Good morning. My name is Nick. I will be your conference operator today. At this time, I'd like to welcome everyone to Vertiv's Fourth Quarter 2020 Earnings Conference Call. Please note that this event is being recorded.

Great. Thank you, Nick. Good morning, and welcome to Vertiv's Fourth Quarter 2020 Earnings Conference Call. Joining me today are Vertiv's Executive Chairman, David Cote; Chief Executive Officer, Rob Johnson; Chief Financial Officer, David Fallon; and Chief Strategy and Development Officer, Gary Niederpruem. Before we begin, I would like to point out that during the course of this call, we will make forward-looking statements regarding future events, including the future financial and operating performance of Vertiv. These forward-looking statements are subject to material risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. We refer you to the cautionary language included in today's earnings release, and you can learn more about these risks in our registration statement or proxy statement and other filings with the SEC. Any forward-looking statements that we make today are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events. During this call, we will also present both GAAP and non-GAAP financial measures. Our GAAP results and GAAP to non-GAAP reconciliations can be found in our earnings press release and in the investor slide deck found on our website at investor.vertiv.com. With that, I'll turn the call over to Executive Chairman, David Cote.

Thanks, Lynne. As I reflect on the past year in Vertiv, I'm even more encouraged that everything we discussed in the road show has been proven to be even more true today. Vertiv has a great position in a good industry and we can differentiate with technology. Sales growth and margin rate expansion opportunities abound, and we have a team that's making it happen. That opportunity shone brightly in 2020. We were able to hold sales flat and significantly increase orders in a terribly difficult year. We were able to increase our margin rate on flat sales, which is always difficult. And at the same time, we ramped up investment in R&D, other growth drivers, and process initiatives like the Vertiv Operating System, Vertiv Product Development, functional transformation, and customer view, the Vertiv User Experience. The same is true for 2021. As Vertiv guides to sales growth, margin rate expansion, and the reinvestment that drives both in 2022 and beyond. Cash and overall liquidity improved markedly, and net leverage is down a lot more than anticipated, especially in a COVID year. My confidence has increased, not decreased over the past year. No matter where I look in Vertiv, we're making great progress. As Timbuk 3 said in their 1986 song, "The future is so bright, we got to wear shades." I felt that way a year ago, and I feel that way even more so today. With that, I'll turn the call over to Rob.

Thank you, Dave, and I truly appreciate your partnership and the good advice you continue to provide to me and my executive leadership team. I also want to thank the Vertiv employees for their efforts in Q4 and throughout last year. They pulled together and demonstrated how our collective efforts can accomplish amazing feats during a very challenging time. They've adopted a can-do attitude, used creativity, ingenuity, and outside-the-box thinking in order to serve our customers during this pandemic. I commend my team, my Board, and our many partners for delivering the results I will share with you today. Moving to Slide 3. Overall, the demand side of our business was very promising as Q4 sales were up over 11% compared to Q4 of 2019, driven largely by significant growth in the European and Asia Pacific regions. Orders for the quarter were up 9% when compared to the fourth quarter of last year. And I'm pleased to remind you that the orders for Q3 were already up 15% as compared to Q3 of the previous year. Our backlog remains at an all-time high and is up $450 million from the end of 2019. We will talk more specifically about the demand side of the business over the next few slides. From a profitability standpoint, our adjusted EBITDA was $187 million, which was up over 25% from last year's Q4. This resulted in adjusted EBITDA margin expansion of 160 basis points, driven higher by sales, higher contribution margin, and lower fixed costs on a percentage basis. Additionally, our free cash flow at the end of Q4 improved over the same time period last year by $86 million to $175 million because of higher earnings and lower transformation spending. Turning to the full year results of 2020. We delivered $39 million more in adjusted EBITDA compared to 2019, with sales down approximately 1%. This equates to a 110 basis point improvement in adjusted EBITDA margin versus the prior year. Our free cash flow improved $171 million over last year to $163 million, driven primarily by higher adjusted EBITDA and lower cash interest. Looking at 2021, we anticipate above-market top-line growth, an increase in profitability, an even stronger balance sheet, all while continuing to invest significantly in strategic areas like research and development and sales and marketing. Finally, I wanted to let you know that we have transitioned our measure of profitability from adjusted EBITDA to adjusted operating profit. While there are a few moving parts associated with this transition, this is nothing more than continuing on our committed path to keeping our financials and communications as simple as possible. In order to aid the analysts with this transition, we've included Exhibit 99.2 in our 8-K that reconciles all the pertinent information. David will speak to this further during his section as well. Turning to Slide 4. We've used this slide over the past few quarters to illustrate what we are seeing in our market environment regarding demand. It's been updated here to reflect how things look today. In the cloud and colocation market, we continue to see strong levels of activity in every region, as indicated by the six green buttons in the top two rows. Emerging digital applications, such as online education, telemedicine, video, and gaming are benefiting our cloud and colocation customers, and that demand benefits us as well. In contrast, we see the enterprise and small to medium business continuing to be challenged by COVID, as indicated by the red and yellow buttons in row three. Their spending continues to be mixed. We commented last quarter that this segment was slightly more positive in October than it was in July, and it's slightly better today than it was in October. The change is subtle, but it is trending in the right direction. Switching to the telecom side of things. We see little change from last quarter. However, we are seeing an uptick in 5G deployment in the U.S. and parts of Asia. Several of our larger U.S. carriers are continuing to roll out 5G and we expect the rollout to continue for several more quarters. Finally, our commercial and industrial business often tracks GDP, but sometimes the quarterly timing can be different. There has been positive movement in a few light commercial and industrial applications over the past few months. The most notable changes we are seeing are taking place in Europe. So certainly, there are some ups and downs, but overall, a strong market picture given our mix of the data center business. The digital applications people use every day continue to become more and more important to daily living as the result of demand increasing for those digital applications so they can be processed, stored, and transmitted. This is creating a significant opportunity for our customers and, consequently, a significant opportunity for Vertiv. Moving to Slide 5. To reiterate, the overall demand is strong, as evidenced by our order rates and backlog. Each of our world regions saw orders growth between 2019 and 2020, which was led by the strength of the cloud and colocation markets. As I mentioned in the prior chart, the enterprise and IT channel markets are still not back to pre-COVID levels, but they are moving in the right direction. The IT channel momentum is evidenced by our integrated rack solutions revenue having increased every quarter in 2020. While we continue to maintain a high level of vigilance around COVID, our backlog is approximately $450 million higher than it was entering 2020, and we are confident about our position in the market for 2021 and beyond. Switching to the supply side. Now I'm pleased to report that most of our manufacturing facilities are operating normally. The measures we have taken and the priority we have placed on safety has allowed us to continue to operate in a relatively normal state amid the disruptions caused by COVID. Sometimes those disruptions are daily. Although we've seen a strong appetite in the broader market for some of the components we use to manufacture our products, I'm proud of how we have diversified our logistics and supply chains globally to mitigate any serious consequences. With that, I'll turn it over to David Fallon to walk us through the financials. David?

