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Status Update

Sep 26, 2023

Sam Pearlstein
VP of Investor Relations, Carrier Global

Hello, and welcome, everyone. I'm Sam Pearlstein, Vice President of Investor Relations, and I'd like to thank you for connecting and listening in to our Carrier and Viessmann Climate Solutions webcast. Before we get started, I do have to remind all of you that we will be making statements regarding earnings, cash flow expectations, and other forward-looking statements that are subject to risks and uncertainties. Carrier's SEC filings, forms 10-K, 10-Q, and 8-K, provide details on important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. Julian Mitchell from Barclays is here, will moderate today's session, but we will take some questions from listeners. To do so, please type your questions in the box, then click new question button to submit, or you can just send me an email.

With that, I'd like to turn it over to Dave Gitlin, our Chairman and CEO.

Dave Gitlin
Chairman and CEO, Carrier Global

Well, thank you, Sam, and welcome to all of the Carrier team members that are with us in the room today, and those of you that are joining remotely, and same to the Viessmann team members that are gonna be joining us remotely today. Thanks to our investors for the confidence that you've shown in us and for joining us today. Julian, thank you so much for coming down from New York and being with us today. And a special thanks to Max. You know, I have felt so fortunate to get to know Max over the past year and a half. I've learned so much from you personally. I cannot wait for Max to join our board and for our phenomenal two companies to become one. I'm confident that everyone listening today will leave with the following two major takeaways.

The first is that Viessmann Climate Solutions is the premier company in the fastest-growing market in our space globally. The second is that the combination of Viessmann Climate Solutions and Carrier will create the world leader in intelligent climate and energy solutions, to coin a phrase, the global climate champion. The result is tremendous value to our customers, our people, and the planet for generations to come. With that, let me turn it over to Julian.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Thanks very much, Dave. And maybe before we get into a lot of the specific questions for Max, any general comments on demand trends you're seeing at Carrier? There's a lot of movement in the macro backdrop right now.

Dave Gitlin
Chairman and CEO, Carrier Global

Well, remember, Julian, our theme, that we use both internally and externally is performing while transforming. And thanks to the folks, not only in this room, but our 55,000 employees, that are joining us virtually, that's exactly what this theme has been doing. We'll talk about the transformation with Viessmann Climate Solutions through Max, and we'll talk about the business exits after, I guess, we talk Viessmann. But in terms of performing, you know, we did our beat and raise at the end of last quarter. We wouldn't have done that unless we had confidence in our ability to hit those revised numbers, for the remainder of the year, and we absolutely do. Sort of in the category of no surprises for the third quarter.

For the full year, we raised from low- to mid-single-digit growth rates, really driven by HVAC, which is now gonna be in the mid- to high-single-digit range for the full year, despite resi volume being down a bit. You look at EPS, another year of double-digit EPS growth, and some of our themes, aftermarket, another year of double-digit growth. We talked about being price cost positive. We raised that to $300 million of price cost positive. Productivity, $300 million of productivity for the year. Strong cash flow, $1.9 billion in cash flow for the year. So we feel very good, not only about the third quarter, but for the remainder of the year.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Great. Thank you. And maybe, Max, you know, one question we get often from investors is, you know, if the growth outlook is so strong, in the European heat pump market and for Viessmann Climate specifically, you know, why sell now?

Max Viessmann
CEO and President, Viessmann Group

First of all, let me thank you for having me here and the great opportunity to be with you all, especially the Carrier folks. I'm absolutely excited to be here. As the representative of the fourth generation of a 106-year-old family business, I have always taken a long-term view, and I'm only motivated by maximizing my own impact. I'm not here to sell you anything. I'm just here to share my excitement with you on the formation of the global climate champion. Ahead of the closing, obviously complying to all antitrust rules. Please allow me to share some context and insights on our family business. I think it's important to understand the past in order to understand the future. My great-grandfather, Johann, was a craftsman who founded the business in 1917, where he repaired all sorts of things, agricultural, textile machines to automobiles, all of that.

But one of the most important activities that he was on was repairing and maintaining heating systems. My grandfather, Hans, was a self-taught engineer and by all humbleness, a great innovator. He himself accumulated more than 1,000 patents during his career, and he was always obsessed with transforming and disrupting an industry that was, back then, very much volatile, especially in the seventies and eighties, when our industry went through a global oil crisis. He introduced the first heat pumps in 1979. He introduced various solar solutions in the early 1980s and laid the technological foundation for the future growth. My father, Martin, probably the most determined and dedicated entrepreneur I know, always been very clear about his own values and how he conducts business. Based on these strong values, he took over in the 1990s to internationalize our business, expanding into more than 70 countries.

He built two very important competitive advantages that are still relevant to this day. On the one side, he disrupted the industry by shifting the company to a direct-to-installer sales channel.... And on the other side, he shaped an iconic brand that is not just consistent in its industrial, but also in its corporate design, that allowed us to gain a strong position, especially in Germany and Europe, that led to significant loyalty among our thousands of installation partners. I myself am an industrial engineer by training. I like to joke that I'm neither good at business nor at engineering, but that is, actually, where I'm coming from. I've always been fascinated by disruptiveness, especially disruptiveness from technology. I grew up around this family business and joined officially eight years ago.

