Good morning, welcome to the Emerson 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 0. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press Star then one on your touch-tone phone. To withdraw your question, please press Star then two. Please note this event is being recorded. I would now like to turn the conference over to Colleen Mettler, Vice President of Investor Relations at Emerson. Please go ahead. Thank you. Good morning, and welcome to Emerson's conference call to discuss our proposal to acquire National Instruments. We are in New York this morning, and I am joined by Lal Karsanbhai, our President and Chief Executive Officer, Ram Krishnan, our Chief Operating Officer, and Frank Dellaquila, our Chief Financial Officer. I will now pass the call over to Lal. Thanks, Colleen. Good morning. Thank you for joining us to discuss our proposal to acquire National Instruments for $53 per share in cash. Today, we'll speak in detail about our numerous attempts to engage with NI and our belief that NI shareholders have an opportunity to realize immediate and significant value. Our proposal represents a 32% premium to NI's closing price on January 12, 2023, the day before they announced a public strategic review process, and a 45% premium to NI's closing price on November 3, 2022, the day our $53 per share proposal was submitted. It is also a 38% premium to the 30-day VWAP as of January 12, 2023, and a 23% premium to NI's 52-week high intraday share price of $43.12 prior to its strategic review announcement. Beyond the compelling premium and all-cash value for NI shareholders, we have no financing contingency or expected regulatory concerns. We are eager to pursue an expedited timeline where we can be ready to sign and announce quickly. We have been at this since May, with repeated attempts since, which we outlined in our announcement this morning. Despite these efforts, our attempts to engage privately have only been met with limited engagement by NI over the last eight months. In November, after months of delay, NI told us that it had formed a working group of its board to evaluate Emerson's proposal and strategic options. Last Friday, more than two months later, NI publicly announced that it is initiating a review and evaluation of strategic options with its advisors and adopted a poison pill. Emerson urges NI shareholders to engage with their board to ensure this public strategic review process is not merely another delay tactic. While NI has refused to meaningfully engage with us, we remain confident about this transaction and the compelling value that it would deliver for NI shareholders. Today, we are taking our interest directly to the NI shareholders, who stand to significantly benefit from such a transaction. During today's call, alongside Ram, I will outline the benefits of the transaction, the timeline of events that led us to this point, and importantly, how well a combination of Emerson and NI aligns with our strategy and what it could bring to all stakeholders. Please turn to slide three. As I noted earlier, our $53 all cash proposal offers immediate and compelling value for all NI shareholders. In May, we proposed an initial all-cash offer of $48 per share, and we were rebuffed. In the interim, we reiterated our offer and requested access to information, but were rejected. In November, we increased our all-cash offer to $53 per share, providing NI shareholders with even greater value, and again saw no engagement from NI, despite its claims about forming a strategic transaction committee to evaluate Emerson's proposals and NI's strategic focus. The strategic options, I should say. In January, NI gave the illusion of engagement, only to provide high-level responses to reasonable questions, and then publicly announced a strategic review. Leading up to NI's strategic review announcement, we received no update on our proposal or the options the board was supposedly evaluating. Meanwhile, over the past eight months, NI shareholders have been unaware of this opportunity to realize an immediate cash premium. Underscoring our commitment to consummating a transaction, we have purchased 2.3 million shares of NI stock and have received HSR approval to increase our stake. We are prepared to nominate directors for election to NI's board. Emerson has organized the resources to work expeditiously towards a transaction with NI. We have shared a merger agreement with NI and with engagement, would be prepared to transact promptly. We urge NI shareholders to contact their board and encourage them to engage with Emerson. Let's turn to slide four. It's worth reflecting on the certain value NI has been ignoring in our offer, while its performance continues to lag. Since its March 2018 high, NI's share price has dropped 24%, while the stock of its key peer, Keysight, has grown 226%. Nearly every day since this all-time high was reached almost 5 years ago, NI has traded below our offer. NI's total shareholder return over the last 10, 5 years, and since its March 2018 high has materially lagged Nasdaq and Keysight. Under the current management team, NI total shareholder return has continued to underperform, falling short of the Nasdaq by 46% and Keysight by 196%. For NI shareholders who have endured this underperformance, our premium proposal will bring clear and realizable value. After receiving Emerson's initial offer last May at $48 in cash, NI not only refused to engage with us, it repurchased more than 2 million shares at an average weighted price of $40.25 in the third quarter. This is the largest quarterly repurchase in NI's history on a dollar basis and was done at a price significantly below our offer, depriving NI shareholders of meaningful value. Turning to slide five. I want to talk a little more about our offer and our ability to work quickly towards a