Thanks, Rob. Starting with Slide 6. This page summarizes our fourth quarter financial results versus last year. Net sales were up $134 million or 11.4%, 9.5% when adjusted for a $22 million foreign exchange translation tailwind. We continued our strong momentum with orders, which were up 9% in the fourth quarter after increasing 15% in the third quarter. Adjusted EBITDA increased $38 million or 26%, primarily driven by the flow-through from higher sales and slightly offset by a foreign currency transaction loss, translating into a 160 basis point improvement in adjusted EBITDA margin. Our sales and profitability performance converted into strong free cash flow of $175 million, $86 million higher than last year's fourth quarter. We will review some of the drivers of this improved free cash flow in a couple of slides. Turning to Slide 7. This slide summarizes our fourth quarter segment results. Net sales in the Americas were up $3 million or 0.6%, as growth in telecom was offset by lower services sales, which continue to be negatively impacted by COVID site access issues. Net sales in APAC increased $70 million or 19%, primarily due to continued strong growth in China across most end markets, including data centers, telecommunications, and industrials. Geographic locations outside China in APAC were up slightly as we continue to deal with site access challenges in some of those jurisdictions. Net sales in EMEA were up $60 million or 25%, almost entirely in the critical infrastructure and solutions product segment, driven by several larger colocation projects. From a profitability perspective, the adjusted EBITDA margin improved in both the Americas and EMEA, but notably in EMEA, where the margin increased over 600 basis points from last year's fourth quarter. This improvement was driven by both higher contribution margin and sales leverage on relatively flat year-over-year fixed costs. Higher contribution margin was primarily due to continued operational and procurement improvement despite a slight negative mix impact from larger projects. EMEA's adjusted EBITDA margin has improved sequentially each quarter in 2020, reflecting the benefits of past transformational spending, the launch of the Vertiv Operating System, and, of course, the leveraged benefits of growing the top line while holding fixed costs constant. Next, turning to Slide 8. This chart bridges fourth quarter free cash flow from last year. The $86 million increase is primarily a result of higher adjusted EBITDA, lower cash interest payments, and lower transformational spending. The $175 million of free cash flow in the quarter was higher than our internal expectations, primarily driven by the timing of cash collections at the end of December versus early January. After beginning 2020 with cash use in the first quarter of approximately $200 million, we generated $366 million of free cash flow over the last three quarters, indicative of the strong cash generation potential of this business. This free cash flow has allowed us to pay down our ABL completely. And in conjunction with the $157 million of cash we received pursuant to the redemption of the public warrants prior to year-end, we increased our liquidity to $964 million at 12/31. Assisted by additional cash received in January from the warrant redemption of approximately $100 million, liquidity currently stands close to $1.1 billion, up from $446 million at the end of the first quarter. Next, turning to Page 9. This slide summarizes our full year financial results. Net sales were down $60 million or 1.4% from 2019 as higher sales in EMEA and APAC were more than offset by lower sales in the Americas, which was more significantly impacted by COVID site access challenges than the other two regions.

