Emerson Electric Company

Good morning, and welcome to the Emerson Fourth Quarter and Full Year 2022 Earnings and Climate Technologies Announcement Conference Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on your telephone keypad. To withdraw your question, please press star, then two. Please note, this event is being recorded. And now I'd like to turn the conference over to Colleen Mettler. Please go ahead.

Good morning, everyone, and thank you for joining us to discuss our Q4 and full year 2022 earnings and an exciting milestone in our portfolio transformation. Today I am joined by President and Chief Executive Officer Lal Karzambai and Chief Financial Officer Frank Dellaquilla for the presentation. Also here with us is our Chief Operating Officer Ram Krishnan. I encourage everyone to follow along with the slide presentation, which is available on the investor page of our website. This presentation and responses to questions may include forward-looking statements, including the company's outlook for the remainder of the year. Information on factors that could cause actual results to vary materially from those disclosed today is available on Emerson's most recent annual report on Form 10-K as filed with the SEC and subsequent SEC filings. After our remarks, we will hold a Q&A and appreciate you limiting your questions to one. With that, I will now turn the call over to Emerson's President and Chief Executive Officer, Lal Karzambai.

Thank you, Colleen. Good morning, and thank you for joining us today. Please turn to slide four. Allow me to begin by saying that I'm very proud of Emerson's global team for the results delivered in 2022. Thank you. we had a strong finish to the results in 2022, with underlying sales growth of 9%, operational leverage of 36%, and adjusted EPS of $5.25, representing a 16% increase over prior year. As we'll discuss during today's call, most importantly, we have a strong outlook for 2023, supported by end market growth and excellent operational execution. Shortly after becoming CEO in February of 2021, we embarked on an ambitious journey to accelerate value creation for Emerson shareholders. This required a bold, transformational agenda inclusive of culture, portfolio, and execution. Alongside our board of directors, we underwent a comprehensive assessment of Emerson's portfolio and identified potential new market segments for investment. We designed the path forward based on a vision to create a pure play automation company. Today, we achieved a significant milestone in this portfolio transformation by announcing the sale of a majority interest of the climate technologies business to Blackstone. Emerson, going forward, will be a unique automation company with a cohesive, higher-growth portfolio exposed to diverse end markets and aligned to the world's secular trends, including digital transformation, sustainability, energy security, and nearshoring. We have ample room to invest both organically and through disciplined capital deployment in M&A to build automation capabilities along our technology stack, which is industry-leading and is composed of intelligent devices, control, and software, serving leading customers in process, hybrid, and discrete industries. We will do this while maintaining our commitment to return cash to our shareholders. through share repurchase and the dividend. In 2023, we enter our 67th consecutive year of increased dividends per share. I'm excited and cannot think of a better time during my 27 years at Emerson to be optimistic about our future. To provide more details on our results, I'll now turn the call over to Frank.