The reason why I joined at a fairly young age was that I realized that that is the place where I can maximize my own impact to the utmost extent. Having said that, I realized that the world we live in, and especially future generations will live in, is under threat, and there is obviously something that we need to do about it, not just now, but especially looking forward. So together with a very strong team that I was able to form, we set out to make use of two key secular trends: IoT and digitalization on the one side, decarbonization on the other side. I think you've heard that before. We created what we refer to as an integrated solution offering that consists of state-of-the-art heat pumps, battery storages, energy management systems, as well as hydrogen-ready boilers.

They nicely tie into one another, and that one platform that we formed allows us to scale the technology globally. Why am I telling you all of this? Because what unites my great-grandfather, my grandfather, my father, and myself, is the common understanding of how we lead our family company, and that is with responsibility. Responsibility for 14,000 family members, for thousands of installation partners, for the long-term success, and for the generations to come. Not opportunistically, not egotistically, not short-term oriented. We grew the company in all relevant dimensions in the recent past. During the last four years, we achieved double-digit revenue and profitability growth. During the last 23 years, we lowered our CO₂ emission footprint by over 50% in relative terms to our revenue growth. The key recipe for that was that we always viewed change as an opportunity for growth.

So we refer to ourselves as a family for positive change. Now, closing the circle to your question, Julian: Why do we sell our climate solutions business to Carrier now? Well, honestly speaking, I personally don't see this as a sale. I see this as a partnership, as a partnership for future growth, a partnership that allows us to do what I'm most motivated by, and so has my family been, maximizing our impact. And I couldn't be more excited about forming the next global climate champion. Becoming a major shareholder in Carrier Global and joining the board of directors upon closing, certainly adds to my excitement. But honestly speaking, and Dave, I hope you don't mind, during the negotiations, I was pushing for an even higher equity portion because I am so strongly committed and strongly believe in the joint opportunities ahead of us.

There's no combination in our industry with such a complementary global reach as well as relevance. And I can tell you that if we would have tried to maximize our financial return instead of our overall impact, we could have pursued different, financially more attractive solutions, as well as run the process, obviously, very, very different. So my father's and my personal motivation has always been: How can we create the best future for our family business and maximize our impact for generations to come? And that is exactly why I'm here today. So let me summarize. The first thing, we have a unique market position as Europe's premium leader with the best direct customer and installation partner access.

Second, we have a future-proof, future-proof green energy offering, comprising of the state-of-the-art heat pumps that I mentioned before, PV battery storages, the right energy management system, and a world-leading H2-ready boiler offering. Thirdly, we have a digital platform that connects all these pieces together and allows for scalability. So if you think about this, what we're building on, it's not just the offering, obviously, but it's also the strong brands that we're dealing with. There's Carrier, there's Toshiba, there's Viessmann, but there are also regional brands in Europe, like Riello, and others, that allow us to connect the dots nicely.

On top of that, I have to say that that strong impact that we're generating for the building sector is not just amazing from a business perspective, but it's actually necessary in terms of decarbonizing the building sector, because we all know that climate change is not a local or regional challenge. It's a global challenge that we can only encounter with a global partnership like the one that we are about to form.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Great. Thanks very much for that, comprehensive, answer, Max. Maybe just circling back to, you know, one element of the Viessmann Climate offering, which I think is unique, is the integrated elements of it. So you've got the traditional HVAC or heat pump equipment, then there's also solar, and battery technology alongside it. Maybe help us understand, you know, what's the customer uptake like when you think about that combined offering? Because it's quite different from what we see, say, at base legacy Carrier, if you like, in terms of the offering.

Max Viessmann
CEO and President, Viessmann Group

... So I'll be a little more brief on this one, Julian.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Sure.

Max Viessmann
CEO and President, Viessmann Group

You know, we started our digital journey in 2015 because we believed that it will not just be about the uptake on selling hardware, but it will be very much about the services that we can sell on top, especially the digital services and value-added services. So we anticipated a large part of the trends to materialize and actually to present us with a major opportunity. And that is based on what we also defined on our product portfolio, which was to maximize our cross-selling opportunities. And the unique thing about the way we conduct business with our installation partners directly, versus other companies that are dealing with wholesalers, is we're not just selling a product, we're always selling a solution. So it rarely happens that we would sell a single unit.

We would always comprise that of various different components. And when you look at heat pumps, if you want to run them most efficiently, it's quite obvious that you ideally combine that with a decentralized energy generation using solar, for example. And if you do so, you ideally combine that with a battery storage, and then on top of that, you place an energy management system that optimizes the whole solution. And that's why we've been pushing in that direction. So to answer your question, it rarely happens that we only sell one product.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Got it. And when we look at, you know, what Viessmann is doing within the, the interconnected element, you know, is there a sense of sort of how much is, you know, in-house technology? How much is outsourced or using partners, really across, yeah, the, the core business and then the, the adjacent areas of, of solar and battery?

Max Viessmann
CEO and President, Viessmann Group

So just to give you an idea on battery storages, for example, people called us nuts to develop that ourselves. They said, "Well, you can source that from other parties." And we had a strong belief that if we wanna maximize efficiency, we do not only need to understand the technology, but we need to integrate it in the best possible way. So we started a startup in the company, if you like, that developed their own battery storage, their own battery management system. And we are actually also producing our battery storages ourselves. So the only thing that we're sourcing are cells that are a commodity, by all means, and then we assemble them in a largely automated process. And that allows us to have the maximum integration from a technological perspective.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Perfect. Maybe switching back to the near term, you know, Viessmann had very strong growth in the first half of the year. We've seen maybe from some peer reports, the market outlook is shifting a little bit in other parts of Europe, perhaps. Maybe just any update on how Viessmann's, you know, business is trending here in the second half?