When looking at our full year sales result, it is instructive to bifurcate the year-over-year comparison. Sales were down 13% in the first half of 2020, but up 10% in the second half, in part driven by more challenging comps in the first half of 2019, but also demonstrating the rebound from COVID challenges and the continued resilient growth in our industry. Despite lower full year sales, adjusted EBITDA increased $39 million or 7%, and adjusted EBITDA margin improved 110 basis points as procurement and pricing initiatives drove contribution margin improvement, and fixed costs were down $40 million, aided in part by COVID cost-saving actions launched in the second quarter. Finally, on this page, and this is the money chart. Free cash flow improved $171 million from 2019 as we benefited from lower cash interest payments, higher adjusted EBITDA, and lower transformation spending. Beginning on Page 10, we pivot to looking forward, including with this slide, which discusses our transition to adjusted operating profit as our primary financial metric rather than adjusted EBITDA. For avoidance of doubt, we will not be reporting adjusted EBITDA going forward. We defined adjusted operating profit as operating profit, excluding the impact of intangible amortization expense. Operating profit is a GAAP financial measure that will be included on the face of our income statement, and we show an example on the next slide, with the only adjustment as operating profit, both prospectively and for historical periods, being intangible amortization, which we will also include on the face of our income statement. We believe using adjusted operating profit will greatly simplify our communication and analysis of financial results with analysts and investors. And by eliminating all adjustments other than intangible amortization, we address all components of GAAP financial results, enhance the quality of earnings, and we also, of course, eliminate the previously disclosed historical adjustments.

At the bottom of Slide 10, we provide a reconciliation of adjusted EBITDA to operating profit and then to adjusted operating profit. As you can see, net-net, the differences between adjusted EBITDA and adjusted operating profit are the historical add-backs and also other one-time adjustments and depreciation expense. Adjusted operating profit is simply operating profit less the impact of intangible amortization. Last item of note on this slide, we will also be restating our historically reported adjusted earnings per share to remove historical adjustments, except intangible amortization, and we include those reconciliations on Pages 26 and 27 in the appendix. Next, turning to Slide 12. This page summarizes our current financial guidance for 2021. We expect the momentum from the second half of 2020 to continue into 2021, with organic net sales up 7% at the midpoint. We project adjusted operating profit of $575 million at the midpoint, up 68% from prior year and up 26% when pro forma-ed for 2020 discrete items as we illustrate on Slide 13. Adjusted operating margin is expected to be approximately 12% at the midpoint, up 420 basis points from 2020 and up 160 basis points on a pro forma basis. Of course, analysts, investors, and we internally will have to recalibrate margin improvement goals on a relative basis using adjusted operating profit as opposed to adjusted EBITDA, with adjusted operating margin for 2021 about 180 basis points lower than the comparable adjusted EBITDA margin. But of course, the magnitude and substance of our long-term margin improvement goals are unchanged. We expect 2021 adjusted earnings per share of $1.04 at the midpoint, with disclosure of assumptions included on Slide 28 in the appendix. Finally, on this slide, we currently expect strong 2020 free cash flow of $285 million at the midpoint, up approximately $120 million from 2020. And we will provide additional detail on this improvement on Slide 14 coming up.

Next, Slide 13. This slide illustrates our bridge from 2020 adjusted operating profit of $342 million to projected midpoint 2021 adjusted operating profit guidance of $575 million, growth of approximately 68%. To the far left in the bridge, we pro forma 2020 adjusted operating profit for two discrete items, $92 million for the 2020 restructuring reserve and asset impairments and $21 million for SPAC transaction costs in the first quarter of 2020. Compared to the resulting $456 million 2020 pro forma figure, we project the operating improvement in 2021 of about 26%. Components of this operational increase are illustrated in the bridge and include the following anticipated favorable drivers: higher sales volume, continued contribution margin expansion from procurement pricing and loss initiatives, and net benefit from restructuring of approximately $20 million, including $40 million lower costs from the 2020 restructuring program, offset by $20 million of additional restructuring and related project expense in 2021. These tailwinds are offset by higher anticipated fixed costs, as we discussed in our third quarter earnings conference call, including additional investment of $65 million for R&D and growth initiatives and an anticipated $40 million impact from various one-time COVID cost-saving actions in 2020 that don't repeat. We normally do not spend significant time explaining an other bar. But in this case, there are quite a few variances going each way included in the other bar on this bridge. Tailwinds include $26 million of the FX transaction loss from 2020 and $40 million of cost savings that we expect in 2021, not related specifically to the 2020 restructuring program. Headwinds offsetting headwinds include a $30 million negative foreign exchange impact on fixed costs, $25 million for global merit increases, and $11 million of additional depreciation expense. Of particular note, the $51 million of historical add-backs from 2020, which included $13 million for stock compensation expense and $38 million for transformation-related adjustments, as detailed on Slide 19 in the appendix, is almost entirely offset by a combined $50 million of anticipated expense in 2021, equally split between stock compensation expense and continuing IT project implementation costs.