transaction. Emerson's all-cash proposal provides credit for significant future earnings, including NI's updated guidance it provided after receiving our initial offer. Beyond representing a significant premium to NI shareholders, our $53 cash offer effectively removes the execution risk and uncertainty of NI achieving their plan. Our offer is not subject to any financing conditions. We have performed due diligence with publicly available information and would have only limited and specific confirmatory due diligence requirements. We do not anticipate any significant regulatory risks or delays given the complementary nature of our two businesses. As mentioned earlier, we have received HSR approval. As I mentioned, we are prepared to engage immediately and believe we would be able to announce a transaction quickly if NI is willing to seriously evaluate our proposal and engage with us. Please turn to slide six. We think it is important for NI shareholders to understand the timeline and our numerous attempts to engage with NI to reach a friendly transaction agreement. Over the last eight months, NI has consistently delayed and refused to engage with Emerson. Then has rejected our approaches. NI has also tried to buy time as they materially increase their guidance in an apparent attempt to support the stock despite deteriorating market conditions. As I mentioned, in November, NI claimed it had formed a working group of the board to examine our proposal, as well as other strategic options and potential transaction partners. Despite claims of running a process, NI did not engage with Emerson until mid-December, at which point it agreed to a January fourth meeting. While initially we were encouraged by NI's offer of a meeting, during these discussions, NI shared only high-level information about its business and refused to respond to key diligence questions provided ahead of the meeting. NI told us that this would be the extent of their engagement and asked us for a revised view of value, after which we reiterated our $53 per share proposal. The strategic review process NI announced continues the track record of delay and evasion. What was NI's board doing privately for two months as it evaluated options and continued to avoid engagement with Emerson? Why did NI choose to wait until now to announce the review publicly? We feel that NI shareholders are due the transparency their board has denied them. Today, we are disclosing all of our correspondence with NI beginning in May 2022 to make public our sustained track record of attempted engagement with NI without any meaningful or constructive response. You can read all of our letters and NI's responses on our transaction website, maximizingvalueatni.com. On the next slide seven, we believe our proposal adds important context to the significant increases in guidance NI has provided in recent months. In July 2022, with knowledge of Emerson's approach, which was not shared with NI shareholders. NI substantially increased its 2023 outlook. After lowering its 2022 revenue guidance at the end of April, just three months later, NI guided to a mid-teens top line growth rate and adjusted its 2023 margin improvement to three times larger than its prior guidance. This came even as NI demonstrated continued challenges expanding its margins. We questioned NI's motivations for this revised guidance and saw a disconnect between current performance and NI's updated outlook, particularly in light of a challenging macroeconomic environment and continued supply chain challenges. At its September 15, 2022 investor day, NI reaffirmed this guidance and said it would achieve a further 200 bps operating margin expansion by 2025. NI shares fell 3% on the day, underperforming the market as investors and analysts continued to doubt NI's ability to execute and deliver these results. With its third quarter earnings results reported on October 27, NI announced record quarterly revenue, but also reported decelerating order rates, pushing its share price down the next day 3% again, even as the Nasdaq index was up nearly 3%. Factoring in continued uncertainty, almost all of NI's sell side analysts have revised their estimates for both the fourth quarter and fiscal 2023 downwards, as well as their target prices. Clearly, the market is concerned about NI's ability to achieve its targets. We think the existence of our offer and our numerous engagement attempts are important context for investors to have to understand NI's guidance. I'll now pass the call over to Ram, on slide eight, to talk about how NI fits into our strategy and portfolio transformation. Thank you, Lal. While we are disappointed with the lack of engagement to date, we remain confident about the compelling benefits of bringing our companies together and the long-term value creation opportunities in the test and measurement space. As you know, over the past year and a half, Emerson has announced and completed a series of value-creating strategic transactions to align our business towards key secular macro trends. We have been clearly advancing our efforts to create a higher value, cohesive industrial technology portfolio, divesting non-core businesses, and pursuing acquisition opportunities that will help expand and reinforce our capabilities across the automation space. We recently highlighted this progress at our investor conference in November, where we spoke about plans to further build on our global automation focus. This proposal to acquire NI is the next step in that journey. Emerson has long admired NI as a leader in electronic test and measurement. We believe combining our two companies is fully aligned with our portfolio transformation and would advance our position as a premier global automation company. The test and measurement market is one of the four priority target adjacencies we