伊頓 (ETN) 2011 Q3 法說會逐字稿

Ladies and gentlemen, thank you for standing by, and welcome to the Eaton Corporation third-quarter earnings conference call.

At this time, all participants are in a listen-only mode.

And later, we will conduct a question-and-answer session, with instructions being given at that time.

(Operator Instructions).

As a reminder, today's conference is being recorded.

I would now like to turn the conference over to your host, Senior Vice President of Investor Relations, Mr.

Don Bullock.

Please go ahead, sir.

Good morning.

Welcome to Eaton's third-quarter 2011 earnings conference call.

Joining me this morning are Sandy Cutler, Chairman and CEO, and Rick Fearon, Vice Chairman and CFO.

As has been our practice, we will begin today's call with comments from Sandy, followed by a question-and-answer session.

The information provided on our conference call today will include forward-looking statements concerning the fourth-quarter 2011 and full-year 2011 net income per share and operating earnings per share, fourth-quarter and full-year 2011 revenues, our worldwide markets, our growth in relation to end markets, and our growth from acquisitions.

Those statements should be used with caution, and are subject to various risks and uncertainties, many of which are outside the Company's control.

Factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in today's press release and related Form 8-K filing.

As a reminder, we have included a presentation on the third-quarter results which can be accessed on the Investor Relations web page.

Additional financial information is available in today's press release, which is located on Eaton's home page at www.Eaton.com.

At this point, I'll turn it over to Sandy.

Sandy?

Thanks, Don.

Good morning everyone.

I hope you've all had a chance to pull up the earnings release presentation.

I'm going to work from that here in our call to kick things off.

I'm going to move right to page 3, the highlights of the third quarter.

We had, really, a terrific third quarter.

I think you've all seen many of the numbers, revenue's up 15%, EPS fully-diluted numbers up to 37%.

And so when you look within that, we think there are 5 or 6 noteworthy points we wanted to share with you.

First, the operating earnings per share of $1.08 were an all-time record, eclipsing the previous record of the second quarter of 2008, when revenues were still about 4% lower than they are today, and we think that really reflects the improved cost structure and the stronger margins across the Company, as well as a lot of the diversification work that we've been doing.

Also, record net income per share of $1.07.

Sales for the third quarter were $4.123 billion, sales up 15%, as I mentioned, from a year ago, end markets up about 11%, and now about 27% of our revenue's coming from emerging markets, and that's a year-to-year increase of about 20% in emerging markets.

Really pleased with the record segment margins of 14.6%, that eclipsed the previous record of 13.9%, last quarter.

It would have been 15.2% without the commodity hedge mark-to-market costs.

We'll talk more about that.

And we think fairly significantly on a year to year basis, that's a 35% incremental when you don't include the Forex and acquisitions and the mark-to-market numbers, so very much out the top end of the range we had been targeting this year.

Quarterly operating cash flow of $642 million, just missing the all-time record of $644 million in the fourth quarter of 2008, and it was particularly significant about that, as we'll all recall, in 2008 we were running off working capital as volumes were declining.

We're now in a period of time when volumes are still increasing.

Finally, we repurchased 2% of the outstanding shares in the third quarter, that's about $275 million we spent doing that, about 7 million shares that we brought back at a price just over $39 per share.

If we turn to page 4, talk a little bit about the third-quarter guidance that we had provided, as well as said in our actual results, you'll recall that we have increased guidance 3 times this year, the most recent was the $0.10 increase for the second half of 2011, which we outlined in our July earnings conference call.

So against that increased guidance, we hit the midpoint of our guidance.

We mentioned that, having bought back shares, there was a slight benefit of that, about $0.01.

Our overall cost controls contributed about $0.01.

We had a lower tax rate.

We'll talk a little bit more about that later, just over 15% versus the 18% that we had guided to for the quarter.

Then the commodity hedge losses of the mark-to-market, about a $0.06 negative, about $23 million in total.

And that leads to the $1.08.

If we turn to page 5, a couple highlights here.

Again, the 15% increase in sales, the 36% increase in net income, on an EPS basis, that was 37%.

If you look to the left hand, just to start there, in the left hand box, the slightly blue box, market growth of 11%.

The first quarter, you recall, was 14%, second quarter, 12%.

Market growth of 11%.

This is pretty much in keeping with what our view has been, as we came out of a big rebound year in 2010.

We're in a transitional year in 2011 where you're starting to see the rate of growth start to decline, but still attractive growth.

We'll talk more about 2012 outlook just a little later in these presentations.

The third quarter, revenues of $4.1 billion versus the $4.090 billion in the second quarter, up about a percent, 1% sequential, second quarter to third quarter.

Without the Forex change, that would have been about 2.5%, which is pretty much in line with what you see our normal second to third quarter and that Forex impact was about $60 million negative, in terms of how it impacted our revenues in the third quarter, compared to the second quarter.