Transitioning to Slide 14. We include a bridge for the $122 million projected increase in free cash flow from 2020 to 2021. We expect this increase will primarily be driven by higher adjusted operating profit and lower cash interest payments. These positive drivers will be partially offset by certain headwinds, including 2021 restructuring payments pursuant to the 2020 program, higher CapEx due to delayed 2020 projects, and anticipated investment in operational restructuring. In addition, cash taxes are projected to increase due to expected higher profitability in several foreign jurisdictions. Overall, our expected 2021 free cash flow will be somewhat normalized, except for the higher cash requirements for restructuring. CapEx is likely slightly elevated due to push from 2020 projects and incremental spend from the operational restructuring. And finally, for me, Slide 15. This slide summarizes our financial guidance for the first quarter, traditionally our lowest sales and profitability quarter and typically a quarter where we use cash. Before diving into numbers, as a reminder, relative to other quarters, last year's first quarter sales and adjusted operating profit were most significantly negatively impacted by COVID, notably in APAC. Even though it is challenging to specifically quantify the exact year-over-year COVID impact since COVID still presents headwinds in parts of our business today, clearly, last year's first quarter is the easiest comp of the four quarters. With that in mind, we expect 13% organic growth from the first quarter of last year. Our adjusted operating profit is projected to increase $55 million at the midpoint and adjusted operating margin is expected to increase 500 basis points. Adjusted earnings per share is expected to be approximately $0.11 at the midpoint, up $0.76 from last year's first quarter. This year-over-year quarterly earnings per share increase includes a $0.54 benefit from two discrete items in the first quarter, including the $174 million loss on extinguishment of debt and $21 million of SPAC transaction costs. In addition, interest expense in last year's first quarter is expected to be $45 million lower than the first quarter of 2019, driving an additional $0.13 per share adjusted EPS benefit. A year-over-year benefit that does not repeat as significantly over the remaining three quarters due to the timing of the SPAC transaction and debt refinancing last year.

With that said, I turn it back over to David. Thanks, David. Turning to Slide 16. I wanted to provide some color on the key themes and initiatives we shared with you on our earnings calls over the past year. First, our focus is on the top line. We continue to strengthen all of our customer relationships, but especially with providers in the cloud and colocation space. Doing so has led to order increases in 2020. Though large projects with cloud and colocation customers will always ebb and flow, we are gaining greater visibility into the future needs of our customers, which will translate into our ability to meet future demand and win projects down the road. Furthermore, we continue to hone our go-to-market efforts in the IT channel area. We saw the greatest traction occur in the United States, and the impact got stronger as the year went on. Secondly, we are piloting the Vertiv Operating System, known as VOS, in two of our manufacturing facilities. Already, we are experiencing improved performance and favorable results as we formalize and standardize the way we work. The rollout globally, as we've said, will take time, but I'm pleased with the early results that we're seeing. David talked about margin expansion in his comments, and I'm very pleased with our performance in this area. Our sourcing capabilities have continued to improve. Our pricing initiatives have continued to yield favorable results, and our restructuring actions announced last quarter are now in full flight. The foundation we have established and the trajectory that we are on gives me confidence in our ability to achieve the expansion plans we laid out a year ago. Finally, and maybe my personal favorite, VPD or Vertiv Product Development progress. We continue to focus and fund our research and development programs. Even though we couldn't or had limited travel in 2020 imposed because of COVID, we still conducted the Vertiv User Experience, VUE, sessions to bring us closer to our customers and help us become stronger strategic partners for the long term. We have seen the pace of new product and service introductions increase year-over-year. And in 2021, there'll be no difference. In addition to these real-time results, we have also started to do some seed planning in a few future targeted areas to ensure we continue to be on the cutting edge in our industry. Now turning to Slide 17. I'm very proud of the Vertiv team and what we've accomplished over the last 12 months. We delivered on our commitments. We demonstrated we are a great company in a growing industry. We have executed on many key activities, which have implemented many strategic initiatives, which will serve us both well in the short-term and in the long term. To all of our employees on the call today, thank you for the dedication and tireless effort to take care of our customers. To all of our investors, thank you for your support over the past year and being with us on today's call. I'll now turn the call over to the operator, who will open up the line for questions. Thank you.

First question comes from Jeff Sprague with Vertical Research.

Yes, I think the change in the reporting actually will be positive over time and simplify things. There's a fair amount of confusion here this morning, but from what I can tell, you bridged to something pretty close to where consensus was. So thanks for all the restates. I wanted to talk about the normalization of cash flow a little bit, if we could. And I understand there's some pressure here in 2021, as you lay out in the bridge. We end up with free cash flow in 2021 that's on the low side relative to adjusted EPS or EBITDA or revenues. And I just wondered your view if you could give any context on once we work our way through 2021 here, some of these items normalize, how you would kind of frame up the kind of the ongoing free cash flow picture?