presented at our recent investor conference, along with industrial software, factory automation, and smart grid solutions. With favorable long-term trends, attractive and diversified end markets, and an estimated priority TAM of $35 billion, it is a fast-growing complement to Emerson's portfolio. Please turn to page 9. NI is a $1.7 billion electronic test and measurement business with 70%+ gross margins, serving 35,000+ customers across diverse end markets. NI's hardware and software solutions help customers constantly evolve and bring state-of-the-art electronic components to market faster and at a lower cost. NI provides flexible and modular system-level test solutions with an open and interoperable software platform that enables customers to automate their test processes in increasingly complex and fast-changing end markets. As you can see in the pie charts, NI's end market mix is well-balanced between semiconductors and electronics, aerospace and defense, transportation markets, and its portfolio segment that serves many industries like medical, life sciences, energy, and academic. NI is well-positioned to capitalize on key secular growth trends in these market verticals that offer compelling growth vectors over the next several years. Much like us, they also have a strong international presence with more than 50% of their sales outside of the Americas. Please turn to slide ten. Clearly, the acquisition of NI would further advance our global automation focus by giving us exposure to a favorable strategic adjacency through a business with an attractive financial profile and a complementary technology stack of intelligent devices, controls, and software. Combining our two businesses would enable Emerson to further expand and diversify its customer base with highly attractive and diversified end markets with strong secular tailwinds. NI has an attractive financial profile with clear opportunities to streamline R&D and SG&A costs through Emerson's operating discipline. We're confident this combination would generate significant value to our stakeholders as we expand and diversify the segments and markets we serve and accelerate the development of innovative offerings for our customers. Now please turn to slide 11. With NI, Emerson would gain a strong complementary portfolio of differentiated electronic test and measurement product and software offerings that aligns with our technology stack in the core automation markets. NI's test and measurement technology is truly best in class and would enable Emerson to further expand and diversify our customer base and strengthen our automation portfolio with highly attractive end markets. In markets like semiconductors and electric vehicle manufacturing, NI expands Emerson's reach into the design and validation phase of the life cycle, providing critical early access to customers. NI also brings a unique and industry-leading software capability that helps customers automate their test processes and analyze results to drastically improve product designs and enhance production yields. Please turn to slide 12. We believe NI has an opportunity to significantly improve its track record of innovation operating under the Emerson management system. The execution on LabVIEW NXG, the successor to LabVIEW, is an example of NI's innovation challenges. This was a major software development program to revamp a flagship product 30 years after the original release of LabVIEW that required significant non-reoccurring engineering and R&D investment totaling $hundreds of millions. It failed to gain traction, and only 3 years after its 2017 release, NI announced it would stop releasing new versions after 2021. This misstep occurred during a time of exceptional growth and innovation by peers such as Keysight, who successfully launched products tailored to the 5G transition. In contrast, Emerson has a proven track record of innovation and successfully launching new products across our portfolio. With that, I will turn the call back over to Lal. Thanks, Ram. As you can see on slide 13, NI is a high gross margin company, however, has an inflated operating cost structure compared to peers. NI's SG&A is 18 points higher than peers, and R&D is 10 points higher. With this elevated cost structure, NI sales productivity has continued to significantly lag peers with a peer medium more than double NI's. By applying the operational excellence principles of our management system and proven productivity levers, Emerson sees significant potential for profit and cash improvement across the NI business. Please turn to slide 14. Our product innovation management system and operational expertise continue to help Emerson outperform peers. Our underlying sales grew 9% in 2022 as we seized organic growth opportunities and the significant margin expansion we have achieved in recent years continued as we drove higher adjusted EBITDA and adjusted EPS margin. We have industry-leading margins across our portfolio. In addition, our strong free cash flow conversion continues to drive our disciplined capital allocation framework. As evidenced by Emerson's recent acquisitions, we are excited to leverage our scale and operational expertise as we bring our companies together and integrate our capabilities. As we continue our portfolio transformation, including the acquisition of NI, we are confident in our ability to grow faster, achieve higher margins, and continue our excellent cash flow conversion. Turning to slide 15, we believe this transaction would create significant value for our shareholders, and as mentioned earlier, we see opportunities to improve NI's operating margins, cash flow, and innovation engine. The transaction would be accretive to Emerson's adjusted EPS in the first year, meets Emerson's communicated returns threshold, and will improve Emerson's overall