Good morning. My name is Brika, and I will be your conference operator today. At this time, I would like to welcome everyone to the Vertiv's Second Quarter 2025 Earnings Conference Call. Please note that the call is being recorded. I would now like to turn the program over to your host today, Lynne Maxeiner, to begin. Please go ahead.

Great. Thank you, Brika. Good morning, and welcome to Vertiv's second quarter 2025 earnings conference call. Joining me today are Vertiv's Executive Chairman, Dave Cote; Chief Executive Officer, Gio Albertazzi; and Chief Financial Officer, David Fallon. We have 1 hour for the call today. 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. You can learn more about these risks in our annual and quarterly reports and other filings made 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'll 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 investors.vertiv.com. With that, I'll turn the call over to Executive Chairman, Dave Cote.

Good morning, everyone. I have to say, I'm pleased with how well we've performed midway through 2025. We continue to outperform and deliver strong results. Gio and the team are executing very well, continuing to build a strong track record of financial performance. And our investments in R&D and capacity are paying off today as planned and positioning us well for the future. The transformation at Vertiv continues to accelerate, and I am more excited today than I've ever been about what is ahead. We're in a digital revolution that's got a long way to go, and data centers remain fundamental to all of it. Our global scale and technology leadership aren't easily replicated, and we keep widening that gap. We maintain our proven strategy of driving growth through both organic expansion and strategic acquisitions to extend our market leadership. Our recent Great Lakes acquisition announcement showcases our disciplined approach to deploying capital where we see clear strategic benefits and value-creation opportunities. Our M&A pipeline remains robust. And we'll continue to take this same approach, moving decisively when we find opportunities to enhance our technology leadership, engineering capability, global capacity and overall growth profile. Our ongoing investments in ER&D and capacity expansion ensure we stay ahead of market demand, while delivering the innovative solutions our customers expect. This digital age is just getting started, and Vertiv is poised to capitalize on the massive long-term opportunities. With that, I'll turn it over to Gio to walk through the details of our performance and outlook. I'm confident he and the team will continue to execute at a high level and deliver value for our shareholders.