Yes. Thanks, Jeff. This is David, and thanks for the feedback. So I would point out two things in 2020 cash flow that are somewhat anomalous. So the first and most significant is the cash required for restructuring. So we had anticipated to have approximately a $60 million cash outlay in 2021 for restructuring programs. Our current estimate is closer to $70 million, and $50 million of that is embedded in the restructuring cash payments bridge item on Slide 14. And then we have another $10 million to $20 million included in adjusted operating profit for 2021 projects. So that's about $70 million cash outflow. We'll always have some outflow for restructuring from a cash basis, but that's probably high by a good $50 million. The other item I'd point out is CapEx. I think historically, we've kind of provided go-forward direction of CapEx in the $75 million range, we're guiding to $95 million next year. And a lot of good projects are included in that $95 million, but it also includes some projects that were pushed from 2020. So if I were doing a model, I probably wouldn't include $95 million going forward, but I would include more than $75 million. My guess is that we will settle in right around $85 million. All the other items, including cash interest, if anything, that should decline going forward. Cash taxes probably will increase. Working capital is one item that we still have a lot of work to do, and we see some opportunity going forward. But other than restructuring and CapEx, I would say 2021 is somewhat normalized.

Great. And just one other one for me, and I'll pass it on. On the enterprise-related activity and, I guess, the small signs of some additional life that you commented on. Can you provide any additional color on your visibility there? Can you see a pipeline developing in kind of bid and proposal activity? Just wondering if you could put a little bit of kind of firmer point on that for us, how you expect the year to play out.

Sure. This is Rob. We always emphasize that our pipeline growth is a key leading indicator. Even before quoting activity begins, we've noticed an expansion in our pipeline since the end of 2020, which reassures us that the enterprise sector will start to recover. There's significant activity in the design sector involving both electrical and mechanical contractors, which further supports my belief in this recovery. It's really a question of when people will emerge from the COVID-related slowdown and begin spending again. The current activity is promising and boosts my confidence. Globally, we've observed a relatively faster recovery in Asia, while Europe is more unpredictable, and the Americas have shown the slowest progress. Overall, our pipeline appears strong, and we remain very active in the field.

Your next question comes from Nicole DeBlase of Deutsche Bank.

Maybe we can start with the outlook. Thinking about normalizing towards contribution margins beyond 2022, there's obviously still quite a bit of noise here in '21. So when you think about sustainable levels of restructuring in this business, are you guys going to be factoring in like $20 million or so a year on an ongoing basis? And I guess, similarly, is R&D kind of getting to the point where you're reaching your medium-term run rate? Or do you think that there still needs to be a step-up in R&D beyond 2021?

Yes. Thanks, Nicole. This is Dave. I'll certainly address the restructuring question, and I'll ask Rob to address R&D. Our plan at this point, especially as it relates to the Vertiv Operating System, is related to continuous improvement. Whether you can equate that to continued restructuring, I think that's probably semantical. But we will continue to invest dollars going forward to take dollars out of the business. So I wouldn't want to specifically commit to a dollar amount per year. I think we mentioned for 2021, we're investing an additional $20 million on top of the 2020 restructuring program. That's probably a good starting point. But if there are projects out there with returns, we potentially could invest more than that. If there aren't projects in any particular year, it could be a little bit lower. But I think that $20 million probably is a good starting point. And as it relates to R&D, I'll pass it on to Rob.

Yes. And Nicole, as part of our stated strategy, and we talked about it on the road show, we plan to take R&D up to 6%. Innovation is our vector of differentiation and will allow us to get that margin expansion, and there's a lot of adjacent areas that we can participate in. So what we expect, while you've seen a fairly large ramp to catch up to that 6%, we expect 6% of revenue going forward to be in the R&D space so that we can be that innovative leader and look at other adjacencies as well. We expect that will produce long-term results over time. R&D does take a little while. Some of our products in the channel space will see benefits within the year. Some of the larger projects we see within 12 to 18 months. But we're very excited about the opportunities that we have more R&D projects, I would say, than we have funding. Our collaboration efforts have proven to be successful with the colocation and hyperscale allowing us to design in and drive a better margin profile.

Nicole, this is Dave, just kind of maybe putting the two points together. At the end of the day, we're sticking with our strategy to grow sales and hold fixed costs constant. And that creates a lot of room for both margin expansion and reinvestment. So we still plan on doing both, not just in '21, but long into the future.

Got it. And then just for the follow-up, what have you guys embedded for pricing for 2021? And I guess further to that, is the expectation that you can offset recent raw material inflation with pricing? Or is there any sort of price/cost headwind embedded in the guidance?

Yes. Nicole, it's Gary Niederpruem. So I would say, if you reflect back on pricing for 2019, we had a pretty good year. I think we've told everybody we were about $20 million still positive. In 2020, we were somewhere in that $15 million to $20 million range. And our expectation is that for '21, we will have positive price as well. Certainly, some headwinds coming from commodity and inflationary aspects all around the globe. But we feel pretty good about where we sit right now to continue passing price along. Whether it's going to be in the same range of what we're able to do in '19 or '20, not quite sure just yet, but we'll certainly be on the plus side of that equation from where we sit today.

The next question comes from Scott Davis of Melius Research.

I didn't hear anything and didn't expect to hear anything on M&A in your prepared remarks, but it's worth asking the question. You're delevering pretty quickly. Is there an opportunity to start to play offense perhaps on bolt-ons and perhaps even stuff that's a little bit larger than what you've historically looked at?