Thank you, Lal, and good morning, everyone. Please turn to slide five. As Lal mentioned, the fourth quarter was a strong finish to a very good year. Underlying sales grew 12 percent with automation solutions at 13 percent and commercial and residential at 10 percent. Segment EBITR margins improved by 260 basis points on 54 percent adjusted EBITR leverage excluding Aspen Tech. Within the total segment margin improvement, Automation solutions improved 190 basis points year-over-year, and commercial residential improved 250 basis points. Operational performance was exceptional, with incremental margins exceeding 50% in both platforms. Price realization accelerated in the second half of the year, peaking in the fourth quarter as both businesses delivered on the price plans we communicated on previous calls. In particular, commercial residential realized more than 10 points of price in the second half, driving sequential improvement in leverage and margin. Adjusted earnings per share of $1.53 grew 16%, including a 4-cent contribution from Aspen Tech, and despite a significant currency headwind, 5 cents in the quarter, that will continue into 2023. Orders continue to be solid, up 6% in automation solutions and 7% in commercial residential on a three-month roll. Automation solutions backlog was reduced by $400 million in the quarter, but remains robust at $5.8 billion and supports our sales outlook for 2023. Aspen Tech contributed $251 million of sales in the quarter at nearly 33% adjusted EBITDA, in what is typically a seasonally low quarter for the business. Please turn to slide six, and we'll review the full year in more detail. We believe we delivered excellent financial performance in 2022, despite widely known operational and geopolitical challenges. Underlying sales were up 9 percent, meeting our full-year guidance. Adjusted segment EBITDA improved 140 basis points for the year, with incremental margins of 36%, well ahead of our 30% target. This performance was enabled by favorable product and geographic mix, focused cost management, and the ongoing benefits of our cost reset program, mainly in automation solutions. That program, which we initiated in 2019, achieved its goal of 24% adjusted EBITDA for Emerson a year earlier than planned. Portfolio actions, primarily the addition of Aspen Tech, added 50 basis points to the margin improvement. Adjusted EPS was $5.25, up 16% versus prior year, exceeding the high end of our guidance by 10 cents. Free cash flow was down 20% versus the prior year, mainly due to higher working capital from strong sales growth and supply chain constraints that we experienced throughout the year. Nonetheless, Free cash flow conversion was nearly 100% for 2022 after adjusting for the impact of non-operating items, divertive and TOD gains, and the exit from Russia. Turning to the business results, automation solutions underlying sales were up 7% for the year. Demand for the year played out much as we anticipated, and the business delivered excellent profit performance despite ongoing electronic component challenges. Traditional process markets gained momentum as the year progressed, while hybrid and discrete markets remained strong throughout. Each of these markets grew in the mid to high single-digit range. Underlying sales were led by 14 percent growth in the Americas and 11 percent growth in China. Automation Solutions adjusted EBITDA, improved 190 basis points versus the prior year with 70 percent incremental margins. Commercial and residential solutions underlying sales grew 13%, including 10 points of price realization. The business delivered the price actions we committed for the second half and drove favorable price cost. Sales were supported by climate technology's broad-based demand in North America and Europe. Tools and home products growth moderated as the year progressed, but profitability was cushioned by continued price realization. Adjusted EBITR margins for commercial residential ended the year at 20.9%, down 70 basis points as expected, but with significant improvement in the second half, largely due to achievement of the planned pricing actions. Aspen Tech contributed $656 million of sales at 38% adjusted EBITR. Commercial initiatives and business integration are proceeding as planned. And as a reminder, 2022 financial results include a full year of Emerson's two contributed businesses and Heritage Aspen Tech results from the closing date of May 16th, 2022. Please turn to page seven for the EPS walk. As I said, 2022 adjusted EPS was 525, up 16%, driven primarily by operations, which contributed 68 cents. Non-operating items and share repurchase each contributed 3 cents. We are very pleased with our 2022 financial results, which were achieved in a challenging environment. Now I will turn it back to Lal to provide his perspective on the significant portfolio announcement we made this month. Thank you, Frank.

Please join me on slide nine. Our portfolio journey has been guided by a clear roadmap to transform Emerson into a pure play automation company. And today marks a significant and definitive step on that journey. Our announcement to divest the majority interest in climate technologies to Blackstone is a milestone transaction for Emerson with compelling financial benefits. Emerson will monetize the majority of our climate technologies business on an attractive valuation of 12.7 times 2022 EBITDA. providing approximately $9.5 billion of upfront pre-tax cash proceeds to invest in growth. The transaction structure also enables additional cash proceeds from the future exit of our non-controlling ownership. With the exit of Climate Technologies, we are creating a company with a cohesive portfolio, higher growth, and profitability. Our leading technology and software will be positioned to capture secular growth trends in digital transformation, sustainability, decarbonization, and nearshoring. The proceeds from the divestiture will focus on strategic automation acquisitions that will strengthen our business and diversify our end market exposure and to return capital to shareholders. We are excited about the long-term value creation opportunity this transaction unlocks, which we will spend time discussing in a moment. Before that, I'll have Frank go over the details of the transaction and timing.