Thank you, Dave, and welcome, everyone. Thank you for joining us today. We go to Slide 3 now. I am quite pleased with what we have delivered in Q2. Our adjusted diluted earnings per share was $0.95, approximately 42% up from second quarter 24%, primarily driven by higher adjusted operating profit. Our organic sales grew a very robust 34% year-on-year, with strong performance in the Americas, up in the mid-40s, and APAC up in the mid-30s. EMEA delivered high single-digit growth. For the first time, we surpassed $3 billion in orders this quarter. Well, not bad at all. This is certainly promising in terms of long-term trajectory. Q2 orders were up approximately 15% from Q2 '24, and certainly not an easy comp, and up 11% sequentially from 1Q '25. Our trailing 12-month organic orders growth was 11%. Our Q2 book-to-bill ratio of 1.2x is particularly encouraging. We continue to build backlog at very high levels. Momentum in our business is accelerating. Our Q2 adjusted operating profit was $489 million, up 28% year-on-year, driven by higher sales. Our adjusted operating margin of 18.5%, in line with guidance, is approximately 110 basis points lower than the prior year. This was primarily driven by the net impact of tariffs. Our updated guidance takes into consideration tariffs active on the 28 of July, reflecting a moderate improvement in the tariff situation compared to our Q1 guidance. The temporary costs of the supply chain and manufacturing transition to a tariff-optimized footprint are higher than we initially estimated. We're also experiencing some temporary costs to deliver a steeper growth than expected and some executional challenges in EMEA. We expect all these factors will significantly moderate during the year, and we believe they will be materially resolved by year-end. For Q3 and for the full year, we are raising our investment in ER&D and in growth compared to prior guidance. Our second-quarter free cash flow of $277 million, though lower on a year-on-year basis, corroborates a strong cash generation trend, with adjusted free cash flow of $542 million in the first half, a robust growth of 24% year-on-year. This performance was driven by our improved operational execution, resulting in higher adjusting operating profit. We are raising the full-year adjusted free cash flow guidance to $1.4 billion. Our disciplined financial management is reflected in our strong balance sheet with a net leverage ratio of just 0.6x at quarter-end. We are raising our full-year 2025 net sales guidance by $550 million to $10 billion. We expect organic growth to be approximately 24% for the full year. We're also raising our full-year adjusted diluted EPS guidance to $3.80 or 33% higher than the prior year. We are taking our adjusted operating profit guidance to just under $2 billion at the midpoint. So 2025 is shaping up to be a strong year. With that, we move to Slide 4. Our TTM orders' organic growth and our sequential orders growth, both at 11%, are testament to Vertiv's strong momentum in the market, particularly considering very strong orders in second quarter '24. Our backlog stands strong at $8.5 billion, up 21% versus the prior year and 7% sequentially from Q1, supporting our increased guidance for the year. Our price is aligned with our expectations. We are seeing robust pipeline growth across all regions, well balanced across our portfolio. And remember, these are tangible quoted opportunities. In EMEA, while 2025 full-year net sales are expected to be flat compared to 2024, we are seeing sequential growth in the orders pipeline, providing optimism for 2026 and beyond. The regulatory environment is becoming more conducive to AI infrastructure investment, reflected in our customer discussions and pipelines. While we are on the topic of orders, let me briefly explain a change in how we'll communicate orders. As we have consistently said, orders in this industry can be lumpy, and this lumpiness can sometimes create unnecessary stock market reactions for Vertiv. Beginning on our Q4 and full-year 2025 earnings call, we will provide projected full-year orders rather than quarterly orders and backlog information. We believe this better aligns with how we run our business. We will provide updates on the full-year projections quarterly as we progress through the year and as we deem necessary. Let's now move to the right side of the slide. The tariff situation remains quite dynamic and fluid, with the tariff perimeter changing frequently. And this can create inefficiencies in the playbook and execution as we adjust to a changing landscape. This guidance is based on the tariffs in place on the 28 of July. We are vigorously executing tariff countermeasures. We believe tariffs will be materially offset exiting 2025. We are deliberately increasing spending in engineering and R&D, capacity, and go-to-market to fuel growth. We are fine-tuning our supply chain as suppliers accelerate their localization efforts to address the tariff situation. Our supply chain resilience is helping us well. As growth accelerates, our capacity expansion strategy continues to be two-pronged: strategic manufacturing and service investment ahead of anticipated growth, capacity liberation through Vertiv operating system productivity improvement.

Perfect. Thanks, Gio. Turning to Slide 6. Let me walk you through our second-quarter results. Starting on the left, another strong quarter for earnings growth with adjusted EPS of $0.95, which is up 42% from last year. That’s primarily driven by higher adjusted operating profit and lower net interest. Once again, we delivered strong organic sales growth of 34%, almost $300 million above prior guidance. And compared to last year, Americas was up 43%; APAC up 37%; and EMEA, still influenced by a lag in AI infrastructure build, was up 7%. And as Gio stated, pipelines across all three regions continue to grow nicely, including EMEA. Our adjusted operating profit of $489 million was up 28% from last year and $54 million higher than guidance. Our adjusted operating margin of 18.5% was down 110 basis points from last year but in line with guidance, with the year-over-year decline primarily driven by tariffs, as expected. Now based upon operational leverage from the much higher volume, it would be reasonable to expect adjusted operating margin to be higher than the 18.5% actual and guide. However, as Gio mentioned, we experienced higher-than-anticipated operational efficiencies and execution challenges in the quarter in support of significantly higher volumes in addition to higher-than-anticipated supply chain and manufacturing transition costs to mitigate tariffs. We expect some of these factors to continue in the third quarter but be materially resolved by the end of the year and as we enter 2026. As implied in our full-year guidance, we expect fourth-quarter adjusted operating margin to be more than 23%, keeping us on track with our targeted 25% full-year adjusted operating margin by 2029. And finally, on this page, adjusted free cash flow was down $60 million from last year's second quarter, primarily due to favorable trade working capital timing last year. But year-to-date adjusted free cash flow is up 24%. And as you will see in a few slides, we are raising our full-year guidance by $100 million to $1.4 billion.

