GE Vernova Inc.

Good day, ladies and gentlemen, and welcome to GE Vernova's conference call to discuss the acquisition of Prolec GE, as well as GE Vernova's third quarter financial results and outlook. At this time, all participants are in a listen-only mode. My name is Liz, and I will be your conference coordinator today. If you experience issues with the webcast slides refreshing or there appears to be delays in the slide advancement, please hit F5 on your keyboard to refresh. As a reminder, this conference is being recorded. I would now like to turn the program over to your host for today's conference, Michael Lapidus, Vice President of Investor Relations. Please proceed.

Welcome to GE Vernova's conference call today, where we will start by discussing the planned acquisition of the remaining 50% of ProLect GE, and then cover our third quarter 2025 earnings results. I'm joined today by our CEO, Scott Strasik, and our CFO, Ken Parts. Today's remarks include GAAP and non-GAAP measures, including standalone forecasts of the Prolec GE joint venture, reconciliations of GAAP to non-GAAP measures, and related information, REN or Form 10Q, press releases, and presentation slides available on our website. Our Prolec GE comments reflect expectations for the transaction and the joint venture's business, cost, and revenue synergies from the transaction, and capital allocation plans. Unless otherwise noted, year-over-year changes in orders, revenue adjusted in segment EBITDA and margin are on an organic basis. We will make forward-looking statements based on how we see things today. We may update these statements in the future, but undertake no obligation to do so. Actual results may differ materially due to risks and uncertainties described in our SEC filing. With that, let me turn the call over to Scott.

Thank you, Michael. We are excited to update you on our announced acquisition of the remaining 50% of the Prolec GE joint venture from our partner, Zygnus. We've partnered with Zygnus for 30 years to build a world-class transformer business. This is a business we know well and is an attractive acquisition for GE Vernova, consolidating a leading grid equipment provider that produces transformers to serve North American utilities, industrials, and data centers. While Kent will go into the details, we're paying $5.275 billion, plan to be funded 50% with cash and 50% with debt. We expect the transaction will close by mid-26. This acquisition fully aligns with our strategic and financial objectives. Prolec will further strengthen our capabilities in the grid equipment market, primarily for transformers in North America, but also, over time, beyond North America, accelerating the growth trajectory of our fastest-growing segment, electrification. The acquisition is immediately accretive to EBITDA before synergies. We are confident in the cost synergies and expect to drive revenue synergies over the medium to long term after bringing Prolec fully into GE Vernova. This transaction is also consistent with the disciplined capital allocation strategy discussed at our December 24 investor update, where we highlighted our commitment to fund organic growth, return at least one-third of cash generated to shareholders, and execute on targeted M&A like this transaction, which aligns with our core and adds to the electrification product solution we can deliver to customers. Turning to slide five, we expect Prolec to generate $3 billion in revenue this year at strong EBITDA margins of 25%, making this a margin of creative business to GE Vernova overall. Prolec is focused on producing transformers across most high, medium, and low voltages, with approximately 10,000 employees across seven sites, including five in the U.S. and one in Mexico, which is USMCA compliant. Prolex's largest product offerings is power transformers, which many energy-intensive customers rely upon, including data centers. While GE Vernova sells transformers internationally, This joint venture sells almost all of its volume to U.S. customers and is the exclusive way we've delivered transformers into North America. We value our relationship with Cygnus, our partner in the Brolek GE venture, and the management team at Prolek, and are excited to build on the 30-year foundation built to date. Turning to the next slide. Customers should clearly benefit from our full ownership of Prolec GE. We anticipate being able to streamline the customer experience by fully integrating Prolec into GE Vernova's commercial activities and product development. This transaction removes existing contractual limitations and creates an opportunity to better serve customers in North America and across the world. Prolac is investing in its factories to meet the increasing need for transformers. For example, in North Carolina, a recently announced expansion is already underway, and Prolac has also completed expansions in Louisiana and in Mexico. Not only are there further opportunities to expand capacity at Prolac sites, we also expect to incorporate our lean culture into how we operate these facilities. Lean has helped GE Vernova expand capabilities in places like Charleroi, which makes circuit breakers outside of Pittsburgh, a facility where we are doubling output and adding jobs. We expect to drive attractive outcomes over time at the Prolec facilities. Longer term, we see a real potential to increase volume and improve lead times from executing on disciplined capacity additions and leveraging our global footprint. We also expect to integrate parts of Prolec with GE Vernova's existing businesses, and not just with our growing switchgear and transformer businesses within grid solutions, but also grid automation, which will help customers in the monitoring and performance management of their assets. Prolec also expands our product offerings within distribution transformers to customers outside of North America. We have talked recently about our expected higher R&D next year to develop and deliver more product to data centers and going beyond the transmission substations we provide today. Prolec will help deliver an even more robust range of product offerings. Today, GE Vernova's electrification segment focuses primarily on transmission technologies, and Prolex North American factories could provide an opportunity to produce HVDC transformers locally. Moving to slide seven, we've discussed the attractiveness of the electrification equipment market. In North America alone, we're seeing significant investment in electrification, where we expect our combined serviceable addressable market to grow at approximately 10% compounded growth rate, doubling in size by 2030. There are three primary drivers increasing demand for grid investment. First, electricity demand is increasing from expanded electrification needs, data center growth, and rising digitization levels. There is also a need for increased grid stability and flexibility, especially as more distributed resources come online and as voltage or frequency support becomes even more critical. Reliability is paramount, and maintaining reliability requires modernizing aging infrastructure. Finally, we see growing demand from the energy transition and increased national security interests. I'll hand it over to Ken to walk through the financial details.