Thanks, Lal. Please turn to slide 10. Before I walk through the highlights of the transaction structure, I'd like to provide some background on the decision process that brought us to this point. When management and our board made the decision to transform Emerson into a pure play automation company, we began a rigorous analytical process with our external advisors to determine how to divest climate technologies in the most efficient and value-creating way for our shareholders. We explored the full range of alternative transaction structures to accomplish a separation, weighing all the relevant factors, including valuation, complexity of execution, timing, and where we are in the market cycle for both the business and for public equities. We are confident the sale to Blackstone under the terms I will describe in a moment provides the best execution for our shareholders, achieving an attractive multiple with certainty in an unsettled financial market environment. The upfront proceeds enable opportunistic capital deployment in the near term, while retaining meaningful upside in the potential of the business under Blackstone's control. Together with our sale of Insinkerator at a multiple of 18 times EBITDA, which is expected to close today, we can assure you that we are intently focused on maximizing the value of these world-class businesses most efficiently in the current market environment. With that as background, I will go through the headline elements of the transaction. Emerson will sell a majority stake in its climate tech business to Blackstone, valuing the business at $14 billion, representing a 12.7 times multiple on 2022 EBITDA. In addition to the pre-tax cash proceeds of approximately $9.5 billion, Emerson will also receive a note of $2.25 billion at closing and will retain a 45% common equity non-controlling interest in a new joint venture, that will own climate technologies. The upfront cash consideration will be funded by $5.5 billion of fully committed debt financing and $4.4 billion equity contribution from Blackstone, including both common equity and convertible preferred. The entity will continue as a joint venture between Emerson and Blackstone until its sale or IPO, at which time Emerson would receive additional cash proceeds from its note and ultimately from its 45 percent common equity ownership. Climate technologies will be managed by Blackstone, and Emerson will not be responsible for the operation of the business post-closing. The transaction is expected to close in the first half of calendar year 2023 upon satisfaction of customary closing conditions. Our management team is working to identify the actions required to right-size our corporate and platform functions. These actions will be sufficiently implemented by the time we close this transaction, eliminating any stranded costs that would have resulted from the sale. In addition, management is working on actions to streamline the corporate and platform structure consistent with our new scale, targeting approximately $100 million of run rate savings by the end of 2024. Additionally, Emerson is selling ownership of the St. Louis, Missouri Headquarters Campus to the joint venture. Terms include a three-year leaseback with an option to extend an additional two years. During that time, Emerson will undertake a comprehensive assessment of potential headquarters locations, including in the St. Louis area, based on the company's long-term interests. With that, I'll turn it back to Lal for additional insights.

Thank you, Frank. Please turn to slide 11. Climate Technologies is a leading $5 billion global manufacturer of HVACR compression products, related solutions, and controls. The business has leading positions in its segments and upside potential, but is not aligned with our strategic vision for Emerson as a cohesive automation portfolio serving higher growth markets. Blackstone has a strong track record of growing businesses, and we are confident climate technologies will continue to thrive under their ownership. Please turn to slide 12. Today's announcement is certainly our largest step, as I mentioned previously, but there were many others along the way. The work required creativity, and I am proud of what we have achieved in a very short time. We've invested approximately $9 billion in intelligent automation technology and software. This includes our recent acquisitions of Fluxa and Mita Technique and our 55% ownership of Aspen Tech and its announced acquisition of Micromine. These companies accelerate Emerson's growth profile, profitability, and end market diversification into areas like renewable power, life sciences, and metals and mining. We've also realized approximately $18 billion in gross proceeds from divesting non-core and slower growth assets at attractive valuations like climate technologies, incinerator, and thermal disk. Turning to slide 13, this transformation positions Emerson as a $14 billion automation leader with an attractive growth profile, diverse end markets, and leading technology. Emerson has the most complete portfolio of intelligent devices, control systems, and software in the industry. This includes 13% of our sales from software, inclusive of Aspen Tech, representing a leading percentage among industrial peers. These differentiated solutions and our expertise help customers solve their most complex challenges, including optimizing operations, protecting personnel, reducing emissions, and achieving sustainability goals. Emerson is able to do this across a broad and diverse set of end markets within process, hybrid, and discrete, and on a global scale. Turning to slide 14. These end markets are experiencing key secular growth trends, as I mentioned earlier, and these are aligned with many of the world's most pressing challenges. First, through digital transformation programs, customers are spending more on sensing and data, software, digital twins, and other intelligent solutions to gain more visibility into their operations. As we discussed during our Aspen Tech transaction announcement, we continue to see our customer share of wallets shift towards software and digital solutions. Next, as the world pushes to net zero, sustainability and decarbonization investments are growing at a rapid pace. This includes the decarbonization of existing infrastructure through optimization, energy efficiency, and emission reductions projects. It also includes the introduction of new energy sources like clean fuels and hydrogen. Lastly, near-shoring trends around the world have widespread effects on many industries. Underpinning each of these secular growth drivers is the need for increased automation, creating an incremental, prolonged investment period for the solutions that Emerson provides. We look forward to discussing these organic, growth programs at our investor conference in November. I'll now turn the call back over to Frank for more details on Emerson moving forward.