Max Viessmann
CEO and President, Viessmann Group

Well, if you look at the heat pump growth on a year-to-date basis, we're at 40% above prior year. If you look at just the single month of September, on a month-to-date basis, we're even above that. So I would say in the summary, we're, we're doing okay.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Yeah, that makes sense. And if we look at, I guess, the, you know, one question we often get around the strong growth outlook is drawing in a lot of competition, different players from around the world, adding new capacity in the European heat pump market. Does that concern you at all in terms of thinking about longer term pricing dynamics or market share risk, for the business?

Max Viessmann
CEO and President, Viessmann Group

Well, I think in short, I'm not concerned really. I think the, you know, the main reason why we've been talking about this endeavor is that there is hypergrowth in Europe in the European market, and there's a firm and clear regulatory framework comprised of the European Green Deal, Fit for 55 , REPowerEU, and that is shaping specific subsidy schemes and regulatory frameworks in the relevant and respective countries. And if you look at France or Italy or Germany, they're really leading the way on avoiding greenhouse gas emissions through shifting to different technologies or just applying different energy sources. And these three countries happen to be our main markets. Just to put it a bit into perspective, 200 million homes in Europe, out of which only 8.5 million use hydronic heat pumps.

So let's just imagine that the market growth at a 20% growth rate towards 2030, and I'm not saying it will, I'm just hypothetically saying that. Even if the penetration is gonna be then 20%, we will only see 40 million, and I'm saying only, 40 million heat pumps being installed. So there's a huge growth area that we can leverage. So I'm not at all concerned by overcapacity that's been raised in the media quite extensively.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Just, you know, you mentioned the regulatory and, and sort of government support, for some of the, heat pump adoption rates in different countries. There have also been, I guess, some changes, you know, markets such as the U.K. last week, Germany, going on right now, Italy earlier in the year, where, you know, it looks to people as if the, the government support is maybe being diluted a little bit or governments are stepping back. Just wondered sort of how you think about the effect of that on the future growth of the business. Does it concern you that the government support may be easing a little bit?

Max Viessmann
CEO and President, Viessmann Group

... Well, I mean, first of all, we've always been confronted with different regulatory environments, right? That's true for any business, especially if you've been around successfully for 106 years. I think the main point here is that we are not a heat pump company, nor are we a boiler company, and that is very different, without mentioning any names, to some of our peers. So we can flex nicely between heat pumps and hydrogen-ready boilers. And in fact, we actually have set up our factories that they can switch back and forth between the different products. So I would say that even if there might be some change, we'd be able to adapt. But I guess the most important message is, we're looking at Italy, we're still talking 90% subsidy.

We're looking at Germany, we're talking up to 70% subsidy scheme. So it's not like there's no support, it's quite the contrary. And most importantly, and I think that's very important to understand from a U.S. perspective, if the EU is setting a frame, countries need to adapt. They need to put it into legal action, and that frame is clearly set to what we know. So if I base that on this, you know, honestly speaking, especially looking at Germany, they have adopted the European regulation, and they said until 2025, they want 500,000 heat pumps to be installed.

And obviously, that does not only come along with heat pumps or other substitutes, but that obviously also allows for some of the cross sales that we talked about earlier on PV, battery storages, or, if you like, district heating.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

If you think about the capacity additions required, perhaps to match some of these, you know, market growth rates, the growth in demand coming up, how's the pace of that going at Viessmann itself in terms of adding production capacity? When you look around the sort of the broader market, it seems there's been some flux, you know, big announcements on capacity additions, then maybe people stepping back a little bit more recently. Have your own investment plans changed at all in the last few months?

Max Viessmann
CEO and President, Viessmann Group

I think if you bear in mind how we've designed the product in the manufacturing side, it's certainly very unique in the industry. So a large part of our peers, not to be specific about that, they have built heat pump plants, and they've had boiler plants. If you've done that, you won't be able to flex. If you've designed the product, so our indoor unit on heat pumps is basically very, very similar to our boiler design, and the components we use are also very, very similar. So we can actually use that very concisively. In the end, and I think that's most important to bear in mind, we're in a decade of decarbonization.

So there's a clear long-term outlook, and given the market position we're in and the developments we're seeing, I think we're perfectly geared up to tackle any of the opportunities out there.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Got it. If we look at the sales growth rate for the company, it's extremely strong year to date, as you said, including September. When you look at some of the demand fluctuations right now, you know, coupled with the expansion in capacity of the company itself, how do you feel about the revenue growth rates of the business looking out, you know, 12, 18 months?

Max Viessmann
CEO and President, Viessmann Group

If you look at where we're coming from, with a CAGR of 15% over the last couple of years, that is because we have adjusted and implemented a new strategy. A strategy that allows us to basically serve an even broader market and actually tap into more cross-selling opportunities that we touched upon before. That is, from my perspective, something that will allow us to grow even further. The fact that we can flex back and forth and tap into the hydrogen-ready boilers, the heat pumps, or district heating will obviously give us tremendous growth opportunities. There's never any linear development across markets. I think we all know that, so there is a back and forth.

But the one thing that is different when I look forward is that apart from our own strength in the market, we have combined strengths going forward together with Carrier, and we haven't factored any of these in there. And that leaves me very, very confident when I look at the future.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Great. Looking maybe below the revenue line for a second, you know, I don't know if there's any color you could give on the profitability of the different large pieces inside the company, different margin rates or returns.