Strong segment profit, as you see -- and again, if you step back to the Forex numbers in that blue box, in the first quarter this year, it contributed about 2%, in the second quarter, 6%, and then the third quarter, 2%.

And that really gets back to that $60 million difference, quarter-to-quarter.

If we go to chart 6, a really strong quarter for our Electrical Americas segment.

You can see, sales up 11%.

Operating profit up 11%.

Record all-time quarterly revenues, again, let's remember that the time when the non-residential market is clearly not back to the heights that we saw during the last peak.

Bookings up an astounding 21%, really delighted with the strength there.

Our backlog up 15% to all-time records at this point.

And we are convinced the non-residential markets have bottomed, and are starting to show a modest growth, particularly in the non-commercial segments, but even in portions of the commercial segments, we think there is the beginning of some good news there.

Then adjusting for the mark-to-market commodity hedge costs of about $11 million, the operating margins would have been on the order of 15.8%, so really a very strong quarter, we think, setting this business up for both the fourth quarter and for 2012.

Electrical rest-of-world segment, overall sales up about 7% from a year ago, but down 4% from the second quarter of 2011.

And of those 4 points, in terms of the sequential growth, about 2.5 points was due to Forex.

Bookings down some 9%, continued softness in the residential solar markets, and adjusting for the mark-to-market commodity hedge costs about $11 million.

Operating margins were about 9.7%, and we anticipate margins in the fourth quarter will be on the order of about 10%, again.

We don't anticipate the residential solar market will really start to strengthen until we get to the mid-year of 2012.

That really has to do with the significant inventory that's out there in the channels around the world in residential solar at this point.

If we move to chart 8, which is the hydraulics segment, again, a really terrific quarter.

Sales up 23%.

Note that our operating margins expanded by another 230 basis points, up to 15.3% from a year ago.

Bookings up 20%, again, leading to a record backlog.

Continued strength in the Americas and European markets, but as we talked about earlier this year, orders in the China construction equipment market really cooled in the springtime, and have remained weak through this time period, and we think are not likely to recover until we get to the midyear of 2012.

Again, if you look at the quarters, sequentially, the second quarter we had $728 million of revenue.

So we're off about 2%.

Just under a point of that's due to Forex, and so this is very much in line with our normal seasonal pattern, where the third quarter is a little weaker than the second quarter for our business.

Turn to page 9, the Aerospace segment.

Very pleased with the rebound in the Aerospace business.

Volumes up 8%, margins up 130 basis points from last year, but more significantly, the second quarter of 2011, our margin was at 12.2%.

We had told you at that point that we expected that the second half, we would see these margins rebound as we got the program cost issues that we addressed in the first quarter resolved.

They, in fact, have been, and you see these margins now back to our level of expectation, very close to 17%.

Also, bookings up some 16% in the quarter.

And really, that's all on the commercial side.

Aftermarket is up 6%.

We, as we have shared with you on numerous occasions, are quite optimistic about the outlook out ahead of us here as we see commercial builds, both in Europe and in the US, expanding very significantly over the next couple years.

On the Truck Segment, that's chart 10, a real boomer of a quarter.

Sales up 34%.

Margins up 550 basis points to 19.4%.

If you look at the sequential second quarter to third quarter, you'd see our sales were up about 6%.

And actually, that number too was a little bit depressed by Forex, about 2 points down, and that really reflects primarily Brazilian currency.

So record quarterly revenues here, despite the NAFTA market still below peak levels, and clearly the implication of that is we have strengthened the size and breadth of this business around the world, so that, while the NAFTA market is important to us, it has nowhere near the importance to us relative to the total volume that it once did.

NAFTA production in the third quarter, about 68,000 units, and we revised our full year outlook to 255,000 units of production here in NAFTA, down from what you recall, the 265,000 we had previously, and really, we don't see that as much as a demand adjustment as we do as to what will actually get built due to a variety of supplier issues, not Eaton, in that regard.

If we move to chart 11, the Automotive segment.

Really just a sparkling quarter of performance, volume up 13%, margins up 400 basis points to 14.0%.

A really terrific quarter.

If we look at the sequential relationship, we were down about 4% in volume from the second quarter.

Pretty typical relationship here, the third quarter being a little weaker than the second quarter, due primarily to Europe, very strong profits.

We saw the US light vehicle market grow about 7%.

And the European numbers have been holding up quite well in spite of all of the clouds of gloom and doom in Europe.

As we think about this particular segment, we had really just outstanding mix, outstanding execution, little higher third-quarter volume than we normally have.

We are holding our 12% full-year margin and so we really look at this quarter as being a little out of pattern on the plus side, but really terrifically strong in that regard.

If we turn to page 12, we're obviously coming down to the last quarter of the year, so we're just doing a little tuning here in terms of our expectation of markets.

You can see we held the overall growth at 11%.

You'll note that in the Electrical rest-of-world index, we weakened that slightly, just down 1 point.