Thank you, Al. Please turn to slide 15. This slide highlights Emerson's enhanced financial profile on several key metrics as we become a focused automation business. The transformation Law discussed will position Emerson to increase its through-the-cycle growth rate to mid to high single digits from historical low single-digit levels. Benefits from the pervasive secular growth trends that Lal mentioned and an emphasis on innovation will be important factors in this transformation. Our more concentrated exposure to these growth trends, our management process, and right-sized fixed cost structure will drive higher levels of profitability reflected in expected incremental margins in the 35 percent range. Structurally, Emerson's new portfolio will have higher margins based on increasing software content and high margin recurring aftermarket and subscription revenues. Emerson will be less capital intensive at approximately 2% of sales, and cash conversion will continue to be strong at approximately 100% of net income. Please turn to slide 16. We want to reiterate our commitment to a disciplined capital allocation strategy that balances growth with return of capital to our shareholders. The proceeds received from the climate tech and incinerator divestitures will enhance our ability to drive internal growth programs and expand our portfolio while continuing to provide robust cash returns to our shareholders. Driving organic growth will be a priority as we invest to accelerate innovation, through new processes and higher R&D spend focusing on breakthrough technologies. Our balance sheet capacity will enable us to pursue strategic acquisitions in defined automation verticals to accelerate growth and enhance end market diversity. And we remain committed to providing meaningful cash returns to our shareholders through our dividend and share repurchases. We announced this morning that in 2023, we will increase our dividend for the 67th consecutive year, and we intend to repurchase $2 billion of our stock during the fiscal year. Please turn to slide 17. We believe this transaction is a critical step in the process of unlocking value for our shareholders. This slide walks through the multiple levers that we believe support value creation potential. First, and importantly, is the value of the new Emerson, a company that benchmarks favorably against our automation peers in terms of growth outlook, profit margins, free cash flow conversion, and software content. The second lever is our controlling ownership position in Aspen Tech, a premier industrial software leader whose market cap has increased 40% since we closed the transaction on May 16th. As a part of Emerson, Aspen Tech enables significant strategic benefit to our business through the synergies we have discussed in the past and also provides a high multiple vehicle for further investment in industrial software. Third is the approximately $10 billion in cash net proceeds from the divestitures of Climate Tech and Insincorator, which enables capital deployment at scale for organic growth in M&A and return of capital to shareholders via share repurchase. Finally, This transaction structure allows us to retain a non-controlling investment in climate tech through both our $2.25 billion note and $2 billion in common equity, which will be monetized over time, providing additional resources for strategic investments. We believe all of these factors result in a compelling story supporting shareholder value creation. I hope you can see why we and our board are excited about this transaction and and the value potential we believe it will unlock for Emerson shareholders over time. Now, please turn to slide 19, and we'll discuss the outlook for 2023. We intend to report climate technologies and Sincorator and ThermoDisc financial results as discontinued operations, starting in the first quarter of 2023. This slide includes the 2022 reported results I discussed a few minutes ago on the left side. On the right side are the components of the reported results that will comprise our continuing operations in 2023. The continuing operations data for 2021 and the first quarter of 2022 are also included in the appendix for your reference. Continuing operations consist of automation solutions, Aspen Tech, and our safety and productivity business, which is a rebrand of the core capabilities of our professional tools business after the insincerator divestiture. We will provide guidance for 2023 continuing operations, and that is how we will communicate about our business in the future. Also, we are in the process of determining the reporting segments for our new automation-focused business, and we plan to provide additional information on segments at our Investor Day on November 29th. If you would, please turn to slide 20. We continue to see strong market dynamics in 2023. Process, hybrid, and discrete markets are all expected to grow mid to high single digits. Specifically, LNG, hydrogen, and clean fuels will all benefit from energy security, resiliency, and sustainability trends. Life Sciences continues to be a growth opportunity for Emerson as ongoing investments support drug, vaccine, and medicine development. We expect 2023 to be another strong year for our discrete business, coming off accelerated growth in the previous two years. We continue to be optimistic about the long-term prospects for discrete, especially within semiconductor, electronics, and EV manufacturing markets. From a world area perspective, we expect America's growth to continue to be strong, led by energy investments. European growth will likely lag, as demand resulting from the energy crisis is expected to be offset from downside effects on our discrete and chemical businesses. We continue to keep a close watch on developments in China, but at this point, we still expect mid-single-digit sales growth in 2023. Please turn to slide 21. Expected strength in our key end markets together with our robust backlog, support our guidance for underlying sales growth between 6.5% and 8.5%. Acquisitions, mainly Aspen Tech, are expected to add another four points to reported growth, approximately offset by a currency headwind from the strong U.S. dollar, equating to negative 3.5 points of sales growth and approximately 9 cents of EPS headwind at current exchange rates. We remain committed to driving our business to mid-30s incremental margins through our operational execution with additional leverage from Aspen Tech. We expect adjusted EPS to increase from $3.64 in 2022 to between $4 and $4.15 in 2023, a 12% increase at the midpoint. Please note that the adjusted EPS guide does not include any interest income from undeployed divestiture proceeds, which could exceed $100 million at current interest rates if we close halfway through the fiscal year. Free cash flow conversion is expected to continue to approximate 100%. For the first quarter, we expect net and underlying sales to increase between 6% and 8%. Currency will be a substantial headwind in the first quarter, reducing sales growth by approximately six points, and earnings per share by about 3 cents at current exchange rates. Adjusted earnings per share is expected to be between 85 and 89 cents, a 10% increase at the midpoint. Before we head to Q&A, I'll pass it back to Lyle for some closing comments. Thank you.