Max Viessmann
CEO and President, Viessmann Group

Yeah. I mean, when you look across, on a country-by-country perspective, you would say the profitability levels are fairly consistent.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

And maybe bringing in Dave a little bit now as well. You know, if we think about the synergy opportunities, you have a $200 million or so number out there in aggregate. Any details, you know, you could provide now we're a little bit further along in the process, looking ahead to the close?

Dave Gitlin
Chairman and CEO, Carrier Global

Well, let me first say, Julian, again, a thanks to Max and Thomas Heim for their leadership, because I think what our team members are getting a sense of is what great leadership looks like. And change is hard for people, and I think thanks to Max and Thomas and the rest of the leadership team. There's this excitement building with both, both with Viessmann Climate Solutions and Carrier about this combination. I think when you listen to Max, you can see why. And I think on the synergy side, you can look at both cost and revenue synergies. The revenue synergies are actually, I think, when we look back a few years from now, will be by far the most exciting and the most impactful.

In the EUR 200 million synergies, which we've talked about over the next few years, most of that is on the supply chain and operational side, more than 85%. We really haven't dimensionalized the revenue synergies, and that's where it gets very exciting. We actually reviewed it with our team a little bit this morning, and they were looking at it, and we're looking at it in three dimensions. One is some of the early wins that we can have just in residential, light commercial business within Europe. Two is when you start looking at geographically, both multi-channel, multi-brand strategies as we look globally. And three is the real transformational activities like the home energy management solutions that Max was talking about in Europe.

How do we, in a very effective way, with some of the channel complexities, bring that to places like the United States? So the revenue synergies, internally, we've given ourselves a very, very big target to go after, and that's where it's really exciting, how one plus one can be greater than four, which is what Max and I talked about, I think, at our first dinner together. The cost synergies are just a go do, and we know how to do it. We, in Toshiba, when we came together with Toshiba, there were skeptics. We said we'd do $100 million of synergies, and we've said it'll be well north of $200 million. So we know how to do the cost synergies. In some cases, we buy from the same suppliers, in some cases, different. We can consolidate.

In some cases, it's gonna be, buy to buy in a low-cost center of excellence. So there's a lot of opportunities that just create value for the enterprise. So we feel good about it.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Perfect. And if we look at the process itself of the close, any thoughts around the regulatory milestones or, you know, what investors should be sort of looking out for, ahead of the close to make sure it's on track?

Dave Gitlin
Chairman and CEO, Carrier Global

Well, we feel good. I mean, thanks to a lot of folks on both sides. We had, I think, around 15 filings or so. We're down to the European Commission, which is progressing well. We're still answering some questions they have, but it's on the substance, we feel very positive that we'll be getting that approval shortly and close around the end of this year.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

If we circle back to the point on sales synergies, you know, something investors ask is around, you know, does Carrier win more from getting this heat pump technology and maybe pushing it in the Americas, for example? Does the Viessmann Climate benefit because of that global reach, let's say, not just the Americas, but into Asia? Maybe any flavor around, you know, how we think about where the revenue synergies might be largest in the first five years after the close.

Max Viessmann
CEO and President, Viessmann Group

You go ahead.

Dave Gitlin
Chairman and CEO, Carrier Global

Okay. You'll be a board member, so I'll. So I think that some of the initial wins will be in Europe. When you look at some of the technology that someone like Toshiba would bring, kind of at the high-end Giwee, at sort of the cost-efficient, and you look at all the air-to-water capabilities, you know, Toshiba uses R32. You guys have phenomenal technology with propane. So when you look at all the different size air-to-water and air-to-air heat pumps in Europe, and you look at all the capabilities that both teams have, and you look at how complementary the technology capabilities are, there can be some very early wins in Europe. I think the ability to expand Viessmann, and obviously, the Carrier and Toshiba names into the Viessmann channel, I think is very exciting as well.

Viessmann will always be the high end, for sure, but we also look at the opportunities around Toshiba and Carrier branding capabilities. And then when you think about the United States, and is there gonna be more growth in the U.S., for example, around air-to-water, places starting like New England? Will there be a convergence around water heaters and heating as you go to more hydronic types of heating? That could be a trend that expands globally, not only in United States, but places like Asia. So I think very initially, in the first six months, probably Europe, within the first year, you're looking, I think, at a global, multi-channel, multi-brand, multi-technology play.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

When you look at the competitive landscape, you know, how confident are you that Carrier with Viessmann can sort of retain that edge? Do you see competitors sort of trying to move in similar directions, or you think this is a genuinely unique offering that the combined entity will have?

Max Viessmann
CEO and President, Viessmann Group

I can give it a shot. I'm sorry. I think, actually, to answer that question and to build a little bit on the top-line synergies as well, the offering is so complementary, and there are so many of our installation partners who just wanna lay their hands on some of the Toshiba products to introduce them alongside Viessmann. But I guess the thing that you have to realize when you look at Europe, the level of commitment and loyalty on the installation partner side is extraordinary. And I should add, that's actually not just true for Europe, but that's also true for Asia. One of our Chinese installation partners called their kids Viessmann.

So it's not like that happens every day, but I think it just gives you a nice flavor of how close these ties are. So when you think about using that channel access for other products, and we've just talked mainly residential, but the same is also true for light commercial and commercial offering. And given the fact that Carrier is the market leader on the commercial side in Europe, there's obviously a lot to lean in on and to build on. So what strikes me the most is that the stuff that is just that, you know, we just need to implement it after the close, and once we can dive into the details. It's just very, very extraordinary to combine that.

