My name is Shelby, and I will be your conference operator this morning. At this time, I would like to welcome everyone to Veralto Corporation's Third Quarter 2023 Earnings Results Conference Call. I will now turn the call over to Ryan Taylor, Vice President of Investor Relations. Mr. Taylor, you may begin your conference.

Good morning, everyone. Thanks for joining us on the call. With me today are Jennifer Honeycutt, our President and Chief Executive Officer, and Sameer Ralhan, our Senior Vice President and Chief Financial Officer. Today's call is simultaneously being webcast. A replay of the webcast will be available on the Investors section of our website later today under the heading Events & Presentations and will remain available until our next quarterly call. A replay of this call will be available until November 10, 2023. Before we begin, I'd like to point out that yesterday we issued our third quarter news release, earnings presentation and supplemental materials, including information required by SEC Regulation G relating to any adjusted or non-GAAP financial measures. These materials are available in the Investors section of our website, www.veralto.com, under the heading Quarterly Earnings. As it relates to non-GAAP measures, I want to highlight that we are presenting adjusted operating profit and adjusted EBITDA on a standalone basis, including incremental standalone costs as estimated by management for all periods. We are also presenting adjusted diluted earnings per share, including incremental standalone costs and interest expense related to our new capital structure. Reconciliations of adjusted figures and all non-GAAP measures are provided in the appendix of the webcast slides. Unless otherwise noted, all financial metrics relate to the third quarter of 2023, and all references to variances are on a year-over-year basis. During the call, we'll make forward-looking statements within the meaning of the federal securities laws, including statements regarding events or developments that we believe or anticipate will or may occur in the future. These forward-looking statements are subject to a number of risks and uncertainties, including those set forth in our most recent SEC filings. Actual results may differ materially from any forward-looking statements that we make today. These forward-looking statements speak only as of the date that they're made, and we do not assume any obligation to update any forward-looking statements, except as required by law. And with that, I'll turn the call over to Jennifer.