growth. Key areas for synergy targets include in R&D, where we can enhance the productivity of investment and streamline NI's products. We can use our scale and commercial excellence capabilities to drive more go-to-market efficiency for NI and accelerate shifting to a distribution model. We would seek to streamline NI's duplicative functions and adopt a regional best-cost model. To recap on slide 16, we are prepared to work immediately to reach an agreement that delivers substantial value to NI shareholders. We have performed outside-in due diligence on NI, and we have only limited and specific confirmatory due diligence requirements. We are ready to immediately work towards signing and announcing a definitive agreement quickly. We have no financing contingency, and we do not anticipate any significant regulatory risks or delays given the complementary nature of our business. We have tried repeatedly to privately engage with NI and reach a friendly transaction. Our proposal provides a compelling premium. We urge NI shareholders to encourage the board to engage with Emerson and ensure its public strategic review process is not merely another delay tactic. In closing on slide 17, we hope Emerson will have the opportunity to move towards a transaction with NI. We know that NI has announced the review process. We felt NI shareholders should understand the context of that review and our repeated attempts to engage. We look forward to engaging with NI and working towards a transaction. We are confident that our $53 cash offer is compelling for shareholders. NI shareholders should make their views heard to NI's board and management. Thank you very much. That concludes our presentation this morning. We will now turn to Q&A. Operator, I'll turn it to you. We will now begin the question-and-answer session. To ask a question, you may press Star-Then-One on your touchtone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw from the question queue, please press Star-Then-Two. The first question is from Deane Dray of RBC Capital Markets. Please go ahead. Thank you. Good morning, everyone. Hey, Deane. Hey, I appreciate that you're going public here with the appeal directly to the shareholders, given the circumstances. A couple questions. Actually, a long time ago, I did cover National Instruments, and I'm familiar with LabVIEW and how they fit into the test and measurement world. Maybe just can you touch on synergies? It's pretty clear that there are cost synergies there, given SG&A and R&D, but just could you talk a bit about frame, potential revenue synergies here? I think you hit it on the nose. I think the more apparent synergies are clear on the cost side, as you outlined. We do see opportunities, as I mentioned, Deane, around R&D, innovation, acceleration, productivity in R&D, the use of best cost, which we have optimized both in Asia, Central America and Eastern Europe. The go-to-market strategies of NI, the evolution of their channel from tiering of accounts into distribution, I think those are areas that we can certainly drive synergies around. Okay, that's helpful. Just one quick clarification. In Ram's remarks, it sounded as if it was National Instruments checks the test and measurement box. Doesn't it also check the industrial software box, given LabVIEW and further penetration in that market? That's certainly arguable what the% of software is within NI. It's not entirely clear to us. It is a growing and relevant part of their business. I agree with you, Deane. Great. Thank you. Best of luck. Thank you, sir. The next question is from Stephen Tusa of J.P. Morgan. Please go ahead. Hey, good morning, guys. Good morning, Steve. Guys, remain busy here. Slide 11 is helpful. Just like it's kind of unclear how much is software. How does the revenue break out between the, you know, kind of control layer and the intelligent devices? Yeah. I mean, I think, Steve, Ram here. Software and services is around 20%, approximately. That's what we know. Frankly, the rest is hardware. Now that ultimately is, you know, a lot of it is in the intelligent device layer, their PXI modules, you know, 600 plus modules. Most of it is there, but they do have a substantial data acquisition business. I mean, how much is split between control and intelligent devices, we don't quite know. But the approximate split between control, intelligent devices and software is 80-20. Where do you guys actually, like, see them out there in the field? When it comes to distribution, I know they kind of a big part of their business goes direct, but do you actually overlap at all with any distributors? I'm just curious as to kind of like, where you bump into these guys, because I know they're kind of in different disciplines, right? You guys are a bit more on the op side, and they're more on the test, you know, side, if you will. Correct. Correct. We don't necessarily bump into them either, at customers or distribution. It is truly an adjacency that moves us into the test space in end markets we like. I think the obviously the technology stack is consistent with what we do, but we are in completely different end markets. Okay. One last one. How much of the high gross margin here is a function of the actual, you know, I guess as a function of how much they're spending on the SG&A and the R&D side? Is there risk as you cut into that spending, you know, the value that the customer is ultimately gonna see? You know, they're essentially spending to get that gross margin. At any risk that that's, you know, kind of structurally dependent on the level of spending, the business model kind of is what it is? Yeah, I mean, we'll be obviously careful in evaluating that, but our estimates say that I think we can still maintain the great gross margins while driving productivity in the R&D. I mean, I think that's the thesis, and