That's really the weak solar markets, and some softening in China as well.

On the hydraulics index, we weakened the non-US portion of this by 2 points, which brought the overall market down by 1 point, and that's really the China construction market, obviously a very fast-growing market, 1 that we've got a lot of confidence in long-term.

But it got off to such a roaring start in 2011, early in the year, it's now going through a period of digestion as they've been trying to engineer a soft landing, and we think it comes back by the time we get to the middle of next year.

Aerospace up by a point, really reflecting the continued strength on the commercial side.

NAFTA heavy duty, on the truck side, you see, we tuned it down just a couple of points there, and that was really the change from 265,000 units of production to 255,000.

Then the Automotive index, we took it up globally by a point, as we continue to be surprised by the strength in that marketplace.

So, I would describe this more as tuning than anything else and perhaps setting us up for rates as we move into 2012.

If we move to chart 13, our outlook on our segment margins.

In light of the continued weakness in some of the demand that I mentioned to you in the Electrical rest-of-world, we took that margin full year down from 11% to 10%.

Otherwise, no changes overall.

Chart 14 outlines our fourth-quarter guidance, both for operating earnings per share and net income.

As you can see, we've maintained the guidance that we outlined when we raised it in our last earnings conference call.

We've simply narrowed the range here as we're getting in closer to the year and felt that the $0.10 was a more appropriate range for 1 quarter.

If we move to the chart 15, this is our reconciliation between the third quarter of this year and the fourth quarter.

You can see really 3 items here.

Let me just deal with the tax rate first.

This is the tax rate of roughly 18% to 19% in the fourth quarter, it's reflecting little higher continued mix of what's happening in terms of US income.

But frankly, our rate in the third quarter was slightly depressed, and we can chat a little bit about this, so this is a little bit more normal range for us at this point.

Lower number of shares, as we mentioned, we get the full-year impact -- excuse me, the full-quarter impact, if you will, of the buybacks we did in the third quarter which were not equally spaced over each of the months in the third quarter.

And then the recovery of the hedge losses, we'll talk more, I'm sure, this morning about hedge mark-to-market accounting.

But we were -- really caught a low spot in terms of the market, in this very volatile activity that you may recall occurred in the last 7 to 10 days at the end of September.

We would not expect to have to repeat that mark-to-market, and frankly we think we may get a little recovery of some of those hedge costs as well, since they've already popped back up.

So that's really a reconciliation that gets us to the $1.11.

If we move to chart 16, this is the same bridge that we provide you with in each of these calls, trying to give you the annual bridge between 2010 and 2011.

Just a couple items to note here.

In the market improvement of 11%, it's a 33% margin, for those of you who are looking for line item for mark-to-market commodity costs, they're really embedded in that line.

We did take down our market outgrowth, and so there's about $0.09 of lower income on that line than you saw the last time you saw this chart.

You saw, we also reduced our Forex for the full year by about $0.01, and then our acquisitions, the full-year impact this year of acquisitions has increased slightly by $0.01, so that top category came down by $0.09.

The bottom category obviously gets better by $0.09, to still hold the $4, so the higher tax rate is actually reduced by $0.05.

The number of shares is reduced by $0.03, and the pension cost is reduced by $0.01, since the last time you saw that.

So hopefully that gives you a quick bridge in the changes.

If we move to chart 17, really the changes on this chart is that we've taken about $100 million of volume out of the forecast for this year.

As you can see, about $100 million came out in outgrowth.

We took out our acquisition revenues were up by about $25 million.

And the Forex is down by about $35 million.

The other change you would notice on this chart is the tax rate is slightly different now, full-year, reflecting the better-than-expected tax in the third quarter.

And then you'll see that we've provided our first explicit guidance for the fourth quarter here.

If we then move to chart 18, just a few comments on 2012, and largely, most of this is reflected I think in market valuations, really, since you started to see global consensus GDP and manufacturing, industrial production numbers being reduced in that July and early August time period.

So, our outlook is that we think 2012 will be a year of modest global economic growth, but we shared these same numbers, and again these aren't Eaton numbers, these are consensus numbers.

When we shared these numbers with you in our July conference call, consensus GDP was at 3.7%, it's now at about 2.8%, so roughly a 24% to 25% reduction in what was then expected to be growth rates for 2012.

The numbers are the same for manufacturing, industrial production.

They're down from 5.2% to 3.9%, which again, is about a 25% reduction.

We know that a second issue that's very much on your mind, our mind as well, obviously, is with these perpetually low discount rates, and the volatility and equity valuations, what's likely to be the impact of that on pensions.

Well, we don't have any final information at this point.

Really, our best guidance we could give you is that we think the combination of the current interest rates and the asset values would mean that we might have about $0.10 earnings per share of additional expense above 2011 levels in 2012.

Now, from a funding point of view, probably something on the order of about $300 million of funding for our US qualified plan.