Thank you, Ryan, and good morning, everyone. We appreciate you joining us for Veralto's first earnings call as an independent publicly traded company. The third quarter 2023 marks a significant milestone for Veralto as we successfully completed our separation from Danaher. We accomplished this in just over 12 months from the time of announcement, a truly remarkable achievement. During the third quarter, we filed our Form-10, issued our 2022 Sustainability Report and hosted our first investor event. At that event, we described key attributes that differentiate Veralto, along with our framework to create long-term shareholder value and our disciplined approach to strategic capital allocation. I'm proud of our team for their extraordinary effort related to the separation, while also driving solid operating execution in support of our customers. Through the first 9 months of this year, we delivered core sales growth of 3%, expanded adjusted operating profit margin by 50 basis points and converted 105% of that income into free cash flow. We ended the third quarter in a strong financial position with over $425 million of cash on hand and net leverage below 2x. Given our financial position and strong free cash flow profile, I'm pleased to share with you that we expect to announce a quarterly dividend of $0.09 per share in Q4 2023. We are off to a great start as a public company, and there is positive energy throughout Veralto. Our team is tremendously excited about the significant opportunities in front of us to create value for shareholders. Before we dive into the results of the quarter, I'll open with a brief overview of Veralto for those who may be new to our story. Veralto is a global leader in water and product quality with essential technology solutions, and a proven track record of solving some of the most complex challenges we face as a society. Our annual sales are approximately $5 billion, and we are organized in 2 reporting segments; Water Quality and Product Quality & Innovation, or PQI for short. Our Water Quality segment represents about 60% of total sales, and is positioned at the high end of the value continuum with leading brands in water analytics and water treatment. Our PQI segment represents about 40% of sales, and is a leader in marking and coding technology, as well as packaging design and color solutions. Across both segments, our key brands are leaders in their respective industries with long track records of innovation, commercial excellence and continuous improvement. Our global team is more than 16,000 strong, and we serve over 225,000 customers by leveraging our scientific expertise and innovative technologies to help our customers solve complex challenges. Our technologies and services play an integral role in our customer's operations and are typically used in production environments where the cost of failure is high. Approximately, 85% of our sales are tied to water, food and medicines. We help our customers ensure drinking water is pure, foods and beverages are authentic and medicine is safe to consume. Turning now to Q3. Our team delivered a solid quarter in a dynamic macro environment as we continue to face headwinds from broad weakness in China and lower demand for consumer packaged goods. Pricing remained favorable, but continues to moderate towards historical levels both sequentially and year-over-year as supply chains normalize and inflation flows. Additionally, we are proactively improving the efficiency of our cost structure, while maintaining a healthy cadence of R&D and growth investments. In the third quarter this year, we delivered $1.25 billion in sales, of which 59% were recurring. Core sales growth was 1%, following 11% core growth in Q3 2022, bringing our 2-year core growth stack to 6%, in line with our historical mid-single digit growth rate. Adjusted operating profit margin including incremental standalone cost was 22.4%, and adjusted EPS was $0.75 per share. Adjusted EBITDA was $290 million or 23.1% of sales, and we generated over $230 million of free cash flow, or 113% of net income. This performance reflects our ability to navigate a dynamic macro environment, and is a testament to delivering results with the Veralto Enterprise System. Looking now at core sales by geography. On a combined basis, core sales grew 3.5% in North America and 2.5% in Western Europe. In high-growth regions, core sales declined 5% due predominantly to weakness in China, where our core sales declined in the high-teens. In North America, our growth was led by Water Quality and highlighted by strong growth across our water treatment businesses with modest growth in water analytics. In water treatment, sales volumes at both ChemTreat and Trojan increased year-over-year, ChemTreat saw steady growth across industrial end markets and continue to win new customers through technical expertise and strong commercial execution. At Trojan, we saw good penetration of our UV systems at municipalities, along with strong growth from our mobile rental program at Aria Filtra, the former Pall Water brand. For PQI, core sales in North America declined 2.5% as modest growth in marking and coding was more than offset by a decrease in sales of packaging hardware and color equipment. In Western Europe, water quality delivered 5.5% core sales growth with PQI flat. In water, core sales growth was led by high analytical instruments and consumables, with Germany and France contributing the highest growth. At PQI, marking and coding sales were flat and modest growth in packaging design software was offset by lower sales of color equipment. When we look at high-growth markets, modest growth in Latin America, India and Eastern Europe was more than offset by the sharp decline of sales into China. In China, core sales for Water Quality were down high-teens, with PQI core sales down more than 20% year-over-year. These declines reflect broad weakness in China's economy. Looking ahead, we anticipate ongoing weakness in China and lower year-over-year volumes in global consumer packaged goods to persist. Despite these near-term headwinds, we remain confident in the attractive secular growth drivers for both Water Quality and PQI, and our ability to grow core sales in the mid-single digits over the long term. At this point, I'll turn the call over to Sameer for a detailed review of our third quarter financial performance.