Well, thank you, David. Thanks a lot. We go to Slide 10. So some key thoughts here to wrap up. Growth is certainly ongoing, and it is here to stay. We have demonstrated the ability to meet our customer needs and to gain market share, delivering a 30% sales growth in the first half of '25. While this has required accelerated investment in engineering and R&D capacity and go-to-market, we are aligning execution to this speedier growth rate. We are vigorously addressing the temporary margin challenges. This has my and my team's full attention. I'm confident we will see constant improvement. We have raised 2025 guidance for adjusted diluted EPS, net sales, AOP, and adjusted free cash flow. The speed of technological evolution isn't abating and the industry is changing quite dramatically. We're driving this change and helping to shape the future of data center infrastructure. Lastly, let me highlight two particularly exciting developments that demonstrate our technology leadership and innovation in the market. Let's start with our collaboration with CoreWeave, which showcases Vertiv's position at the forefront of AI infrastructure. With CoreWeave and Dell, we're the first to launch and deploy NVIDIA's GB300 NVL72. This follows our head start with GB200 NVL72 reference designs. Our infrastructure offering is always at least one GPU generation ahead, which is absolutely critical for our customers. And let me continue with our collaboration with Oklo. With the data center industry keenly focused on accessing the increasingly large sources of power, power generation, our collaboration with Oklo is about making access to advanced nuclear power plants easier. Working on power and thermal reference architectures tailored to Oklo's great advanced nuclear power plant technology, we will enable this to happen at scale and in ways that significantly enhance the overall data center efficiency. These collaborations demonstrate how Vertiv is actively shaping the future of the data center infrastructure, working with innovative partners to solve the industry's most pressing challenges while maintaining our focus on efficiency, reliability, and sustainability. I conclude by saying that the industry is effervescent, optimistically intense in driving acceleration. We are raising our full-year guidance, and we are confirming our long-term margin objective. We are making sure we continue to lead the industry forward through this acceleration for the years to come. With that, let us start the Q&A session. And over to you, Brika.

The first question comes from Steve Tusa with JPMorgan.

So just on the margin side, I think you're going to be exiting the year at like a mid-30s incremental margin, which I think is relatively something that we would target, I think, over the long term that you guys have talked about. I know you're continuing to invest every year, and there's always some incremental friction as you're delivering at this rate, which is pretty dramatic. But is there any reason why we wouldn't think about '26 as a more normal year on margins given your kind of easy comps in that exit rate?

Certainly, the direction of growth coming out of 2025 is encouraging in terms of the long-term trajectory. I expressed in the script my belief that our long-term margin objectives are on point. I believe that aligns closely with our vision for the future, Steve.

Your next question comes from Amit Daryanani with Evercore.

I guess I was hoping, Gio, you could spend a little bit of time on the strength that we're seeing in both your backlog and orders right now. And maybe just touch on two fronts. One, are you seeing a shift in the duration of your orders right now? Or maybe you can talk about the range of what that order book of backlog looks like? That would be really helpful. And then secondarily, can you just touch on the diversity of this backlog? You mentioned CoreWeave, I think, at the end of your comments, and certainly, the neocloud seem to be ramping up in a much bigger way. So I'd love to just understand how do you view the duration of this backlog and then also the customer diversity that's perhaps starting to happen over here.