Now, let me just anticipate that 1 other question that, believe me is on our minds, as I'm sure it is on your minds at this point is what's going to happen in 2012 in terms of kind of the macroeconomic view.

And our view of this at this point is that Eaton is performing very strongly in a relatively slow growth macroeconomic environment.

We've seen our sales from an economy point of view go through the transition of the first, as I mentioned, the first big rebound year into a year now of slower growth, still growth, but slower growth, as you're coming over top, and then as we got to the summer, and saw both the start of really a significant sovereign debt discussions in Europe and obviously the budget discussions here in the US, it's added a degree of uncertainty to try to look ahead over the next couple years.

So where are we today?

We're closely monitoring, obviously, those global market conditions.

We haven't witnessed a material change in our demand levels, at this point.

However, looking ahead to 2012, we believe the most likely scenario is 1 of slow global growth in the developing nations of the world, probably not a big surprise to all of you, with Europe being the weakest zone, and the stronger growth is going to continue in the emerging economies.

China seems to be successful in engineering a soft landing, and I think we got further confirmation of that with the October PMIs that you saw this morning, manufacturing PMIs, which were quite strong, and we expect the EU27 is going to have a pretty challenging first half to 2012.

I think again, confirmed by the weakening PMIs that we saw this morning for Europe.

So the key, we think, in this time period is to maintain flexibility.

Obviously, to maintain very tight expense control.

We think that's what our third quarter really signified, is again, real success in managing our costs, having very strong cash flow performance through this time, keeping real liquidity in our balance sheet, obviously taking advantage of a weak price environment to buy back our own shares, and then continuing to increase our margins, but having been successful in what we talked about quite a bit in the first quarter, is now really getting our pricing in line with our input costs.

With that, Don, we'll open things up for questions.

Thank you.

(Operator Instructions)

Our first question comes from David Raso with ISI Group.

Hi.

Good morning, everybody.

Hi, Dave.

Hello.

Hi.

Just trying to equate the 2012 GDP in industrial production, with kind of how you work, obviously with Jim, and equating that kind of growth in the macro into your own business.

So, thinking about last year at this time you had global GDP for 2011 you were thinking about 3.2%, and global industrial production at 5.1%.

And then a couple months later you gave us January sales guidance, for the market that you're in of about 8% and then you tacked on your own outgrowth.

So, if I'm now looking at today, looking at 2012 as slower global GDP of 2.8% versus the 3.2% a year ago, looking out to 2011, and global IP at 3.9%, again, lower than the 5.1% a year ago at this time.

Would it be inappropriate for me to think if -- the way I think of your markets with that kind of macro from Jim's work, is it kind of an end market outlook then for 2012?

Is it roughly around 6% or so?

Is that a -- would that be inappropriate to gauge it that way?

I think, Dave, I appreciate what you're trying to kind of track out.

It's -- we can't -- 1 year is not necessarily a direct corollary to the next because you get some differences in the markets, i.e, Aerospace is on a ramp up.

Obviously, we've seen an enormous pop in the Truck markets.

It's a gross simplification, I understand, I'm just trying to think about if where global GDP next year -- global IP, even for example, roughly 25% lower, 4% as versus 5%, Or 20% lower, you would think, okay, we'll they're thinking 8% market growth in January of this year.

When I hear you speak again in January, all else equal, probably thinking about 6%.

Is it somewhere in the realm?

If you want to take me through the individual pieces, that would be fantastic.

I'll do that for you in January, Dave.

No, I appreciate what you're getting at, I think what you can count on, generally, is if you take Manufacturing & Industrial growth, which generally, as you see, is higher than GDP, and you can add to it our expectation of outgrowth, and so take about half of that and add it on top, and then whatever you think we're going to do on top of acquisitions; that's not a bad planning scenario.

When it comes to your outgrowth opportunities for 2012 versus how you thought going into 2011 or even as you have experienced in 2011, I noticed the outgrowth come down a little bit of late.

Can you give us a little bit of an update on how you're positioned?

Part of the challenge when these markets are oscillating a lot is the economic indices that we try to use become, what I'll call, more approximate than precise.

That's particularly true in the emerging nations, where the data is just not quite as robust.

I think for planning purposes, I think you can use a 50% on top of that number.

I'd be comfortable with that, David.

And lastly, for Electrical Rest of World, can you give a little more color?

I know the Inverter business hurt, but maybe again, if you could size the business as it sits today.

What are some of the other trends, because I assume the bookings down that much, correct me if I'm wrong, it wasn't just that 1 business.

So, if you could flush that out a little bit it would be appreciated.

If you go to the power distribution side of the business, we're actually positive and we're quite pleased.

I think that the Solar Inverter, which you called out, that's really the residential portion of that.

Again, just to be clear, has been the area where the markets have really backed up around the world as you've seen, less in feed-in tariffs and a series of changes in the technology as well.

We're quite confident that will come back.