Thanks, Jennifer, and good morning, everyone. I'll begin with our consolidated results on Slide 8. Third quarter net sales grew 3% on a year-over-year basis to $1.25 billion. Our core sales were up 1%. Currency contributed 1.5%, and acquisitions contributed 0.5 points to overall sales growth. We continue to execute well on pricing to mitigate inflationary pressures. Pricing contributed 3.5% to sales growth in the third quarter over the prior year period. You can see this benefit in our gross profit, which increased 4% on a year-over-year basis to $723 million. Gross margin was 57.6%, up 70 basis points from the prior year third quarter. Adjusted operating profit was flat year-over-year. Note that on an adjusted basis, both quarters presented here include incremental standalone costs. Adjusted operating profit margin was 22.4%, down 60 basis points year-over-year, primarily due to higher SG&A related to growth investments and labor cost inflation. We generated $232 million of free cash flow, representing 113% conversion of GAAP net earnings. Moving to the next chart. I'll cover the business segment highlights, starting with Water Quality. Our Water Quality segment delivered $772 million of sales, up 4% on a year-over-year basis. Currency was a 1% benefit. Core sales grew 3% year-over-year as compared to 16.5% growth in the prior year period, bringing the 2-year core growth stack for Water Quality to about 10%. Pricing contributed 5% to core sales growth in the period, offsetting the impact of lower overall volume. On a positive note, we drove increased volume in water treatment across ChemTreat and Trojan businesses, which was more than offset by lower sales volume in water analytics businesses, weakness in China across both municipal and industrial customers, representing the biggest impact. Adjusted operating profit increased 3% year-over-year with margins down modestly due to an increase in growth investments and higher labor costs. Note that adjusted operating profit for both periods presented here includes an allocation of incremental standalone costs. Through the first 9 months of the year, core sales in Water Quality are up 6%, with adjusted operating profit margin up 60 basis points, a strong 9-month performance. Moving to the next page. Our PQI segment delivered sales of $483 million in the third quarter, up 1% versus the prior year period. Currency was a 2.5% benefit, and acquisitions contributed 1% to the year-over-year growth. Core sales decreased 2.5%, reflecting the impact of lower demand for consumer packaged goods and weakness in China. Pricing was a 2% benefit in the quarter, partially offsetting the impact of volume declines across the product portfolio in the PQI segment. From a product perspective, core sales of marking and coding solutions were flat, whereas core sales of packaging and color solutions were down 7% on a year-over-year basis. Again, on a positive note, recurring sales for our marking and coding business were up about 5% year-over-year and 1% sequentially. Based on the customer insights, we believe destocking of consumables has largely run its course, and we're beginning to see signs of stabilization sequentially in some of the end markets of our marking and coding business. That said, we expect lower demand in broader consumer packaged goods markets in China to persist through the balance of the year. Over time, we are confident that we will return to our historical low to mid-single-digit growth rate for PQI. PQI's adjusted operating profit that includes incremental standalone costs for the third quarter was $110 million, and adjusted operating profit margin was 22.8%, down 80 basis points on a year-over-year basis. Improved pricing and benefits from cost optimization actions were offset by lower core sales volume and higher SG&A related primarily to growth investments and labor costs. Additionally, devaluation of the Argentine peso during the quarter had an unfavorable impact on PQI's adjusted operating profit and margin. Excluding this discrete currency impact, PQI's adjusted operating profit margin would have modestly improved year-over-year. Through the first 9 months of the year, core sales in PQI were down 1.5%, with adjusted operating profit margin up 60 basis points. Turning now to our financial position on the next page. During the quarter, we generated $243 million of cash from operations, and we invested $11 million in capital expenditures. As a result, free cash flow was $232 million in the quarter, or 113% conversion of GAAP net earnings. This quarter again demonstrates the strong free cash flow generation capabilities of our businesses. Note that we did not have any cash payments related to interest costs in Q3. Going forward, we'll have semiannual interest payments in the first and third quarter of the year. As of September 29, gross debt was $2.6 billion and cash on hand was $426 million. Net debt was just under $2.2 billion, resulting in net leverage of 1.8x. In summary, we strengthened our financial position during the quarter and have ample liquidity. This gives us flexibility in how we deploy capital to create long-term shareholder value. At our Investor Day, we discussed our financial policy and capital allocation framework. Conceptually, our framework is grounded in driving compounded earnings growth, while maintaining an investment-grade balance sheet. Our bias is to drive compounding growth in earnings and cash flow through investments in high ROIC organic growth opportunities, aligned with secular growth drivers in both of our businesses and strategic acquisitions that drive long-term value creation. Within our framework, we also maintain flexibility to return capital to shareholders. In line with this capital allocation framework, we intend to initiate a quarterly cash dividend of $0.09 per share, starting with the fourth quarter of this year, subject to approval by the Board of Directors with respect to each such dividend. Turning now to our guidance for the fourth quarter and full year. For the fourth quarter, on a consolidated basis, we expect core sales to be flat to down low single digits year-over-year. This assumes ongoing weakness in China across both segments. In our Water Quality segment, we expect core sales to be flat year-over-year with another tough comp, given 10% growth in Q4 last year. In the PQI segment, we expect core sales to be down low to mid-single digits. This decline is expected due to the ongoing weakness in consumer packaged goods end markets on a year-over-year basis. We anticipate adjusted operating profit margin in the range of 23.5% to 24.5%. That's about 100 basis points to 200 basis points better on a sequential basis. Our guidance for the adjusted diluted earnings per share is in the range of $0.79 to $0.84. Note that adjusted earnings per share excludes amortization expense, assumes Q4 tax rate of approximately 25% and reflects diluted shares outstanding of approximately 250 million. For the full year, we expect core sales to grow low single-digits on a year-over-year basis. This assumes mid-single-digit growth at Water Quality and low single-digit decline at PQI. And our adjusted EPS guidance for the full-year 2023 is in the range of $3.11 to $3.16 per share, assuming an effective tax rate around 25% and diluted shares outstanding of approximately 247 million. Our adjusted EPS guidance excludes amortization expense and includes incremental standalone costs and annual pre-tax interest expense of approximately $140 million. Despite the dynamic macro environment that Jennifer outlined earlier on the call, our teams remain focused on controlling what we can control to drive core growth and deliver on our targets for the fourth quarter.