Sure. Scott, thanks for the question. Our stated strategy and what we've talked about when we were out raising the pipe was we do have a robust list of potential targets that could be nice bolt-ons for adjacencies or completing a global product line. We'll continue to look at those. And if it makes sense, it hasn't been our first priority. Our first priority was to pay down debt and look at acquisitions as something as opportunistic as they come. And like Dave Cote has always said, they don't always present themselves when we want them to, but we continue to look and follow and track those companies that we might be interested in. But again, it isn't our first priority to go out and buy something. We do like the optionality that we have today, with the strengthening of our liquidity, to be able to look at various things, but we just have to take those as they come.

Okay. Fair enough. Just to clarify on capital spending, when considering your expenditures, is the focus more on expanding new capacity or upgrading and improving IT spend on existing capacity?

Yes, this is David. I would categorize it into three different areas, though not equally. We are continuing our investment in IT, including launching an ERP system in the Americas in 2021, which will require ongoing capital. Operationally, this accounts for just over a third of our total spending, with some of it going toward maintenance as well as the restructuring we announced last year. The capital expenditures will be more concentrated in the latter half of 2021, and we expect to see benefits from this in 2022. The final area relates to Vertiv Product Development and our R&D efforts, which we estimate will continue at around $20 million to $25 million going forward. Overall, as I mentioned to Jeff, the $95 million for this year is likely somewhat higher than usual. However, most of this spending is investment-related, indicating a return rather than just ongoing maintenance capital expenditures.

Your next question comes from Nigel Coe of Wolfe Research.

So just curious on the switch from EBITDA to EBITA, effectively. Does that map to a way you're changing internally in the way that you're measuring and compensating execs internally, or is it just like a change in presentation for us folks? And I do think that some investors are struggling to compare like-for-like. So just on that regard, it looks like it was about $70 million of expenses that would have been added back in FY '20, stock-based comp, transformation costs, and restructuring, those are three buckets that I can see. Can you just confirm that, even a ballpark, that would be helpful?

Yes, this is David. So Nigel, what I can say is that the way we report to the Street is going to be exactly the way we scorecard ourselves internally. So we had used adjusted EBITDA for internal basis for measuring and compensating. And we are definitely transitioning that to adjusted operating profit as well. On a go-forward basis, if you were to look at 2021, adjusted operating profit versus what we had included for adjusted EBITDA for '21, so the $660 million versus the $575 million, that difference is simply depreciation. So on a go-forward basis, effectively, what we're doing is holding ourselves accountable. For capital spending and the resulting depreciation going forward. So of course, I think a lot of the confusion comes looking at the historical and some of the historical adjustments. But going forward, the only difference between adjusted EBITDA and adjusted operating profit is going to be that depreciation. And of course, very critical is not having any adjustments going forward. So we're holding ourselves fully accountable for any expense that hits the P&L. And the only adjustment from GAAP is going to be that intangible amortization.

Right. But what I'm saying, the specific part of that question was, if we were in FY '20, just so that investors can compare like-for-like and get an underlying incremental margin, it looks like $70 million of costs are being fully absorbed in your FY '21 plan that would have been added back ordinarily. Is that the right direction?

I think that sounds reasonable. If we look at some of the points I mentioned regarding Slide 13, we will incur $25 million in stock compensation costs in 2021. This was considered a historical add-back in 2020. Additionally, we have approximately $25 million in IT-related expenses that we have historically added back, which are implementation costs for new projects. So that totals $50 million right away. The extra $20 million you mentioned appears to be related to restructuring expenses. Comparing it to the $70 million of historical add-back from the third quarter of last year, that too would typically be treated as an add-back. Therefore, if that's how you're arriving at the $70 million, I agree with that calculation.

That's exactly right. That's helpful. And then a quick one on the $65 million worth of investment spending. Where does that take R&D? I know R&D targets a specific percent of sales, but where does that mark-to-market R&D as a portion of sales in 2021?

Yes, we will be filing our 10-K on Monday. Our R&D expense for 2020 was $230 million, which represented approximately 5.2% of our sales. The $65 million figure mentioned earlier is roughly split evenly between R&D and growth initiatives. If we account for an additional $30 million in spending, our guidance for next year of $4,775 million would increase R&D as a percentage of sales to nearly 5.5%.

Your next question comes from Amit Daryanani of Evercore.

I guess I have two as well. First off, when I think about the $65 million of incremental expenses in calendar '21 that have been made, can you just talk about how you think about payback on these investments? Do I think about Vertiv inherent growth being better in the calendar '22 out-years? Or do I think about a step-up in conversion margins? How do I think about that payback on these investments over the next few years?

Sure, Amit, it's Rob here. We have indicated that while some projects take longer to develop than others, the rationale behind our investments is to surpass overall market growth. By exploring new product categories, we aim to achieve growth at 1.5 times the market rate. This growth occurs over time. For channel-type and IT-based products, we usually see a return on investment within 6 to 12 months. For larger projects, such as bigger UPS systems or thermal management units, the payback period is typically 12 to 18 months. Although these larger products can take longer to launch globally, they will ultimately enhance our ability to exceed market growth over the coming years.