Thank you, Frank. We hope you share our excitement about the future of Emerson and the tremendous value creation opportunities ahead. The climate technologies transaction marks the biggest step in our portfolio transformation to a cohesive high growth company. The $9.5 billion upfront cash proceeds from the transaction provides financial optionality as we look to strategically build out our leading automation portfolio. We are a great company and we will never rest on trying to be better. I'm excited about the future of Emerson. We look forward to speaking with all of you again at our investor conference in November, where we will share more about our ongoing value creation strategy. Thank you for joining us today.

Thank you all. We will now turn it to Q&A. As mentioned at the top of the call, we will ask that you limit your questions to just one. With that, I will turn the call over to the operator.

Thank you. Thank you. We will now begin the question and answer session. And to ask a question, you may press star, then 1. on your touch tone phone. If you're using a speaker phone, please pick up your handset before pressing the keys. To withdraw your question, please press star, then two. At this time, we'll pause momentarily to assemble our roster. Our first question comes from Andy Kaplowitz from Citigroup. Please go ahead.

Good morning, everyone. Congrats on the deal.

Good morning, Andy. Thank you.

Well, so I know it's early, but maybe you can give us a little more color into how you'll use the $10 billion of cash you'll have post the transaction. You talked about spending $2 billion on share purchases, but you can talk a little bit more about the priorities for spending the cash. Is Aspen spending number one on that list? And any more color you could give us on the new growth pillars that you'll talk about in a month?

Yeah, no, Andy, certainly. Obviously, the $2 billion share repurchase is very important. But equally important is our discipline that we put in place around M&A. The work that I described alongside our board to identify four priority industry segments is very important. I'll go into a lot of detail when we meet in November at investor conference on each of those four segments. But I will say that work continues, is underway as we speak. And in potential activity in the segments. So we'll, you know, what I can tell you about each and every one of those is they're consistent with the automation stack. They're consistent with our perspective that we need a higher growth and end market diversification within our business. And I think we'll have a good discussion about that when we meet.

Appreciate it.

Thanks, Andy. The next question comes from Andrew Obin from Bank of America. Please go ahead.

Hi, yes, good morning. Good morning. Good morning, Andrew. You know, I know you guys are going to have an analyst meeting, but I'm still going to probe on use of proceeds. You know, you've sort of stated that – well, not stated, but my understanding was that you would have a plan for deploying the capital if you were to monetize the assets, and you have been – very active monetizing the assets. So I just want to understand the visibility on the funnel that you have because, you know, you have plenty of capital. You know, if I think what's available, you know, there's a private company that doesn't want to sell. You know, there was a target that didn't want to sell that was public. So I'm just wondering, you know, sort of seems like you're looking for a sizable target in automation space. And just what does the funnel look like? Thank you.

Thanks, Andrew. Obviously, I know you want me to start listing names of companies. I can't do that. Clients would love it. As I've said, Andy, so a couple things. Number one, clearly we're looking for sizable opportunities in large markets. There has to be relative strength in market position for it to be relevant and impactful to the Emerson shareholder. We're looking for exposure and higher growth. We're looking for profitability and differentiated technology. And we certainly are going to be very diligent on the alignment to the technology stack and automation solutions. So those are the guiding principles. And I will tell you the funnel is robust. It's very active. And our team in M&A, led by Ram and Vincent Cervella, are doing a great job with it.