We just think it's going to take some time to get through the inventory.

So, our view on that again is you won't see the residential solar business for us rebound significantly until we get to the middle of the year.

We think the fourth quarter, a rough margin run rate of about 10% is probably about the best view we can give you at this point.

Remember, in the first quarter every year, is generally the weakest quarter for our Electrical business, and then we would expect to start to see things rebound next year.

But the trends in the power distribution in Rest of World have been good.

The reason I ask is power quality business, I'll throw utility in there, this year it's probably a $1.4 billion business.

It dominates your Rest of World.

The resi business is probably sub-$500 million.

How is the 1 inverter business driving the total Company, our total segment I should say, down 9% bookings.

What we've seen is that the -- there actually has been in the overall power quality business, that the third quarter was a softer quarter than what we've been seeing run this year.

That has been both at the single phase side of the marketplace, which tends to tie into sort of servers, if you will, server and that lower end of the market, and then the very big mega data centers actually slowed slightly in the third quarter.

The middle of the market has continued quite strong.

That's helpful.

I appreciate it, thank you.

Our next question comes from Ann Duignan with JPMorgan.

Good morning, guys.

Good morning, Ann.

Just a quick point of clarification on the mark-to-market.

Were there gains marking to market in prior quarters?

Hi Ann, it's Rick.

Maybe I should just give a little explanation around this.

I think it might help.

As you know, commodity markets do move around from quarter-to-quarter.

Normally, they move in relatively smooth trends.

What happened that created the loss in the third quarter is that we had an incredible downward move in commodities in the back half of September.

In fact, they declined in September, and many of the commodities were the largest monthly decline in over a decade.

So, you had about a 25% decline in copper, 25% in silver, 25% in lead.

And many of the contracts require the monthly mark-to-market to go through the income statement.

That's typically required where you're buying metal, where you don't have an exact match in the metal you're buying and the goods that you're purchasing.

And that causes the need to take it to the income statement.

We have had relatively modest gains across many quarters, but relatively modest.

What made this quarter so unusual was just the abrupt decline in the third quarter.

And what is your [inventory] experience?

(multiple speakers)

Ann, I might mention -- inventory -- and I would mention 1 other thing, too, is that, as we've talked about this, in any of these time periods, you may remember when we talked about economics for 2011.

We said we anticipated 2011 would be a year of increased volatility, both from a commodity and from a currency point of view.

Frankly, we never foresaw, as Rick mentioned, numbers that would occur in a 7 to 10 day time period, like we saw at the end of September.

We think, because of the fact that it's so volatile -- let me anticipate the next question is, how do we know it's not going to occur in the next quarter -- is we're actually pulling back slightly in terms of our exposure.

Because we're not convinced that while the world is anticipating a relatively slow growth kind of scenario going forward here that we may not see some more dramatic moves, and we just don't want to have that exposure.

Okay, that's helpful.

And then on the operating side, North America bookings were -- on the Electrical side, were obviously very strong.

Can you talk a little bit about were there any changes there?

Is it pretty consistent with what we've been seeing all year?

Maybe a little bit of color on what's going on in that market?

Sure.

It is largely consistent, Ann, with what we've been seeing this year is that, oil and gas has remained really, really strong, and it's been a great area of activity for us.

We started to see, as I was mentioning earlier, that the IT distribution market, which tends to be some of the more single phase area, weakened slightly during the quarter.

We saw again, as I mentioned to Dave's question, that server producers weren't seeing the outgrowth they've seen earlier in the year.

Latin America, very, very strong.

I mentioned oil and gas, chemical, very strong.

We're starting to see some of the projects up in Canada for instance around the oil-sands really come back to life and they've been a little bit dormant.

Mining quite strong, industrial markets quite strong.

I'd say the area that perhaps you hear a lot of data that is different is, you'll hear data around non-residential construction, and you'll hear very different views on this.

We think the data, particularly the revised data for the first half that's come out, has really confirmed what we've been talking about for the last 12 months.

Because we're seeing the bookings, which come well before the put in place, and so we're quite a good indication of watching our bookings, as giving a view into what we're seeing really develop here on the Commercial side at this point.

Okay.

I'll get back in line, because I'm sure there are a lot of other questions.

Thanks.

Our next question comes from Andy Kaplowitz at Barclays Capital.

Good morning, guys.

Good morning.

Sandy, could you talk about the Truck business in particular?

I mean, it seems obviously, like a lot of strength there in NAFTA, but also you have a pretty large Rest of the World business, especially in Brazil.

Could you update us on how much that business contributed to the strength in the quarter, and what you see going forward?

Yes, both questions here.

In North America, we remain convinced that this market could support the 265,000 in terms of production this year if we could get all the supply chains lined up in the industry.

But I think what we've been hearing from a number of our customers, and I think you've seen that in writing from them as well, is that some concern about whether everything will get built this year.

We'll know that answer when we get to the 31 of December.