The other thing that, that Dave has mentioned, having a strong U.S. and then leveraging the different regional brand, brands on a global scale, I think is tremendous because it allows you to serve certain channels more dedicatedly, but it also allows you to enter new channels that you probably haven't been in before. And last but not least, which I can only judge from the outside, but I can draw an analogy to what we've done. The digital platforms that Carrier has built on the commercial side, in particular, and some of the stuff we have built on the residential side, especially the energy management system, you know, that just allows to expand, not just on a product basis, but also on a value-added and digital services basis. And coming back to what motivates me the most, that will maximize the impact going forward.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Great. Maybe switching tack, a little bit, Carrier's busy on the acquisition front, as we've heard. A lot of divestments and asset exits, looming as well. So, Dave, I don't know if you could give any color, perhaps, around some of the splits of the different pieces that will be coming out of Carrier, the next 18 months.

Dave Gitlin
Chairman and CEO, Carrier Global

Well, it's going extremely well, frankly, thanks to a lot of folks in our corporate headquarters here in this room, and a lot of folks that are working on this, on this globally. You know, if you think about it, you think about the combined EBITDA of what we'll be exiting between security and commercial refrigeration being in the market today, and then industrial fire being in the market within the next couple of weeks. We'll be in the market for divestitures with more than 70% of the EBITDA that we'll be exiting. You know, it's been written, I think, accurately so, that between the security and the industrial fire piece, you're looking at a bit over $400 million of EBITDA.

And then when you think about commercial refrigeration, and you look at the exit rate that we'll have kind of 3Q and a 4Q into next year, you know, you're adding another $100 million or so of EBITDA. And then what we've talked about is the public market exit for commercial and residential fire combined, which will be around $200 million of EBITDA. So $500 million of the $700 million or so, these are all rounded numbers, will be divested and in the market, either now or within the next couple of weeks. And I will tell you, the interest level across the board is extremely high. And then, you know, we talked about this public market exit. That can take a lot of different forms. It could be a spin. We're also looking at a potential split.

There's other market analogies in the market today of companies that have done something very similar recently, and that too, can be extremely attractive and help us achieve our objectives. Of course, we've talked about a clean exit, but it can also accelerate a buyback, which we've committed to our investors to do while we pay down debt as well. So that can take various forms, and that's also, the prep work is underway, and we'll be doing that in the late spring of next year.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Great. And on the security business, I think there was a press story a few days ago, you know, talking about a sort of $3 billion-ish valuation for the business. Just wondered sort of if there was any comments you might have on that valuation?

Dave Gitlin
Chairman and CEO, Carrier Global

Yeah, I saw that. That was a reference to, I think, the combined, if you security and industrial fire, $3 billion. We don't know where it came from, and I can tell you we'd be quite disappointed in that number.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Great. And looking at the exit of commercial and residential fire,

Dave Gitlin
Chairman and CEO, Carrier Global

And I say that to you, sorry to interrupt, but the level of interest, I mean, these are phenomenal assets. You know, we had to make the tough decision that... And I'm talking to employees today that are in these businesses, that they weren't tied to our, you know, core strategic thrust of being, as Max talked about, global climate champion, global leader in intelligent climate, energy and solutions. But in and of themselves, they're once in a lifetime assets that a lot of both sponsors and strategics would be crazy not to bid aggressively on. So we're very pleased with the interest from both sponsors and strategics. They have high recurring revenues, they have great growth margins, great growth this year and great growth potential going forward. So very unique assets. So we're very cautiously optimistic about what we'll be yielding.

But I'm sorry I interrupted you.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

No, sure. That's very good color. I was just trying to look at the commercial and residential fire businesses. You know, that route, as you said, may be a little bit different. You know, I guess two questions, really. One is, you know, if that business does come out on its own as a public company, split or spin as the mechanism, what kind of leverage, you know, is appropriate for that, given the size, the profitability, and so forth? And then I suppose secondarily, as you get incoming interest from other parties, let's say, how does that sort of affect how you think about the process to split or spin or divest?

Dave Gitlin
Chairman and CEO, Carrier Global

Let me take the second. Patrick can take the first piece. I think on the, on the latter, we have all of our efforts going around this public market exit. I talked about a potential split scenario. Obviously, if someone came in and offered to buy those on all the right terms, and there'd have to be a whole series of right terms, we would always entertain any unsolicited proposals, but our prime path, as of right now-

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

... is that public market exit? And then Patrick, on the leverage.

Patrick Goris
SVP and CFO, Carrier Global

Yeah, not yet ready to provide specifics on the leverage of the new company, except that, of course, we want to extract as much cash as possible, but two, we really want this to be a successful company for the long term. So we'll take all of that into account.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Perfect. Then perhaps, I think we're about to switch to some general questions that Sam has. Maybe, you know, one last one for Dave around the divestments. You know, interest rates are fairly high. It has been a tricky M&A environment on and off. You know, why do you think that hasn't affected the demand necessarily or the interest in these assets?

Dave Gitlin
Chairman and CEO, Carrier Global

They're really unique assets. You know, sometimes you have a once-in-a-generation opportunity to buy some of some companies that are incredibly well-positioned in the markets that they're in. You take security, LenelS2, Supra, Onity, phenomenal enterprises, and they have very differentiated technology around mobile credentialing and other capabilities that Julian and Jeff and the team have really spent decades building up through a phenomenal portfolio. In the background, we've done some small acquisitions, like BrokerBay, to complement that. Industrial fire is a very unique asset with great technology and companies like Det-Tronics, and then commercial and resi fire. You think about brands that we all know that are so well positioned, Edwards, Kidde, GST in China. So unique assets that don't come along very often, and whether you're a strategic or a sponsor, this would be a very unique time to get in.