Amit, I will take this as one question, let me put it this way. So two aspects of your one question. One is the, what is the duration? And what is the mix in terms of time frames of our backlog and pipeline? Backlog is pretty much similar to what we have seen historically. There is no kind of either a dramatic elongation or dramatic shrinkage of the backlog. If anything, what we see, and it's quite reassuring, we like it, is that some of our customers would like to have staff earlier, and there is an appetite for us to deliver, if you will. When we can deliver, and we can deliver, as we have demonstrated in the second quarter, we are increasing the customer base that is ready to receive. That's a good sign for the industry as a whole. When it comes to orders, let's say, top pipeline more than orders, because orders and, what I said, backlog is pretty much like-for-like, it's the same, when the order is received. In the pipeline, we have a little bit of an elongation, which is a positive elongation. Don't think about anything that distorts the shape between, for example, what is six months, next six months or next twelve months vis-a-vis beyond the next twelve months. But there is a little bit more elongated visibility. But again, nothing that dramatically changed the shape. We have a nicely kind of actionable pipeline that supports our growth ambitions.

We now have Jeff Sprague with Vertical Research Partners.

I want to ask a couple of unrelated questions. First, regarding tariffs and inflation, given the current strong demand, do you feel you have the ability to fully recover tariffs? We're discussing a slight delay in processing the order backlog and converting it to sales. Also, Gio, could you address the concerns from a couple of weeks ago about AWS working on a liquid cooling application? How does that fit into your business strategy?

Well, I really have a hard time, Jeff, reconciling these two questions into one. So let me start from the AWS one. In general, think in terms of hyperscalers having certainly a very strong opinion on how they want their infrastructure to be. Now no two hyperscalers have the same behaviors. No two hyperscalers have the same design philosophy. But certainly, with every single hyperscaler, you usually have a very strong relationship, and you have to be involved in the technology that very often, together with them, is developed. So I don't want to overelaborate on the specific case because I'll let AWS talk about that. But in general, think about us being always connected with hyperscalers. And as I said several times, it's very important to be in the labs with them, to have our engineers and their engineers working together. And that will bring good things about that could be kind of a customization of products that are in our portfolio or us working on the technology exactly the way they want it. So I don't think there should be any scare. This is not an anomaly in the way the market works. And we are here to scale with our hyperscale customers. We are here to co-engineer with them.

We now have a question from Nigel Coe with Wolfe Research.

Gio, I'll keep this to one question. Can we discuss win rates? There’s a lot of speculation about the shift to liquid cooling and new competitors. I'm curious how your win rate, especially regarding AI infrastructure, compares to the last two or three years. Additionally, is there any shift in how hyperscalers are procuring equipment? I'm wondering if a system-wide approach is gaining traction over requests for proposals for specific components.

So in general, we will not go in the details of win rates for AI infrastructure, not AI infrastructure. Remember that already probably a year ago, we were saying, hey, being too analytical about what is AI, what is not AI is false precision. But in general, we see good stability in our win rate. Now we should go product line by product line, we should go BU by BU. But in general, when we see things in aggregate, we have stability of win rates, which is, of course, you combine win rates and pipeline, specifically a good sign. And we don't see a dramatic way or any significant way in which hyperscalers go about procuring their infrastructure component or their solutions and systems.

We now have Scott Davis with Melius Research.

I would like to explore the operational inefficiencies in more detail. Gio, could you explain the root causes of these issues? Are they primarily related to typical factors like premium freight, overtime labor, and extra shifts, or are there other challenges you're facing while increasing capacity, such as sourcing components and tooling? A bit more detail on where these inefficiencies are occurring would be appreciated.

Yes, I believe it's a combination of factors. We've discussed this as we've gone through the slides. I like to consider it in three aspects. First, there is a transition related to tariffs. We’ve talked about setting tariffs in a stable environment, but moving from one supply chain and manufacturing footprint to another that is more aligned with these tariffs requires new sources and sometimes new certifications. This also involves shifting backlogs between locations, leading to inefficiencies. While we can mitigate some of this, other aspects are unavoidable. Additionally, considering that we are experiencing 34% growth, these factors compound the challenges we're facing. There are additional costs associated with premium freight due to the tariff reconfiguration. Overall, it's likely a mix of both issues. Importantly, the normalization of these two elements—the tariff transition and the rapid growth—is occurring as we increase capacity and refine our operational strategies to align with this higher growth trajectory.

