 Source: Management estimates 45#47ADDITIONAL COMPANY BACKGROUND#48Vertiv Offering Capabilities. VERTIV Project, Maintenance & Performance Services for Data Center, Communication & Industrial Markets SERVICES AND SOFTWARE: IT EDGE INFRASTRUCTURE AND SOLUTIONS (& IT MANAGEMENT): VERTIV VERTIV. PREVENTIVE MAINTENANCE PERFORMANCE OPTIMIZATION PROJECT SERVICES SOFTWARE & MONITORING RACK RACK PDU RACK UPS AC POWER UPS POWER MANAGEMENT: Liebert. NetSure™M POWER DISTRIBUTION DC POWER SOLUTIONS Avocent. GEIST HIGH PERFORMANCE KVM DESKTOP SECURE KVM AND KM THERMAL MANAGEMENT: Liebert. IN-RACK POWER BATTERY MONITORING DISTRIBUTION UNITS PERIMETER COOLING IN-ROW COOLING SMARTAISLETM FREECOOLING CHILLERS EVAPORATIVE FREECOOLING ICOMTM CONTROLS VERTIN MODULAR SOLUTIONS: CABINET ROW AISLE MODULAR 47#49Well Positioned: #1 in Most End-Markets Served Targeted Portfolio of Products & Services VERTIV SALES AC POWER (20%) Description CRITICAL INFRASTRUCTURE & SOLUTIONS Medium & Large Uninterruptible Power Systems (UPS) Industrial-Grade UPS AC power distribution systems DC POWER (10%) 12V to 400V DC Power systems . . Custom DC UPS systems along with DC battery chargers and distribution IT & EDGE INFRASTRUCTURE THERMAL (20%) IT MGMT (7%) • IT and Perimeter cooling Air Handling & Chiller: Large systems located outside the data room that provide climate control infrastructure management solutions 1P UPS (13)% Row Rack cooling Rack PDUs Racks Integrated edge solutions SERVICES (30)% VERTIV Diverse array of services meant to handle ongoing customer equipment and product needs Maintenance, project and training services Critical infrastructure software Select offerings Liebert Liebert EXM EXL S1 Liebert FPC NetSure 5000 NetSure 8000 Liebert iCOM Liebert DS Liebert DSE Package System KVM & Serial Console IT Software Market position #1 Large UPS #2 Vertiv Brands Liebert. NetSure A Liebert GXT Liebert CRV Racks Integrated Solutions Performance Preventive Maintenance Optimization Project Services Software & Monitoring Overlay of Software Solutions Across Offerings #1 #1 Liebert. Source: Management estimates and company information Note: Percentages represent breakdown by FY2018 sales. Market position based on management estimates for respective markets. #2 #1 == VERTIV Avocent. VERTIVM 48#50Vertiv Timeline VERTIV Combining the Entrepreneurial Spirit Of a Startup With the Resources and Reach of an Established Leader 1965 1987 2000 2001 Liebert Corporation was formed as industry's first manufacturer of computer room air conditioning (CRAC) Emerson acquires LiebertⓇ Corporation pioneer in thermal management, power protection for IT systems Emerson forms Network Power (ENP) business - integrates critical infrastructure technologies under single brand ENP increases presence in Asia purchase of Avansys and forms ENP India 2009 2006 2004 ENP acquires Avocent - provider of service processor and data center management software and KVM solutions ENP acquires Germany- based Knürr AG leading provider of enclosure systems ENP acquires Marconi outside plant and power system expanding telecom industry solutions 2010 2016 2017 2018 ENP acquires ChlorideⓇ customized power solutions for industrial applications Vertiv launches as stand-alone business building on the success of Emerson's past while expanding capabilities and commitment to support the mission of designing, building and servicing mission-critical technologies that drive possibility for our customers Vertiv sells the ASCO® Power business as it continues to sharpen its focus on the digital infrastructure space Vertiv makes its first three acquisitions, Energy Labs, a U.S.