Thank you. Thank you.

The next question comes from Steve Tusa from JP Morgan. Please go ahead.

Hey, guys. Good morning, and congratulations. Thank you, Steve. Good morning. Yeah, busy start for you. Well, congrats on that. First of all, can you just walk us to the $14 billion valuation? It's, like, not quite clear to me how you guys are getting to that just based on the numbers you've given, like what kind of leverage the – you know, the JV will have. And, you know, the structure is just a tad bit, not 100% crystal clear.

Sure. Steve, good morning. This is Frank. How are you? Good. So there is a, you know, to get to the $14 billion, basically you've got about $4 billion, $4.3 billion being contributed by Blackstone in the form of common equity and the convertible preferred. You've got $5.5 billion of third-party senior debt, basically bank debt, and debt from other parties. So if you add that up, you get to the including our pick note, $2.25 billion pick note, and our retained contribution, our retained equity, you get to $14 billion. And we can walk you through the exact numbers, but that's how you get there.

Okay, and then just the tax implications on an after-tax basis, and then just one quick follow-up.

Sure, so the upfront proceeds on an after-tax basis we expect will be around $7.8 billion. Okay. 95 pre-tax, about 7.8 after-tax on the upfront proceeds.

And then one last one on the guide. The underlying orders are up about 6%, I guess, for the core kind of A&S business. You're trending at about that number exiting the year, but you're guiding to something higher than that. I mean, what's giving you the confidence that that actually accelerates? Is that just backlog conversion going forward? And how do you expect these orders to trend as that lead time kind of normalizes? Thanks.

Yes, Steve Rahm here. Good morning. Yeah, you're spot on. I think underlying order is around 6%, and then we've got $5.8 billion plus of backlog in the automation business that will convert into next year. So we're pretty comfortable with the sales guide. Okay, great. Thanks a lot.

The next question comes from Josh Poker-Zawinski from Morgan Stanley. Please go ahead.

Hi, good morning, guys, and congrats on the deal.

Good morning, Josh.

Just maybe to follow up on the 23 outlook and with Steve's question, how should we think about that volumetrically? Because I would imagine of that six points of order growth that you had, you got a lot of price in that. You said you got about six points of price, I think, in the core business this quarter. Just wondering how we should think about, you know, for 23, and then how much of that backlog draw you're baking into the guidance?

Yeah, so, you know, from a price perspective, two to three points of price. The rest will be volume, and I think we've got the $5.8 billion of backlog is high for the automation business, so we'll have backlog conversion baked into the plan. So I would say, you know, 3% to 4% volume growth, rest price, plus the backlog drawdown.

Got it. That's helpful. And then this might be hard to pin down, but because Russia-Ukraine is so recent and takes a while for your customers to move their feet on this, does that have any, you know, appreciable uptick from these new energy investments or LNG that would be specifically done as a result of Ukraine, or is that still premature?

No, I think it's very active, Josh. The activity, particularly in Louisiana, Texas, and Mexico, is incredibly robust. The number of projects that have been engineered and are going through funding, and we're very engaged in through engineering contractors such as Bechtel, are of significance. And they're vastly in response to the energy security of Europe. And so we're pretty excited about what we're seeing right now.

Great. Appreciate the detail. Best of luck, guys.

The next question comes from Nigel Coe from Wolf Research. Please go ahead.

Thanks. Good morning. You guys are really busy. So congratulations on the deal. Thanks, Richard. I just want to clarify. Quick clarification now, first of all, you know, the 160 adjustment to continue operations, I'm getting about $0.10 or so of China cost, if you just maybe just confirm that. And then just take another crack at the proceeds. When you think about automation, I mean, how are you defining that? Is that more software-centric automation companies, or are you looking at more sort of install-based type of opportunities? Yes. And within the mix, you know, is buying in the minority of Aspen Tech a possibility, you know, in the many options? Is that even a possibility?