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

So one of the things that sort of came up last quarter during various channel checks is that there are a lot of teething pains on liquid cooling systems in the industry. And I would guess that this sort of bodes well for service contracts. And any color or commentary on growth rates for thermal service contracts or liquid cooling? Because I think at the Analyst Day last year, people have sort of thought that this could be an attractive growth opportunity for Vertiv.

Yes, thank you, Andrew. If we consider the cooling aspect, as I mentioned during the slides, the level of integration and compatibility between a liquid cooling system and a multimillion dollar rack is significant. The technology is complex in terms of calibration and balancing. We are fully convinced that our service capabilities are truly making a difference in deploying liquid cooling at scale, which is a critical factor, as well as throughout the life cycle of the liquid cooling system. So, yes, we firmly believe that liquid cooling is beneficial and will positively impact our growth in thermal services and contracts, which we expect to remain strong in the future.

We now have Michael Elias with TD Cowen.

Just curious, as you think about the evolution of what goes into the data center, i.e., increasingly looking at taking a medium voltage directly to the rack and rack density is getting up to 1 to 2 megawatts per rack, how do you think about your current product footprint? And any ways that you need to evolve your offering in order to keep pace with the evolution inside the data center?

Thank you, Mike. This is definitely something that is happening and is clearly outlined in our road maps. Just as we saw the thermal or cooling infrastructure evolve, which is still ongoing, the power side will also continue to evolve. You may have heard us support NVIDIA's initiative for higher voltage power distribution in general, and this will impact the entire power infrastructure. Our portfolio is evolving, and we are pleased with the strong relationships we have with key players, whether in silicon or hyperscalers, as we work together to define the future for the next few years and align our technology. Higher voltage DC power leverages our extensive experience in DC power technology. This evolution on the power side is even broader. As data centers become more self-sufficient in power generation, which is a notable trend, we will need to orchestrate the power infrastructure from generation all the way to inside the rack.

We now have Nicole DeBlase with Deutsche Bank.

I just had a question on margin. So the guidance implies like a 10 basis points year-on-year decline in margins in the third quarter, and then a pretty big step-up to like over 200 basis points of expansion in the fourth quarter. So probably a question for David. But can we kind of walk through some of the puts and takes that give you guys confidence in that step-up?

Yes. I think it's two things, Nicole. Number one is the benefit of operational leverage. And you can get our exact Q4 numbers in the appendix, but there's over $200 million increase in sales expected in Q4 versus Q3. So that definitely provides the benefits of operational leverage. And the other bucket is simply addressing the operational inefficiencies and execution challenges that we've seen in Q2 into Q3. Once again, we believe all of these should be resolved in Q4. So it may be oversimplifying things, but I think those are the two buckets that drive the improvement from Q3 to Q4.

We now have Amit Mehrotra with UBS.

Gio, at the beginning of the call, you mentioned that the regulatory environment for AI infrastructure is improving, which is showing in your pipeline. Can you provide more details on what aspects of the environment are getting better? Additionally, I understand you're cautious about discussing orders, but you've shared insights on trailing 12-month orders and the expectations surrounding them. As we move past these tougher comparisons, it seems there is potential for those orders to increase again. I'd like to know if you would be open to discussing that further.

Another case of very clear two questions these guys do as one. So let me address the regulatory environment and be patient with me. So this is in general true. If we think about the U.S. environment, of course, we see a lot of attention from the administration for the sector. It's not just a sector in terms of data center itself, but elements that are then conducive very much to data center growth that is all around power and power grid and power generation. So that's what I referred to. But also my comment was a little bit oriented towards EMEA, where we see national government, the EU, but also places like the U.K., they're more aware of the importance and the strategic importance of AI. So that is slowly, as we said, slowly, but surely, starting to head in the right direction.

We now have a question from Chris Snyder with Morgan Stanley.