That's why we took the 10,000 units out of our forecast for this year.

Having said that, I noted and you referred to it, that our quarter was an all time record quarter in terms of sales in our Truck business.

So, really, our business outside of the US has increased very significantly as a percent of our total Truck business.

As you can tell by the margins, it too, is a very handsome business.

There's no question that Brazil and the businesses that we base out of Brazil, are some of the strongest portions of our Truck business we built.

And so, with a variety of gains in terms of market share and important positions for real key customers, we're really pleased that business has grown significantly.

That would be the largest kind of year-to-year change, if you would, in terms of that outside.

We're active obviously in Asia.

We have a smaller business in Europe, but I would say it's our Brazilian business that is the piece that has really grown most significantly.

Sandy, do your guys gauge how much of that could be a pre-buy?

Any of it?

Some of it?

How do they look at that?

Yes, there are different emission standards coming in, but that business that we have in Brazil is fairly broadly based across both heavy duty, medium duty, agricultural equipment, bus markets.

So, we don't think there's a material impact in these numbers of what we would refer to in North America as these large pre-buys, that we can see every third year.

Okay.

That's great.

Just 1 question about acquisition activity.

Given the volatility in the market, it seems like it's been a little quieter across the industrial space in acquisitions in 3Q.

Is that kind of what you're seeing?

Is it a little quieter?

Are there good opportunities out there?

Do you anticipate accelerating your acquisition activity going forward?

Well, we continue to think there are very good opportunities, and there's quite a good flow of opportunities out there.

We were very pleased as you've seen over the last couple months to have closed 2 acquisitions in the filtration area.

We closed an acquisition in our Electrical business in South Africa.

We just added a very small utility grade Solar Inverter and that's the area of the solar market that is expanding relatively quickly.

So, we think the activity levels are actually pretty good out there and -- but at the same time, you obviously saw our view of what became our priority in the third quarter with our stock so undervalued, we really thought it was a very prudent time to buy in about $275 million of our stock.

That's great.

Thank you guys.

Our next question comes from Eli Lustgarten with Longbow.

Good morning, everyone.

Good morning, Eli.

Couple of clarification questions.

What's the actual shares outstanding at the end of the quarter?

Something like 338.

We'll pull it up for you in 2 minutes.

Yes, it was 337.

337.

Just double-checking, but -- yes, 337 at September 30.

Okay.

And tax rate for 2013, if you're 18%, 19%, fourth quarter, does that stay the next year or does it --?

For 2013 or do you mean 2012?

2012, yes.

That's long-term guidance there, Eli.

It's early and as you know, we haven't done our profit planning and mix is a very big determinant of the rate, but I think it's at this early juncture, Eli, I think it will be in the 16% to 18% range.

How high in that range really will be a function of how much US and Brazilian income, because those are our 2 countries that have the highest -- 2 large countries with the highest tax rates.

I think Mr.

Lustgarten accidentally disconnected himself.

He's not in the queue, anymore.

All right, then we'll move on to our next question.

Jamie Cook from Credit Suisse.

Good morning.

Good morning, Jamie.

2 quick questions.

1, in terms of 2012, you pointed out that pension could be a headwind of $0.10 or so based on your -- what we know today.

Are there any other costs that we should think about next year?

We can assume what we want on incremental margins, but anything else, as we think about modeling for 2012?

And then I guess my other question is, you talked about the Chinese construction market improving, I think by mid-2012.

Can you talk about a little more granularly why, what gives you confidence in what you're seeing in terms of some of the inventory glut issues, within China construction.

Let me take the second 1 first if I might, Jamie.

We've been talking, obviously, we serve not only valued US-based multinationals in China but we also serve quite strongly all of the major manufacturers that are China domestic.

And our conversations with them, really, going back to spring and again this summer and again this fall.

It really confirmed, as we do channel checks in some depth in China, that there was a very substantial oversupply, if the markets came to a really big slowdown in the springtime, on many of the construction equipment pieces.

That, as we've watched it, didn't burn off really through the summer, has begun to burn down this fall.

You may you be aware that there is a mandate to build 10 million new, what we would call low income housing units per year in China at this point.

To get back to those numbers, that market's got to be turned on during the first half.

We think we will see the government tune construction credit again.

Just as they have before, they did this in 2008-2009, and that will lead them for -- there's starting to demand.

That will chew the rest of the inventory up.

That's why we say we think for us, as orders flow through in production, that's probably a second quarter, mid-year type of event at this point.

So, we follow the data for you, we think we've got pretty good data there, but it does mean that we do feel that the Chinese government will restimulate credit in the construction market to ensure this building continues to go on.

That's really what our forecast is based on at this point.

I would tell you that this was the -- 1 of the first things that turned down in 2008 and that's why we've watched it so carefully.

It has not accelerated.

It has stabilized at a point at this point, so we take some confidence from that.

I think it's an example of how the government there is really fine-tuning or engineering a soft landing.