Got it. As a follow-up, when considering your hyperscale colo customer base, do you believe you are currently over or under-indexed in terms of market share in that area? What steps can you take to increase your market share over the next few years?

Certainly. We often combine colocation and hyperscale, as we've mentioned before. Outside the U.S., hyperscalers generally collaborate with colocation companies for their data center projects, while in the U.S., they tend to develop their own facilities. There’s potential for growth in both areas. Looking at our overall market share, we believe we can expand, and our collaborative approach with customers to design products will help us gain additional share. We experienced some significant wins in converting colocation companies we hadn't previously engaged with in 2020, indicating ample room for growth. As global expansion occurs, these opportunities will become more evident. Currently, we do not sell our complete product range to all hyperscalers, which indicates further opportunities for improvement. Whether it involves larger battery backup systems, more substantial STS, or additional power distribution, we are not at saturation and can continue to grow our market share. This is a key reason we are heavily investing in research and development.

Your next question comes from Lance Vitanza of Cowen.

First off, the revenue performance and the revenue guidance relative to the industry growth that you've discussed in the past suggests you're taking significant market share. So my question is, where exactly are you seeing these gains? Is this mostly from taking business away from the smaller companies that we necessarily haven't heard of? Or are you also taking share from the Schneiders and the Eatons of the world?

Great question, Lance. This is Rob. I would say it's a combination of both. When we look at some of the share gain we're seeing, there are definitely many smaller regional players that we compete against. Our global presence and the ability to fill some product gaps have allowed us to capture some of that share. However, when it comes to Eaton and Schneider, our competition varies by region, and their competitiveness changes accordingly. Generally, we believe we are growing in both cases and taking some market share. Reviewing channel statistics on the IT side, while many competitors faced declines, our overall decline in 2020 was less severe in some instances, indicating we gained some share there as well. It's really about our presence in the channel and in the colocation and hyperscale markets.

Great. Okay. And then my other question is actually with respect to Slide 13. I wanted to focus on this 26% projected increase in adjusted operating profit. I mean, that's the metric that we're going to be looking at going forward. So I think that's where we want to focus. And I guess the question is, what should we think the potential there is for that kind of growth to be sustained beyond 2021? And I'm not asking for guidance, but I'd love to get your thoughts there. And if nothing else, perhaps we could talk about the $40 million of COVID savings that are sort of being restored in 2021. Well, clearly, that, I would think, that's not going to be recurring in '22 and beyond. On the other hand, it does sound like the growth in the R&D investments are going to continue to increase for the next several years. But that being said, I mean, how should we be thinking about kind of that 26% growth? Is that their anomaly or just indicative of what the earnings potential is for this business?

Yes, this is David. I'll take a shot and then ask Rob to comment as well. So one thing that I do want to reaffirm for everybody on the call and all investors and analysts is that we are still fully committed to the margin improvement goals that we have talked to historically. So just because we're switching to adjusted operating profit from adjusted EBITDA, it doesn't change the intermediate and long-term goals that we have for margin expansion. Now we will have to recalibrate. So I think we historically have talked about getting to 17% adjusted EBITDA. And I think an equivalent number for adjusted operating profit is somewhere between 15% and 16%, but we're committed to using 16% for that intermediate goal, and there's no reason we can't get to 20% in the long run. So I think we've used that as kind of the long-term hurdle. That has not changed with this transition to adjusted operating profit. And so I think that very much works into your question about the future expectations for adjusted operating profit growth. Certainly, we see the growth in adjusted operating profit being enhanced and growing with the top line. So as long as we continue to grow that top line in above market while expanding margins, there's no reason, mathematically, that we can't continue similar growth going forward.

Your next question comes from Andrew Obin, Bank of America.

David Ridley-Lane on for Andrew Obin. I wanted to ask about what your guidance assumes around the services revenue, given that you're still having site access issues here in, I guess, January and February?

I'll start by addressing that, and then David can add more. We will keep handling the challenges posed by COVID, particularly concerning site access. However, we expect to see growth in our services revenue year over year as part of our overall growth strategy. The impact of COVID is unpredictable, but we have managed to adapt quite effectively. There are various challenges and hotspots we will have to navigate occasionally. Nonetheless, we anticipate growth in our services for 2021 as included in our plans.

Got it. And then as a follow-up. Maybe could you talk a little bit more about what you're seeing in the enterprise space? What are the areas that you're seeing the improved demand and what's still weak?

Yes. I would say it's going to be by industry vertical, right? We're still seeing, of course, travel and entertainment being one that hasn't recovered. I'm not sure when that will recover. Certainly, other verticals like retail, big-box stores, we've seen the spending begin there as people continue to compete for that kind of e-tail local distribution. Certainly in the financial vertical, we see spending beginning to pick up there in the financial space. And then the other areas of positive signs are around education and government spending would be the other ones that we would see from there. So while some sectors are down, in general, those are kind of the areas that we're seeing some bright spots in today.

Your next question comes from Mark Delaney, Goldman Sachs.

Yes. First, just hoping to dig into the demand environment a little bit more. The company reported very strong backlog growth of at least 32%, and that's now at a high level. As you're thinking about the backlog into 2021, do you think you're going to be able to sustain backlogs at this type of a high level or perhaps even grow it? Or would you think you're potentially going to work the backlog down a little bit this year?