Thanks, Sameer. In summary, we successfully executed our spin-off from Danaher and are off to a good start as a public company. Through 9 months this year, we have delivered 3% core sales growth, 50 basis points of adjusted operating profit margin expansion and 105% free cash flow conversion, solid operating results amid a dynamic macro backdrop. And yesterday, we announced our expectation to pay a quarterly dividend of $0.09 per share. Going forward, we are focused on delivering our commitments, driving continuous improvement and executing disciplined strategic capital allocation that creates sustainable long-term value for shareholders. In closing, I want to reiterate our long-term value creation framework. Over the long term, we expect to deliver mid-single-digit core sales growth with incremental margin fall-through in the 30% to 35% range, and we expect 100% free cash flow conversion annually. We intend to complement core growth with disciplined strategic acquisitions. We are confident that the durability of our business, the essential need for our technology solutions and the strong secular growth drivers of our end markets will provide steady growth consistent with our historical track record. The combination of our leading brands, proven value creation playbook powered by the Veralto Enterprise System and the strength of our balance sheet differentiates Veralto, and positions us to deliver sustainable long-term shareholder value. And as we look to build our future, we are unified and inspired by our shared purpose: Safeguarding the World's Most Vital Resources. Our talented, diverse team is excited about the bright future ahead and the opportunities to drive value creation for shareholders by helping customers solve some of the world's biggest challenges while having a positive enduring impact on our environment. That concludes our prepared remarks. I want to thank you again for joining our call. And at this time, we're happy to take your questions.

And we'll take our first question from Mike Halloran with Baird.

Congratulations on a successful first quarter as a public company. Let's discuss the margins. Can you provide some context for the notable increase from the third to the fourth quarter in margins? Any insights you could share by segment would be appreciated. Also, is this a suitable starting point, considering seasonality and revenue levels, as we look ahead to 2024?

Yes, Mike. This is Sameer. I'll jump in on that one. As you kind of look at the sequential margin improvement, that's primarily driven by some of the cost optimization things that we've been doing, especially in PQI and also the impact of the Argentine peso devaluation in Q3. We have not assumed that in Q4. It's a one-off item in Q3. So majority of the uptick that you see on a sequential basis going from Q3 to Q4 will be in the PQI segment.

Got it. Is that the right thought process for next year? I mean, is the fourth quarter a more representative run rate compared to the third quarter?

Yes. If you're going to look at some of the costs, things like standalone costs, we are ramping from Q2, Q3. They're going to be on a more run rate basis in Q4. So, they're going to start reflecting. But overall impact from the demand of sales, we aim to be ultimately close to the margin as well. We'll give that guide, view as we are going to get the guide early next year for '24.

Makes sense. And then on the PQI side, some comments about certainly softness in China. I don't think that's a surprise to anybody, but you also commented on the destocking side of things on the consumable side. So, a couple of things. One, could you just give us some thoughts on how you think this demand picture plays out as we look on a forward basis? But also in the fourth quarter, is the thought process that sell-in and sell-out are a little bit more balanced from a portfolio perspective? Or is there a little bit more to come?

Yes. Thanks for the question, Mike. Relative to PQI, I think what we're seeing is signs of sequential stabilization. Again, in the prepared comments, this is really focused on sort of the improving consumable sales. We believe this is attributed to customer destocking being largely complete and resuming order rates more in line with run rate ordering, albeit at lower overall volume. So that said, as we think about the fourth quarter, consumer packaged goods volumes, we still expect to be net negative on a year-over-year basis, changes in consumer behavior relative to inflationary pricing means that these folks on the customer side are going to be doing fewer production runs and smaller batches. And that said, we still have a pretty variable and highly uncertain environment in China as well.

That makes sense. And last one, if I may, on the Water Quality side of things. It certainly seems like if you exclude the China part of the business, where there's just broader-based weakness that there's a lot of stability across the portfolio here. Maybe just talk about how you think about the economic sensitivity of that segment, excluding the China piece? It certainly seems like that's built to be a little bit more resilient here.