Regardless of what's happening with interest rates, this is your time to kind of buy once-in-a-generation type assets. And the commercial refrigeration team, you know, look, they had to deal with a tough market in the first couple of quarters in Europe. That happens sometimes in a business like that, but it's a demand-driven business. These, it's really set up for very strong growth in 2024. And when you look across the commercial stationary refrigeration business, both in Europe and in Asia, they've seen good growth in China and in India. Again, very well-positioned, both the Linde and the Profroid brands. So we, we are very encouraged by the initial interest we're seeing there as well.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

One last one, on this. I think Patrick mentioned the balance sheet leverage of commercial and resi fire. How should investors think about the pace of Carrier delevering in the next two to three years as the splits and divestments play out?

Patrick Goris
SVP and CFO, Carrier Global

Yes. So, Julian, you may recall, when we made the announcement about the acquisition of Viessmann, we thought that without any exits and proceeds from exits, we'd get back to about 2x net leverage by the end of 2025. Now, two of the companies are already in the market, Industrial Fire is coming in the next few weeks. We see a scenario with these exits, of course, to significantly accelerate not only the deleveraging, but also the time at which we back in the market, repurchasing at least the equivalent number of shares that we issued that we will issue in January for the acquisition of Viessmann.

Julian Mitchell
Equity Research Analyst US Industrials, Barclays

Great. Thank you. And I think Sam has many questions probably coming in.

Sam Pearlstein
VP of Investor Relations, Carrier Global

Yes. Yes, I do. There are a number of questions. I'll try. I don't know that we'll get to all of them, but we certainly will try to do a number of them. I guess just to start, one of our investors asked us a question about selling the complete solutions of heat pump plus battery, plus solar and intelligent control, and just... Is that more exposed to new construction and new builds, or is that something that is more of a retrofit market?

Max Viessmann
CEO and President, Viessmann Group

I think that's a great question, actually, to ask, because it's not very intuitive. A couple of years back, it was almost impossible, I'm saying almost, to fit a heat pump to an existing building, 'cause it was just not technically feasible to get to a certain temperature range. And we've spent, and I lost some hair over that, along with my team.

Dave Gitlin
Chairman and CEO, Carrier Global

No hair jokes, all right?

Max Viessmann
CEO and President, Viessmann Group

No hair jokes. I won't talk about the hairdresser either, but-

Dave Gitlin
Chairman and CEO, Carrier Global

Yeah.

Max Viessmann
CEO and President, Viessmann Group

But the point I was just about to make is that we spend a lot of time on getting the heat pump technology to serve the existing building stock. And the majority of the growth right now in Europe comes from these high-temperature heat pumps that use natural refrigerants. So they allow building owners to not only use heat pumps, but to also leverage PV and battery storages. So it's not limited to new builds, it's actually quite the contrary. The majority of the market is actually on the building stock side, which presents us with even bigger potentials going forward.

Sam Pearlstein
VP of Investor Relations, Carrier Global

Thank you. And, another question from an investor: You're clearly a leader in Germany. Every country in Europe seems to operate a little bit differently. So can you tell us more about how you're positioned across Europe and the different countries?

Max Viessmann
CEO and President, Viessmann Group

So the teams have actually been saying, I wouldn't say joking, but saying that, that there are Mr. Viessmanns in every country. And that is—that's very much true because we really, we really tailor to the local needs. So if you look at France, just to use that as an example, we have a factory in France that, for example, produces the battery storages, but we're really perceived as a French-oriented, I wouldn't say base, but a French-woven business for local partners. And the same is true in Poland, the same is true in Italy. So our teams engage with these folks in a very natural, non-German dominated style. And that allowed us to become a relevant player in all the relevant markets.

Sam Pearlstein
VP of Investor Relations, Carrier Global

... Thank you. One of, one of the questions, this is from Noah Kaye at Oppenheimer. Question is: How do you see the new German heating law impacting the industry? First question is, where is, what's the status of it in terms of what does it take to get it to completely pass? And then what action steps would you take that might capitalize on the opportunities that arise from that law?

Max Viessmann
CEO and President, Viessmann Group

I, I would say three things. The first one is, I think everybody was surprised, to say mildly, how long it's taken the government to actually get it through parliament, despite some concrete version of it in the beginning of April. The second one is, it's passed parliament, and the third message is, it will pass the upper house rather soon. That's what we're expecting to see, and I think there's a common agreement among the ruling parties, that that is, the way to go. And that obviously presents the market with significant, security and, and clarity, to know what they're gonna be focusing on.

I think it underlines that apart from the heat pump growth, there will be hydrogen boilers that will be of relevance, as well as district heating applications all over the place. If I may say, Dave, I always tend to answer these district heating questions on the basis of what would Viessmann do. But the more important part is what would Carrier do, because Carrier being a large-scale heat pump manufacturer in the commercial sector, that obviously presents the Carrier side also with a huge growth opportunity.

Sam Pearlstein
VP of Investor Relations, Carrier Global

Thank you. And just related to the law, I know there's been a lot of discussion among investors about heat pump registrations and pauses as people have been, you know, waiting to see how the law unfolds. And how should we think about the market and how it would develop once it actually does get signed into law?