-based manufacturer of custom air handling systems, Geist, a leading manufacturer of rack power distribution units and MEMS, an EMEA -based business specializing in generator maintenance 49#51Leading Full-Service Provider of Critical Infrastructure Solutions Go-to-Market Approach - "In-Region For-Region" Americas 8-130 Manufacturing and assembly locations Sales and service locations 2018A sales: $2.2B 140+ Service centers 6 Customer experience centers/labs VERTIV Strategically positioned to grow alongside global customers Always being present locally to provide on-the-ground 24/7 support Diverse geographic presence mitigates country-risk and presence across 130+ countries enhances stability Asia Pacific 6 -90 Manufacturing Sales and service 2018A sales: $1.3B and assembly locations locations 60+ Service centers 5 Customer experience centers/labs In-region manufacturing expertise amplifies customer centric approach to the market EMEA 2018A sales: $0.9B Source: Company information 5 Manufacturing and assembly locations 6 Ability to source locally across the globe decreases response times and improves competitiveness Local presence and intimate engagement in China for over 25 years ~95 70+ Sales and service Service centers locations Customer experience centers/labs Vertiv has a significant global manufacturing and service presence enabling intimate customer engagement 50#52Data Center Customers Are Migrating to More Agile Architectures CUSTOMER NEEDS FLEXIBILITY MODULARITY SPEED BUILD CAPACITY TO MATCH DEMAND VERTIV PRINCIPLES EXPERTISE VERTIV SOLUTIONS Walk-In Enclosures ECOSYSTEMS 33 AGILITY COLLABORATION Vertiv's value proposition is aligned with our customer needs Power Skids Modular Enclosures VERTIV 51#53Communications (Telecom) End Market Applications TELECOM ACCESS 1 AC Power 7 TELECOM CORE Paralleling Switchgear Infrastructure Management & Monitoring 2 Power Distribution Units 8 Surge Protection 2 Surge Protection 3 Racks & Integrated Cabinets 9 Power Quality Metering 3 Load Banks 4 Load Banks 10 Infrastructure Management & Monitoring 7 Thermal Management 5 Critical Power Management System 11 DC Power 9 Project Services 6 Automatic Transfer Switch 12 Thermal Management 13 Fire Pump Controller 14 Project Services VERTIV Offerings: AC Power DC Power Critical Power Systems Project Services 13 11 4 5 9 8 1 3 2 Mobile Telephone Switching Office Central Office 12 12 11 10 5 7 2 3 5 VERTIV 4 Power Transfer Switch / Load Centre 5 DC Power 6 High Efficiency DC Power 8 Outside Plant Enclosure 8 4 5 22 52#54What is Edge? VERTIV Applications That Require Moving Processing and Storage Closer to the Customer USE CASES ARCHITECTURE Data Intensive Restricted Connectivity Smart Cities/ Factories / Home & Building • • HD Content Distribution High-Performance Computing Virtual Reality Smart Grid Machine to Machine • Smart Security Low-Latency Content Dist. • Arbitrage Market • Real-time Analytics Defense Force Simulation 1 Traditional 2 Local 3 Edge Human-Latency Sensitive - Cloud Data center - Aggregation sites - Rooms / Building Web Site Optimization Augmented Reality • Smart Retail Natural Language Processing Life Critical • Digital Health Connected/Autonomous Cars • Drones • Smart Transportation Autonomous Robots •ဩ=) HUB A HUB B 1 - Metro data centers 2 3 GENERAL PROXIMITY AGGREGATED REGION PHYSICAL CONVERGENCE HUB B POINT OF ENG 53#55Commercial and Industrial End Market Applications OVERVIEW Vital applications across Commercial & Industrial markets with the following characteristics: • Part of a connected network • Ensure business continuity Significant societal and economic impact if interrupted Serve key safety, security and regulatory needs Reasons we serve this market: Utilizes existing power and thermal offerings Utilizes skill sets from our service organization Diversifies and exposes us to additional vital applications in growing markets CLOUD Illustrative layout: HEALTHCARE VERTIV IMAGING SERVICES FACILITY EMERGENCY POWER DATA CENTER PHARMACY LABORATORY ADMISSIONS NURSES STATION RAILROAD Customer intimacy across the globe Ability to adhere to strict rail requirements M MANUFACTURING Provide overall commissioning and predictive testing for customers Use advanced technologies across manufacturing operations to define and document control measures POWER-GEN Lithium-ion battery storage systems Advanced virtual power plant services for critical infrastructure e.on HEALTHCARE OEM applications as well as facility-wide solutions Ability to provide customized solutions SIEMENS Healthineers الريل RAIL 54