I think we're pretty confident about that. I mean, Listen, I think the fact that they sell to 35,000 customers, they have a wide, broad array of technology that they sell to these customers is reflective of the gross margins. Many of the end markets they serve, particularly their portfolio business, lends itself to high GPs. They've done a great job there. The complexity of their product offering and the number of modules they offer is a function of the price and GPs they command. With all that said, I think we can certainly drive efficiency in the R&D spend while protecting the GPs, which is gonna be important in our thesis. Great. Thanks a lot. Appreciate the detail. The next question is from Julian Mitchell of Barclays. Please go ahead. Hi, good morning. Maybe, just one question, for Lal, perhaps. You know, looking at that slide 6 and kind of the timeline there. You know, you've raised the offer price, once in, during that sort of nine months of negotiations. I just wondered, you know, from the perspective of sort of Emerson shareholders, how do you characterize the sort of valuation discipline from here on Emerson's part? You know, let's say in the event that someone else comes into the picture looking at NI, any sort of context around, your perspectives on that, and I suppose the degree to which, you know, you really want this specific asset, as opposed to others that may be available in the T&M arena. No, it's a great question, Julian. Thanks for asking. Look, La I can tell you at this point is that we will stay disciplined and within the construct of returns that we communicated to you on the 29th of November. There will be a point where this doesn't make any sense for the Emerson shareholder, which is what I always have in mind. That's what my job is to create value for the Emerson shareholder. At this point, we're still well within those objectives of financial returns, but if ultimately gets to a point, we obviously will step away. Thanks very much. Just a second one. You know, going back to that slide 8, you talk about the overall test and measurement TAM being $35 billion. You know, clearly sort of the implied market share of NI within that is quite low. Maybe help us understand, you know, what are those niches or market areas where NI's share, you know, is particularly strong in terms of kind of franchise value within specific industries or geographies that you'd call out where it's particularly powerful in its presence? Julian, Ram here. The $35 billion market we communicated is fundamentally electronic, electrical, and environmental testing, okay. That's broadly speaking. The electronic test market that NI plays in is a $20 billion market. The $15 billion is really the environmental and the electrical testing that make up the rest. Within the $20 billion market, you know, you can break that market between modular hardware, discrete hardware, certainly software and services. NI has a leading position in modular hardware and a leading position in software. That's really where they have their strength. Certainly markets like A&D, transportation are good markets for NI. Certainly the portfolio businesses that they describe, which is life sciences, medical, energy, academia. They've done a really good job in the design validation solutions they provide. They're building a presence in the semiconductor space, particularly in 5G communication. They have a decent position in the markets. We certainly like their broad exposure to customers and different segments of the test and measurement market, and we do believe we can build on that. Great. Thank you. The next question is from Jeff Sprague of Vertical Research. Please go ahead. Thank you. Good morning, everyone. Hey, just a couple from me. First, just back on the growth, and you gave the example of NXG being, I guess, a failed attempt, so to speak, to extend a product and drive new growth. You know, as you've done your due diligence on this and given the level of R&D, and apparently the number of feet on the street, what is it about, you know, how this management is running the company that's kinda resulted in just growth being subpar relative to the market overall? Is there anything else to add to that equation? No, look, I think it's, I think, Jeff, this is all. I think there are opportunities to optimize, as we talked about. There's a significant amount of stickiness in LabVIEW in the marketplace for users of the technology, which use it as a phenomenal base to program their lab processes, testing processes in a lab environment. That obviously is a driver. From our perspective, really productive innovation and not allowing scope creep into the innovation processes is what we interpret to have happened with NXG, is an important element here. That's where the disciplined processes that we can bring and that we run at Emerson, I think it adds tremendous value. Just coming back to, you know, the roadmap you laid out to us in November and, you know, the four areas of interest. You know, you did clearly say that, you know, you're not in test and measurement, and therefore, if you were to enter, it needed to be at scale, and I guess this would qualify. But maybe just give us some sense of, you know, is there a different path in test and measurement? You know, a combination of smaller deals perhaps, or also how you view kind of this potential significant outlay of capital for this particular asset if you do get it over the finish line relative to your ability to action things in the other three areas? Great question, Jeff. No, look, I think, one of the unique aspects of the four adjacencies is that they're large and they have multiple give us a lot of optionality from an M&A perspective. There are multiple paths to gain scale and relevance in these spaces. We think relevance is important, relative market position