Max Viessmann
CEO and President, Viessmann Group

So one thing that I think is very important to bear in mind when you look at the past registration figures, especially last year, there's already been a bit of insecurity mid last year that increases the baseline significantly, especially in the month of July. I think that's always important to bear in mind when you do comparisons. The other part is exactly what the question implies. There's been a lack of clarity on where the law might move through the last couple of weeks and months. But that clarity is now put in place by the parliament and is, and is supposedly going to be agreed on in the upper house. And that is obviously going to influence that.

I think the most important part when looking at this is what will be a stable, long-term outlook in terms of registrations. I think we're seeing that there is a long-term growth perspective set by the regulatory frame.

Sam Pearlstein
VP of Investor Relations, Carrier Global

That's helpful. Thank you. Another question from an investor. Can you talk about Viessmann's readiness for a potential transition to natural refrigerants, both from a product portfolio and then an installer training perspective?

Max Viessmann
CEO and President, Viessmann Group

Well, let me tell you, that was a tough one. By all means, I'm not gonna do another hair joke, but that was really a stretch to wrap our heads around this technology, that it suits our quality standards. And I'm saying that because we are very clear about the quality standards that we apply in our products. If you take a look at our R&D facilities in Allendorf, for example, the amount of time we spend, for example, on sound engineering, so they become less noisy and you can apply them in dense neighborhoods, is quite significant. But that whole refrigerant thing, when we six years back, roughly, we had an in-depth discussion internally, which way we want to go.

We took a bold bet and said, "Okay, if we want to maximize our impact in accordance to our purpose of co-creating living spaces for generations to come, the only way to achieve that is by being a relevant player on the natural refrigerant side, and across all the product categories." That's exactly the path we embarked on. That's—these are the kind of products we've introduced. Just to give you a bit of an idea, the high-temperature heat pumps that we've introduced over the last two years, they are on a three-digit growth path right now, obviously, with a lower baseline, but there's a significant opportunity on the building stock side by applying natural refrigerants.

So it's not just the sustainability aspect, but it's also the thermodynamic aspect that allows you for higher performance and then, respectively, higher temperatures. So we're really excited about this, but most importantly, we are really excited about the engineering that we put into it, in order to make this a reliable system going forward.

Dave Gitlin
Chairman and CEO, Carrier Global

And just to add to it, that one of the reasons that I'm so confident that Carrier will be such a better company afterwards is the amount of entrepreneurial, innovative spirit that exists within Viessmann. I think it would surprise many folks. And I thought it was so helpful for Max to go through that entrepreneurial spirit that's existed within the family going back 106 years. But I've had the real honor of going to Allendorf, Germany, and when you walk in there, you feel like you're in a startup.

Whether it's Max's father, Martin, as he talked about, having the courage to go on that, to direct-to-installer model, you know, being out in the front on designs with natural refrigerants, or being the first in the world to combine, you know, solar PV and battery and heat pumps with a digital overlay. For-I think for many of our investors, that many of whom hired consultants to go study the market and understand the fundamental growth rates in the market, but who was best positioned in the market, they've come back and said, "It's Viessmann Climate Solutions." That innovation and entrepreneurial spirit is really profound.

Sam Pearlstein
VP of Investor Relations, Carrier Global

Thank you. And Dave, this may already answer one of the questions that did come in, which is: Why is this the opportune time for Carrier and Viessmann to come together? Why is it better to do it now rather than five years or 10 years into the future?

Dave Gitlin
Chairman and CEO, Carrier Global

Well, you know, first of all, you look at the hypergrowth that Max talked about, is that the sooner we're part of that growth train, the better. Second is, it's an opportunity for co-innovation. You know, the demands of our customers are changing so much. It used to be, in many parts of Carrier, a transactional business. We would sell a piece of equipment, and we wouldn't have life-cycle solutions. We wouldn't have digital sales that go on through the life of the product. It was more transactional, and now we're moving to solution-type sales. So as you look at providing your customers not just heating or cooling, but you look at your ability to provide them with carbon reduction, energy efficiency, healthy indoor environments, our customers, whether it's homes or buildings, are looking for much more holistic solutions.

We come back to this co-innovation of 1 + 1 equaling 4.

Sam Pearlstein
VP of Investor Relations, Carrier Global

Thank you. Several questions have come in from investors, and I know Julian asked a question about capacity additions across the market. Just how do you think that unfolds in terms of the capacity as the capacity ramps up, what that could mean for pricing in the market and just overall, the ability for the market to take all of that capacity?

Max Viessmann
CEO and President, Viessmann Group

I think one thing to bear in mind is that there are very different segments out there, and we are clearly positioned as a premium brand. And that premium demand that we're serving, we're serving that through innovation. And that innovation is appreciated by our customers, and we will continue to do exactly that going forward.

Sam Pearlstein
VP of Investor Relations, Carrier Global

Thank you. Several questions have just talked a little bit about orders, and I know just like Carrier's business, orders vary a lot month to month, and so not looking for what September orders would look like. But could you just talk about the backlog and how to think about what that means for demand as we go forward? That's for Max.

Max Viessmann
CEO and President, Viessmann Group

That was specifically a Viessmann question. Sorry about that.

I was just irritated by the Carrier I'm mentioning, but-

Sam Pearlstein
VP of Investor Relations, Carrier Global

Yeah.