Coming back to the other cost issue, as Rick mentioned, we've really not finished our operating planning.

We're right in the midst of it at this point.

The reason we called out pension is we knew that was an issue very much on people's minds.

We don't have another sum that's sticking up at this point.

That would be the one I would point to.

Okay, thanks.

I'll get back in queue.

Our next question comes from Josh Pokrzywinski with MKM Partners.

Good morning, guys.

Good morning.

Want to go back to the commodities question here for a moment if we could.

If commodities stay here, what kind of benefit should we line up into 2012?

I guess the feedback we've been getting in the channel is that price is pretty well sticking across the board and I think other multinationals are seeing that as well.

Presumably here, you would roll into a benefit next year -- just order of magnitude, what we should think about.

There's so many scenarios, it's a little bit difficult to give you a number.

But having taken the mark-to-market loss, if commodity prices do improve and they are up a bit from the end of September -- copper this morning was up about 6% and silver was up about 5% -- there should be some modest benefits.

But again, I'd emphasize that Q3 is the abnormality.

Normally, these are very modest in any quarter.

It's unusual to have such abrupt movement.

So, I don't think it's going to be a major driving factor in your 2012 estimates.

And I guess, more on the price, cost delta versus any kind of hedge accounting.

And there, Joshua, I would say that we'll get at that, obviously, when we talk about our guidance in January, but remember where we are this quarter.

15.2% segment margins without the mark-to-market, which we feel we're sort of an atypical event.

Remember, our goal has been to get to 16% segment margins.

So, we're a little bit ahead of plan, if you will be, from where we started on this when we announced those goals earlier this year.

But I would also say, and many of you have asked this same question about what should I think about in terms of incremental margins, as I start to move year to year.

Our guidance has consistently been that early in a cycle, we would be at the higher end of our range.

Later in a cycle, that will start to move down.

So, that you recall, we were over 40% in 2010.

This year, we guided to 33%.

And we're hitting those numbers, and this is for core revenue.

This doesn't apply to acquisitions or to Forex, which sometimes can be an error in terms of how to stack up numbers.

But I would expect that, going into next year, that number will be lower than the 33%, but we don't have a specific number yet.

Understood.

That's helpful.

And then just one last one.

With the strong bookings and record backlog in the Electrical business, how should we think about visibility in Electrical?

Are you pretty well locked in, in terms of the first half in terms of knowing -- or at least having a good sense of what shipments will be, or is this more of a first quarter dynamic?

Just kind of helping the calibration around visibility.

In our Electrical business, the major portion of the backlog if you will, will be -- and there we're getting visibility that can be 3 to 6 months out, tends to be in the power distribution business project business.

Or it tends to be in the big 3-phase business or the power quality business.

Those are not 100% of the business.

And so, the flow portion of the business is kind of comes in same month, goes out same month.

Having said that, we feel pretty good about that forward visibility in the Electrical business at this point, that we've got a pretty good view over the next 3 to 6 months.

You can get interruptions month to month in the flow business, and that tends to be confidence of distributors on stocking, and also short-term projects.

The reason we called it out is that it's -- we think it's a very good indicator that the non-res market is coming back, the industrial market is staying strong, and that's really good news for Eaton.

Got you.

I'm sorry, just a follow-up to your comment on distributor confidence.

Sounds like based on what WESCO is seeing out there, that the case is that distributors are reasonably confident.

Is that your sentiment as well?

Again, they're obviously a very good customer of ours and a major business partner, and they do very well in the projects business, and that business has been very strong, just as we're seeing from our backlog.

I would say the thing we've been trying to monitor really since mid-summer with distributor and channel partners -- and most of our businesses are -- has their confidence declined because of what I'll call the square dancing in capitals around the world on budget issues?

I think people are being cautious about that but they've not yet thrown in a towel like they did in 2008.

So we aren't seeing that kind of behavior, we don't think there are bubbles in these markets like you were developing in 2008.

As a result, so far, not a material change in demand.

But, we do believe that we need to see some solution to the sovereign debt problem in Europe.

While that's there, it's going to contribute to daily volatility, as you all know better than I, and that's equally true with the square dancing that's going on down in Washington.

So, as we get to year-end and get to the recommendations from the super committee, and then the votes by the 2 houses, as well as the President's signature, these are really important steps in adding or reducing, let me say, volatility in markets.

Understood.

Thanks, guys.

Our next question comes from Jeff Hammond with KeyBanc Capital Markets.

Hi.

Good morning, guys.

Hey, Jeff.

Good morning.

Can you just clarify in this market outgrowth, you lowered the assumption $100 million.

Is there anything to read into that or any specific markets where you're not seeing outgrowth, and if not, why does that normalize into 2012?

Fair question, Jeff.

I would say no, we're not concerned about a competitive situation or a technology that's not working out or -- that's not the issue.