is important. This is a unique opportunity to create value in a business and to build around it. To answer your question, yes, we are. We've been very active. We've had many conversations, not just in test and measurement, but in other spaces, and continue to keep other options open for future potential future M&A. Great. Thank you. Good luck. Thanks, Jeff. The next question is from Tommy Moll of Stephens. Please go ahead. Morning, Tommy. This announcement is certainly consistent with the message you laid out at the end of last year, Lal, just having identified test and measurement as an area to deploy capital. I wondered if you could give us more on the industrial logic here. Ram, you started down that path. I think you talked about how consummating this transaction would bring you in on the design and validation phase in some key end markets where you do play and would like to play more, like semis and EV. Just to the extent you could articulate why, again, you wanna make a big play in test and measurement would be helpful. Thank you. I'll go first then pass it to Ram, Tommy. The alignment on the secular trends, if you recall, as we built out our adjacency work, we really started with understanding of where spend was going to occur over the next decade or so. If you think about the test and measurement space specifically, the drivers around semiconductors, EVs, sustainability, battery growth, many of the aerospace and defense, many of the elements that Ram outlined work very well here. That's the strategic rationale that gets us into the space. Then, of course, we talked about the specifics around NI's technology and how we can create value along the technology stack that aligns incredibly well with Emerson's. Yeah. I mean, the logic, Tommy, as we laid out for the adjacencies, the end markets, the discrete end markets are markets we covet. You know, we play in traditional automation there. Certainly automation of test, both in terms of design, validation and production testing, is what NI brings to the equation. We like the end markets, we like the growth, we like the automation of test as a thematic to expand our global automation focus. The tech stack, which is very important on slide 11, is a very, very complementary tech stack to what we do. I think that's an important element of why we like the adjacency. It is an adjacency, but we like it, and we do believe that we can bring a lot of value in how we run this business as an automation company and automation of test. The other element is the software element of this is appealing, and there's a lot of software that test and measurement will bring into the equation. One last comment. Sorry, Tommy. One last comment that we shouldn't overlook. The diversification- Yeah. That the test and measurement space as a whole and specifically NI brings for the Emerson shareholder is very relevant. Thank you. As a follow-up, I wanted to address some of the points you made on synergies. You highlighted the R&D and G&A opportunities. I'm thinking through the strategic review that NI has announced here, and you'll probably at some point have some financial potential financial sponsor type buyers looking at this asset as well. Emerson as a strategic can potentially bring more value creation opportunity there and be a better owner of this asset. Maybe you could comment on the potential there. What can you bring that a financial sponsor would not be able to bring? Yeah. No, I think it's aligned with the way I described the synergy opportunities. The R&D, the productivity around innovation, efficiency, the streamlining of the product portfolio. It's the realignment of the channel that's underway but has somewhat sputtered. Accelerating that shift, using our scale and understanding of our efficiencies around the world, our best cost opportunities which are relevant across engineering, customer care, finance, HR, and other functions. Of course, we cannot overlook the tremendous cost takeout opportunity around the corporate and G&A structures. I appreciate the insight, and I'll turn it back. The next question is from Nigel Coe of Wolfe Research. Please go ahead. Thanks. Good morning, everyone. Look, the benchmark analysis on, I think slide 13 is probably the key chart, right? Keysight's at 30% plus EBITDA margins. Seems like you're saying there's no reason why NI can't be at that level as well. I'm curious, on the functional cost, you said 8% of sales. You know, what is the right level you think as a subsidiary of Emerson? On the SG&A side, you know, how important is this distribution model? You know, what do you think is the right mix of distribution between direct and through channel? Yeah. I'll take a crack at the question on distribution. I mean, I think it's important to understand that as if you look at NI strategy, I mean, they have a pretty significant portfolio business which sells into a lot of customers, 35,000 customers, where there is a more efficient go-to-market approach. Frankly, NI themselves have recognized that, and over the last year and a half have been clearly moving toward a direct and distribution channel for their traditional customers in the bottom of their tier. They tier their customers by one, two, and three. They are building a meaningful presence with a direct channel on some of their bigger growth opportunities, the emerging space around EVA, DAS, battery, 5G. I think we'll have a good, you know, strategic view of the go-to-market approach, where we do believe distribution and digital plays a significant role. I think it'll enhance the effectiveness of their go-to-market, but be obviously more cost optimized, and so that's a significant part of our synergies. This concludes our question-and-answer session and today's conference. Thank you for attending today's presentation. You may now disconnect.