Max Viessmann
CEO and President, Viessmann Group

So when you look at the market environment with some of the regulatory uncertainty, obviously, that has an impact on customer behavior. But that certainty, especially when you talk about Germany, is now rebounding with the given regulatory environment. What's most important for our view is, A, the huge backlog that we have that is significant. But the other part is that we have a long-term outlook that is, from our perspective, from what we expect to happen, very, very positive.

Sam Pearlstein
VP of Investor Relations, Carrier Global

Thank you. And I guess one of the questions from, I guess, from one of our sell-side analyst question, just about market share, and just talking about some of the growth numbers that you quoted about the first half and even in September, is just trying to think about how we should think about your share in the marketplace and what does it take to actually win in the marketplace? And I don't mean that market, think of your share in a number-

Max Viessmann
CEO and President, Viessmann Group

Yeah.

Sam Pearlstein
VP of Investor Relations, Carrier Global

but in terms of trend and how it changes over time.

Max Viessmann
CEO and President, Viessmann Group

So good. I think what might not be as tangible, but, in a market like Europe, where you have a very small number of companies that sell directly to installers, and you have the majority that go through wholesale, you see a lot of sell-in. And that sell-in leads to, some of the influx that you've seen among, our peers reporting, because that sell-in happened in the beginning of the year, and did not really materialize for some of the wholesale, business models. And so we, you know, we are much more consistent in our development and much more, much less volatile because we don't sell in, and then, there's lack of demand, and then we wait for it.

But we have a consistent interaction with our installation partners, and that's exactly what we're working on. As I said before, there is a significant backlog that we earned in the last couple of months, and that's also something that we're leveraging on to fuel the growth going forward.

Sam Pearlstein
VP of Investor Relations, Carrier Global

Thank you. Just more of a clarification, one of the questions we had was: Just in addition to being a board member, what will Max's role be in the combined operations? Just to clarify.

Max Viessmann
CEO and President, Viessmann Group

So I'm not signing up as a successor to Dave. But I'm really happy to be in the same team, because I have to say... I was saying that earlier about my father, about being clear about his values and how he conducts business. And I have had the chance to get to know Dave very well, and I can tell you what you see here on the stage is exactly what you get. Very clear about the values, very forward-looking and visionary, and so I couldn't be happier to serve on that board of directors and working in one team.

Sam Pearlstein
VP of Investor Relations, Carrier Global

Thank you very much. I think one last question, 'cause we're starting to get through most of these. You mentioned the district heating solutions. Can you talk about really what, where Viessmann is positioned with that and then how the combination with Carrier would allow us to do better there?

Max Viessmann
CEO and President, Viessmann Group

... So district heating obviously has very different elements to it. The one is the heat, and in some cases, actually heating and cooling, the heat and cooling generation, that's mostly with Carrier, from a large heat pump perspective, and it's a significant relevance. If you think about where to apply district heating, I think you've all seen pictures of some of these marvelous cities in Europe with all the old architecture, right? And frankly speaking, most of them are currently heated decentrally, apartment by apartment, with natural gas.

Going forward, if you wanna decarbonize that, you will not be able to achieve that by plugging in a heat pump on an apartment to apartment level, but you will have to decarbonize that through centralizing the heating and cooling generation somewhere in the middle of a district, for example. So there's gonna be a relevant growth in cities. So the one part is that generation piece, the other is the distribution piece, so how to distribute heating and cooling, and that's a very niche type of business. And then there are the, what we call, apartment transfer stations, which is basically allowing an individual apartment owner or person living in that apartment to utilize different temperatures on a heating basis as well as on a hot water basis.

And that's exactly where we tie in nicely because that is being done by most of our installation partners, who just switch back and forth between the different products.

Dave Gitlin
Chairman and CEO, Carrier Global

Gaurang, is there anything you wanna add on the commercial heat pump side? Maybe, Patrick, if you,

Gaurang Pandya
President, Commercial HVAC, Carrier Global

Yeah. Just on the commercial heat pump side, I think just as we think about the opportunity, there's a lot of cogeneration heating opportunities with data centers, looking at heat pump installations across the board. And adding to what Max said, we are looking at expanding across that chain. And you can actually couple data centers, which is, you know, the market's exploding and growing, but use the waste heat from data centers to actually couple into central heating plants and then supply the community from that standpoint. There are multiple operations and opportunities like that pretty much across Europe that we're seeing come up, today, so.

Dave Gitlin
Chairman and CEO, Carrier Global

Good. Thanks, Gaurang. Well, let me, let me kinda close off a little bit where we started. First, thank you, Max. You know, we've spent. Since we announced our, our partnership, we've got a lot of questions looking at it from your perspective, and we've done our best to answer it, but to hear it directly from you has been incredibly powerful and important for not only our investors, but our employees, our customers, and all of our constituents. So thank you so much for taking time out of your busy schedule to share with us that perspective, which I know I speak for our 55,000 people, just how impactful that was. Julian, we know how busy you are. Thank you for coming down and, and moderating this.

And thanks to the 55,000 employees at Carrier and 14,000 family members at Viessmann. We know that there's a lot going on with both companies, but once we become one at the end of this year, it truly will be what Max and I discussed at our very first dinner, which was Max said the very first time we met, actually in Allendorf. It was that it will only make sense if one plus one is greater than four. And the more we've gotten to know Max, you and your team members, the more confident we are that one plus one will be at least four. So my thanks to everyone with how phenomenally well everyone is doing. So thank you all for joining us today, and please enjoy the rest of your day.

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