I wanted to ask on gross margin. We have obviously come under some pressure here in the first half, after a period of very healthy expansion. Is this only a function of tariffs and some of the inefficiencies discussed earlier? Or are there also headwinds from whether it be mix or new technologies ramping, i.e., liquid cooling? When you guys look at the backlog, is the expectation that gross margin return to expansion in Q4 and that kind of helps provide that operating lift? Or is that still a little bit further out?

I'd like to add a couple of points. We're excited about the new technologies, which support our value proposition and our margin narrative. As we've mentioned, there are factors related to tariffs and operational inefficiencies that we've previously discussed. Those are the primary components. Regarding margins, specifically the backlog margin, while we don't delve into those details, we do consider the margin in our backlog when providing general guidance.

We now have the next question from Andy Kaplowitz with Citigroup.

Gio, I think in the past, you said that the market and Vertiv are trending toward the high end of your 15% to 17% growth CAGR for hyperscaler and colocation revenue growth to '29 and your 12% to 14% growth for Vertiv. But given the recent order momentum, are we thinking that growth could be even higher, modestly higher rates, especially given you're seeing a broadening of AI spend, I think, in the sovereigns or enterprise? Or do you say the order ramp has been more what you've been expecting, maybe just slightly faster?

I think it's too soon to consider any corrections or changes to our market growth expectations. It would be premature to speculate. We are pleased with the current market demand. Regarding the growth range for hyperscaler and colocation, which was 15% to 17%, we are likely leaning towards the upper end of that range. As always, we are monitoring the market and evaluating margins. While it is early to make definitive statements, we are indeed capturing market share, and we are satisfied with the current trajectory.

We have a question from Mark Delaney with Goldman Sachs.

You said you expect to generate about $1.4 billion of free cash flow for this year and plan to use about $200 million for the Great Lakes acquisition. Can you speak to your priorities for the rest of the free cash flow and if you expect M&A to become a more regular part of your capital allocation framework from here?

Thank you, Mark. M&A plays a significant role in our capital allocation strategy and overall value creation model. We've been clear about this, and we're pleased with our recent announcements. It remains a key focus for us, and we have a robust process along with an active pipeline. While it's too early to predict specifics, we are open to opportunities when the right conditions arise. I'm very pleased with the enhanced capabilities of our operations in this area.

Our final question comes from Noah Kaye with Oppenheimer.

Gio, you talked at DCD earlier this week about the trend towards modular and prefab solutions as really accelerating. And I would love to understand to what extent your backlog has started to remix in that direction and perhaps whether we can tie that trend to the demand acceleration you're seeing.

Well, thank you. That is certainly a trend that we see. We know that the industry needs speed, and speed in construction is paramount, full success for our customers. But also, as I said several times, this is a construction industry. And if you have to build very, very complex systems like data centers on-site, at speed, then there certainly are challenges, shortages, manpower, skilled labor shortages, and surely things can be done better in a prefabrication setup and mode. So yes, we see an acceleration in the modular business. Don't think of the modular business as something else from what we do. For us, the modular business is prefabricating a lot of our technology. So we're not just a regular kind of integrator. We indeed are absolutely not an integrator. We are prefabricating the technology that we own. And that makes a big difference. So it's not like, oh, thermal is going down, power is going down, and prefabrication is going up. No. It is really integral, is almost like a wrapping around in our technologies and one that can create a lot of value to our customers. Thank you for your questions and for joining us today. I want to express how excited I am about the future of Vertiv. We have shown our ability to achieve strong growth and profits, even in a complex operating environment. I’m pleased with our progress, but I’m always striving for more. The market opportunities ahead are significant, fueled by the accelerating digital transformation and the growing demand for data center infrastructure. We believe Vertiv is well-positioned to take advantage of this opportunity with our comprehensive portfolio, strong customer relationships, and execution capabilities. I want to assure you that my team and I are focused on delivering for our customers and investors. The future looks very promising, and I eagerly look forward to this journey together with you. Thank you, and enjoy the rest of your day.

Thank you. This concludes today's conference call. Thank you all for attending today's presentation. And you may now disconnect.