Yes. I mean, certainly, our biggest downdraft in volume in water was attributed to our China business. I think what we see here is we see some relatively good growth on the treatment side. Certainly, Trojan benefiting from the CHIPS Act. We've got ChemTreat that's seeing good positive momentum in sectors such as energy, agriculture and metals. On the muni, demand side for municipalities is a little bit softer. Municipalities are really focused on making sure that they are focused on regulatory compliance, and so their order patterns are consistent with that. But they're still holding off a little bit in terms of plant upgrades and investments related to optimization. So process optimization is still a little bit lackluster, but solid demand still in the municipal regulatory compliance side.

And we'll take our next question from Andy Kaplowitz with Citigroup.

Congrats on the launch. Jennifer, Sameer, maybe just a little more color on PQI margin in Q3 and really the trend over the last several quarters. I know you mentioned the currency issue in the quarter. You also talked, I think, in the presentation around growth investments, labor inflation. But is there just inefficiency in a region such as China that's holding you back? Or would you expect to see margin recovery as China gets better maybe next year?

Yes, Andy. Thanks for the question. Look, I think overall for the PQI side, overall, yes, in general, the volumes are low. You're going to see some impact on the absorption side. But overall, the biggest impact actually was a currency one. So, that's why I highlighted that in my prepared remarks. And just to frame that for you, essentially, the impact if the Argentine peso devaluation impact you remove, actually PQI would have been up by almost 60 basis points. So that gives you just a sense of how big the impact was going from 22.8% to almost 24.2%. So, that is one of the biggest impact. And that, of course, is a one-off and we don't expect that to occur in Q4. And also, we did some cost optimization actions. As you know, we don't take those costs out, adjust those costs out. So the benefit of that, you're going to start seeing in Q4 itself. That's why I earlier said that you're going to start seeing a sequential improvement in Q4 in PQI, and that's driving a big chunk of the overall company sequential improvement that we laid out in the guidance.

That's great, Sameer. Jennifer, I want to follow up on your comments about municipalities holding back at Hach. It seems like this is happening in North America. We know you have challenging comparisons to last year. What do you think would encourage them to accelerate and potentially return to mid-single-digit growth for Hach? What do you need to see for that to happen?

Yes. I mean, I think some of these supply and demand nuances will start to level out. There is good funding available with the Infrastructure Bill here in North America. We're seeing robust growth here for our municipal business in Europe. So it's really more of a matter, I think, of sort of the global economic environment and sort of a steady recovery of industrial markets. But we hold to the mid-single-digit performance for Water Quality going forward. These are essential solutions for people around the world. So, we think the underlying macro is a little bit choppy right now, but the secular drivers remain strong.

Got it. One more question, if I could. Like, how are you thinking about the M&A pipeline, the potential timeline of your first deal as a public company? Do you need a bit of transition time to execute as a public company before you consummate a bigger deal? Or could we expect M&A to ramp up sooner versus later? And maybe are there any particular areas of interest as you sort of come out on M&A?

Yes. Thanks for the question, Andy. Our pipeline across both Water Quality and PQI is strong for M&A, and we've got a number of opportunities that are currently being considered. We do not anticipate that we will require a lengthy ramp time as a public company. We have executed the spin with a remarkable level of discipline and focus on the back of the learnings that Danaher had from its prior spends, and we feel pretty good about where we are positioned. That said, we are going to take a very disciplined approach to M&A, just as we would expect from our heritage at Danaher. We're going to make sure that it's a market that we like with companies that have similar operating model durability and financial profiles where VES can drive growth and margin expansion. And we've got to be able to get at the right valuation. So we believe, obviously, this is going to be an important catalyst for value creation over time, but we will maintain similar rigor and discipline as we've seen amongst these businesses as part of Danaher in the past. So, timing is always difficult to predict. M&A is episodic, but we are in the market and working a number of opportunities.

And it appears that we have no further questions at this time. I will now turn the program back over to Ryan Taylor for any additional or closing remarks.

Thanks, Shelby. This concludes our third quarter earnings call. We thank you very much for joining us. I'll be available over the next several days for follow-ups should you have any additional questions. Thank you once again, and that concludes our call.

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