So I'll take parts B and C, and I'll turn it to Frank for the first part of your question, Nigel. So on Aspen Tech, we are in a two-year standstill, which we announced at the time of that transaction. So from that perspective, we are. We're going to continue to operate under the current ownership structure that we have, which we feel very comfortable with how that's working. Secondly, in terms of future automation investments and M&A, it's consistent across the stack. We'll continue to look at intelligent devices. We'll probe around the control system area. And then, obviously, you're absolutely right. There are opportunities around software as that market continues to move aggressively. Those investments... will occur predominantly within the Aspen Tech structure. But we'll look across the entire stack with an eye towards growth and diversification. Frank?

Yeah, hi, Nigel. This is Frank on Part A. I'm going to need you to help me out again with that question. I'm not sure I got it.

Yeah, okay. So let me correct this. Your adjusted continuing EPS is about 364, I think it is. which is about a 161 adjustment. So I'm getting about 130 contribution from CT, about 27 solution from Insignia Radar, and then 10 from somewhere else. I'm assuming that's trying to cost.

You know, in the ballpark, I mean, we'll have to come back to you on that. I don't have the pieces exactly on that right now, but it's close. You know, roughly in the mid-130s, as you walk across from As We Are to Continuing Ops for Emerald, and $0.25, give or take, between Insinkerator and ThermoDisc.

Okay. Thanks, Barry.

You're welcome.

The next question comes from Jeff Sprague from Vertical Research Partners. Please go ahead.

Congrats. Hey, Law, just wondering on tools, I guess – I heard it kind of framed as part of productivity solutions, which I guess maybe that could be an adjacency to automation of sorts, or how should we think about that particular piece of the portfolio?

Hi, Jeff. Good morning. Yes, we did rebrand the tools business as safety productivity, so you got that right. It is, as you know, what we're talking about here is a technology-driven industrial and commercial application. business at this point. So that's the way to think about it. There's a significant safety element around it and leverage within automation solutions, be it voltage detection, gas detection, which we do across that entire platform. Having said that, as you think broadly about the portfolio, we have accomplished a lot in a short amount of time. Our belief and our board's belief was that climate was the most significant move to unlock the potential But look, portfolio management will continue to be active across this company, but we're very excited about the progress that we've made to date.

And then maybe just to follow up, if I could, just again on the deal structure and the economics. At this EV and you guys pulling so much out up front, I'm just trying to think about with the note being a pick note and You know, you've got 45% of a highly leveraged entity. Just how you expect that back end to actually ultimately play out?

Hey, Jeff, this is Frank. Actually, we're very optimistic about the back end. The $2.25 billion pick note is senior in the cap structure, so we feel very confident that we're going to get paid out on that, on the accreted value at the appropriate time. so we have no concerns about that. And we think the prospects for the business are very good. So at the time that the monetization event occurs, we think that our common equity interest as well is going to be very good for us. And there's a cap on the leverage as well, so we feel good about where we are on the PIC debt and the cap structure and about the overall leverage and cap structure for the business. This four times leverage is what we have going in, and that is as high as it's going to go.

Great.

Thank you.

You're welcome.

The next question comes from John Walsh from Credit Suisse. Please go ahead.

Hi. Good morning, and congratulations.

Thank you, John.

Hey, it's come at it a couple of different ways, looking at the guidance for next year, but Maybe can you talk a little bit about the inflation side of the equation and maybe tie it all together on kind of a price-cost expectation for us as we go through next year, first half, second half, or however you want to talk about it?

Well, I think for us, we were green in the fourth quarter, and we expect to be green on a price-cost basis as we go into next year. Certainly, the automation business was green throughout last year, or 22, and so the expectation will be consistent. to expect to continue. And, you know, we're not going to give you exact numbers right yet. Possibly as we go into the year, we will. But I think you can bake in positive price costs for the automation business or Emerson continuing ops going into next year.

Great. I'll just leave it at the one and pass it along. Thanks.

The next question comes from Chris Snyder from UBS. Please go ahead.

Thank you. I want to follow up with a quick one on capital deployment. So the company has spoken a lot about further M&A on the automation side to build out the portfolio. You know, will the company look at deals, you know, over the near term, or should we assume that, you know, further M&A will come after deal close and the liquidity injection? Thank you.

No, look, you know, deals take time. Things take time to consummate. We're always working and building relationships and thinking about markets and studying markets. So it's an ongoing process for us. And whether it comes well aligned with close prior or shortly after, there may be some activity. But I can't predict timing, to be honest with you. Thank you for that.

The next question comes from Joe Ritchie from Goldman Sachs. Please go ahead.