Mark, I'll start and then I'll let David come in. We're seeing and continue to see strong demand both in Q3 and Q4. If you listen to both hyperscale and colocation, their business is going quite well, and that's a big driver in driving our backlog on projects. I think our global expansion, what we're seeing in China in the telecom side of things. Certainly, India now has come on the radar map for hyperscale and colocation. So I guess what I'd say is we expect upper single-digit growth in the order rates and expect to continue to see that to happen.

That's helpful. And my follow-up question was on the channel opportunity. And Rob, you mentioned a few times throughout the call about some strength that you're seeing in that market begin to materialize. Is that more a function of the macroeconomic environment and some of those types of customers coming back? Or would you attribute it as well to some of the company-specific efforts that Vertiv has underway to better penetrate those channel customers?

Yes, that's a great question, Mark. I believe the improvement can be attributed to our execution, the programs we’ve implemented, and the new products we've launched. We have some distinctive offerings in our power distribution sector, particularly with our lithium-ion products, which we have aggressively made available. Some of the targeted programs are starting to yield positive results. While we still saw a year-over-year decline, there have been noticeable improvements from quarter to quarter. We feel confident that we are moving in a positive direction with our new product introductions and the programs we’re providing. We have also streamlined our partner portals to make it easier for our customers to engage with Vertiv. We're applying this successful strategy globally, including in Europe, which is still catching up, as well as in other regions like Asia and China. This is an essential part of our strategy, and while it takes time, we are committed to an organic approach, believing that our current strategy and trajectory will ultimately deliver the results we desire.

Your next question comes from Andy Kaplowitz of Citi.

Can you give us a little more color into the continued strength you're seeing specifically in EMEA? You've been talking about working on some large colocation projects for a while now. Do these projects continue through '21? And I know in the past, you've talked about regional data sovereignty driving growth. So how sustainable are these trends there? And what else is going on in the region that's leading to such good performance in EMEA specifically?

Absolutely, Andy. And great catch on the EMEA side of things. What we see typically with hyperscale and colo is typically rushing to various parts of the world. And so there'll be, well, let's say, maybe not as much spending in the U.S. going on or growth. We have seen that in Europe. And I firmly believe the data sovereignty, people want data centers in their country, governments want that data there. They don't want it filling in data centers in the U.S. nor in China. So I think there's a lot of build-out. If you take just look at the number of data centers, number of cellphone users, number of broadband access in Europe versus what you've got in the U.S., I think we have a lot of runway ahead of ourselves as it relates to Europe and the builds that still have to happen there. The Brexit thing has driven lots of data center builds in parts that we didn't think were necessarily going to happen. So we continue to see strength, I think, over the next couple of years in the European side of things. We have taken some share there. We've had some new customers that we haven't traditionally done business with in the past. So the customer acquisition has been good there. But I'll tell you, if you look at globally, I'm pretty excited about, whether it's Europe or Middle East and Africa, South America, again, a lot of chatter and talk in India around colocation and hyperscale finally coming there. They're so underserved. So I think we've got a lot of runway in other parts of the world, plus what's still happening here in the U.S. Not that the U.S. isn't going to grow, it's going to continue to grow. But I think we'll see outside, Europe is leading the way now. But I think you'll begin to see some of the Asia countries, and certainly, India begin to pop up on the radar screen as a nice area. So all in all, I look at the next several years as we've got a fairly healthy market in front of us.

Very helpful. And then actually following up on Asia Pac. Just in terms of margin, you've talked about some margin pressure there coming from product mix, timing of large projects. How should we think about the margin progression going forward? Do large products start to ramp and that will help your margin there? You've talked about supply chain stresses, does that hurt you in Asia Pac? Any more color would be helpful.

Yes. I'll start off there. And then, David, if you want to come in over the top. I would say, in general, we're probably weighted more towards the telecom side of things in parts of Asia Pac. And that tends to be kind of lower than fleet average margin that we see as we continue to drive innovation and invest in innovation specifically in China, we expect to be able to get paid for that innovation as we go forward. So we're certainly focused on getting that closer to the fleet average. But there is a mix difference as it relates to the types of products we're selling there today. So channel is going to be an important part of our success there. And specifically, China, I think is the driver from a margin perspective as it relates to areas of focus, being more local and driving that local innovation is going to be an important part of what we're doing in 2021 and beyond.

No, I think you captured it well, Rob. There is a lower margin associated with some of the larger projects, but we have positive factors from a mix perspective due to both the channel and initiatives aimed at expanding services. We are not counting on mix to significantly enhance margins going forward. We expect it to remain relatively flat, but there is a possibility it could actually provide some benefits.

There are no further questions at this time. This concludes our question-and-answer session. I'd like to turn the conference back over to Rob Johnson for any closing remarks.

Thank you, operator, and I'm going to close the call by thanking our 20,000 employees around the world for working hard every day to take care of our customers. We appreciate everyone's time today. Please stay safe, and we look forward to speaking with you again soon. Thank you very much for your support.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.