Thanks. Good morning, everyone, and congrats. Thanks, Joe. Good morning. My first question, slide 13, just a clarification question. So software and control systems, intelligent devices, this is how you guys are going to be segmenting going forward. And then I guess within that, the old, like, tools and home products business is, like, roughly, what, like, $1.5, $1.6 billion in revenues, excluding Incinerator?

Yeah, correct. That's correct, Joe.

Okay, great. That's helpful. And then secondly, just Aspen Tech, I'd be curious, I think the – The implied, I guess, the EBITDA from this quarter was roughly, call it $80, $85 million. It's a little bit lighter than our expectations. I'm just, I'm curious, like, what's embedded in your guidance for 2023 for Aspen Tech EBITDA?

First off, I think, as Frank mentioned, this quarter is seasonally low for Aspen Tech, so I think the 33% EBITDA on the $251 million is consistent with our overall plan. Frank, I'll let you comment on what we have baked in from overall.

Yeah, I would expect, Joe, hi, this is Frank. I would expect we'll be in the mid-40s, 50s EBITDA percent over the full year for Aspen Tech. You know, it's very seasonal, and as Ram said, this is a low quarter, but the business is very profitable when it leverages.

Okay, great. Thanks, guys.

The next question comes from Brett Lindsey from Azuho. Please go ahead.

Hi, good morning. Congratulations.

Thank you. Good morning. Good morning.

I just want to come back to the operating leverage. So you're guiding mid to high 30s for the continuing ops in 23. Could you maybe just unbundle that in terms of height? We should think about the volume incrementals versus price, cost, and maybe any efficiencies that are getting ironed out for next year.

I think Rahm had voiced this correctly earlier. We expect somewhere around two to three points of price, the remainder of this coming from volume incrementals. And then that mid to high 30s on the leverage, that's a significant move up from our historical guidance, which has been at 30% on operating leverage. And we feel comfortable with this new portfolio to guide significantly higher.

Okay, great. And just a quick follow-up. I wanted to come back to the sales outlook, too. So it looks like you're guiding Q1 at 7%, full year 7.5% at the midpoint. So that does suggest you expect that rate of growth to build, you know, despite the comps getting a little bit difficult in the second half. Is this just backlog timing or something about mix we should be thinking about in the model?

No, it's primarily the timing of the backlog and how it comes through the conversion process. So we do expect some moderate acceleration as we go through the year.

I appreciate it.

Thanks.

The next question comes from Joe Odia from Wells Fargo. Please go ahead.

Hi, good morning. I wanted to ask on the pipeline of reshoring activity, and if you could go into a little bit more detail across the markets, maybe where you see the strongest opportunities there, things outside of batteries and semiconductors, and also just vis-a-vis kind of elevated macro uncertainty, whether you're seeing any some of that planning and how you're thinking about the sort of timeline around that pipeline?

No, great question. Thank you. In terms of nearshoring, I think you mentioned two very important ones, battery manufacturing and semiconductor. But the third that I would ask you to consider would be life sciences, particularly around drug reshoring, personalized medicine. We're seeing significant investments not just in the United States but in Europe. as that development and manufacturing comes in from Asia. In terms of the macroenvironment, I think the one caution I would express is Europe, and that is really around energy costs in Europe and the challenges particularly to energy-intensive industries, such as discrete or in the chemical industry, as examples.

Got it. Thank you. The next question comes from Nicole de Blasio from Deutsche Bank. Please go ahead.

Yeah, thanks. Good morning and congratulations, guys.

Hi, Nicole. Good morning.

Just a quick one on ASN market trends. So orders did slow a little bit this quarter. I'm sure comps is a big part of that. But if you could talk a little bit, Lal, or anyone about what you're seeing in the business with the key end markets, definitely oil and gas too. Thank you.

Yeah, no, good question. Yes, comps have gotten more challenging, clearly, but we have tremendous momentum in the business in terms of orders as we go into the year, particularly in North America. And that's really the big driver, which gives us, you know, even more confidence, Nicole, to guide aggressively as we go into 2023. The North America growth is driven by energy investments that I talked about earlier, particularly LNG investments. It's driven by sustainability in new energy sources, conversions of refineries into clean fuels, new hydrogen investments, and overall decarbonization work that's being done across multiple industries on the continent. And then secondly, the second category would be the near-shoring industries we just mentioned, semiconductor investments, life science investments, battery EV investments, drive a significant amount of that growth.

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