We really felt, as we worked through this year, we try to build a total revenue forecast that's made up of market and Forex and outgrowth and our best assessment is what we're providing you with at this point.

But we would expect, again, that for planning purposes, we ought to be working toward that 50% number again in 2012.

Okay.

Great.

And then just Rest of World, if you could just talk specifically about what you're seeing in the Moeller Business.

Yes, I think to the spirit of your question, what's really happening in Europe?

To date, we've been watching it very, very carefully because you can't watch these conversations about Europe and not worry whether Northern Europe begins to be impacted, obviously, the way Southern Europe was.

To date, we saw some slowdown in that August time period but then things came back, and as we're watching them now, they're a little stronger than we might have thought they would have been.

Having said that, we don't know better than anyone else, how long the concern about how Europe is going to finance the sovereign debt problem?

How long will that have to go on before that starts to cause problems?

We did see in the October PMIs that came out this morning, that they took a jump down.

That's not Eaton-specific, that's the PMIs, and generally we found the industrial PMIs are a real good forecaster for markets around the world.

This morning's news is much stronger than people expected in China.

Looks like they are engineering a soft, soft landing.

Weaker than people had hoped for in Europe, looks like that may be moving it toward, as I mentioned, a tougher first half for Europe.

And that's our view under the macros.

First half of 2012.

Okay.

Helpful.

Thanks.

Our next question comes from Terry Darling with Goldman Sachs.

Thanks.

Sandy, wondering if you might update us on how you're thinking about capital allocation from here.

You typically have a pretty good fourth quarter free cash generating dynamic.

You bought some stock back not too far below where we are now.

Maybe a little update on the acquisition pipeline as well.

Sure.

And let me take you through the pieces of it.

1, we have continued to have really attractive growth opportunities, and so as you can see we've got a $600 million CapEx spend this year.

We haven't cut that back.

And I think that's a good measure of our confidence, in terms of the attractive opportunities we have for the Company.

Second, dividend.

We obviously had increased our dividend strongly this year, and we remain, I think very much on track with our dividend philosophy over time to try to increase our dividend in line with our future earnings activity.

That then gets us down to the 2 subjects you mentioned, acquisition and buyback.

We, obviously, felt that it was prudent to buy back stock this fall.

We've got a strong balance sheet.

You're exactly right, the fourth quarter tends to be a very big cash flow quarter.

Third and fourth are always our biggest, followed by second.

So, that we will have a significant -- we already do have significant cash and marketable securities on the balance sheet.

So, we think it gives us a lot of flexibility at this point, but that's just what we want in a period of time when there is uncertainty in the marketplace, either to continue to do what I would call accretive -- relatively smaller acquisitions that we've been doing through this year, and/or buy back stock.

So, we really want to maintain the flexibility, Terry, in that regard, because we do think there are these clouds hanging in Europe and hanging over Washington.

Doesn't seem to be over the rest of the country, but it is over Washington, and we want to be flexible to deal with opportunities that come up in that respect.

Would you say the M&A pipeline has gotten better or about the same as you were 3 or 6 months ago, given all the changes in the world today?

I'd say it's about the same.

I think -- I commented this publicly in a couple areas.

What tends to happen, is when global growth numbers get turned down, like we saw in the July, August time period this year, buyers tend to want to revalue the likely purchase price.

Sellers want to feel that nothing has changed.

And so, I think to the earlier question of why things have been slower generally in industry during the third quarter.

I think it takes a quarter or 2 for people to recalibrate and both get on the same page.

That may have been 1 of the reasons you saw the third quarter be a little slower, as people were dealing with this rate of change.

Good to sear the Aero margins bounce back.

I'm just wondering, as you think into the first half of 2012, the comps are very easy from a margin perspective there.

But maybe you could talk a little about what you're anticipating for R&D next year in Aero year-over-year, as you think about how that should progress?

I would say the big news in Aerospace for us is that we're on the front end of this, what we think is going to be quite an attractive uptick in Commercial build schedules.

We've laid those out a couple times, and they've just been confirmed by people.

We're seeing orders lay in for some of the new aircraft, finally, which is very good news and that the aftermarket has been strong.

So, pleased with each of those.

We don't think that there is a significant change in programmatic costs versus our run rates, because we happen to be up at pretty fulsome levels with a lot of the projects we're working on.

I guess the best way I could describe it for you, Terry, is that I think our third and fourth quarter this year are a much better indication of what the future will bring than our first and second quarters were.

Okay.

Thanks very much.

Yes.

Our next question comes from Steve Volkmann with Jefferies.

Good morning, guys.

Good morning, Steve.

Good morning.

Just a couple conceptual questions if I might.

You guys touch a lot of end markets whether it be Construction, Ag, Truck, et cetera, where we might possibly see a little bit of weakness in the first quarter, as this accelerated depreciation kind of fades.

Do you have enough visibility to give us any sense as to whether we should be thinking along those lines?

I don't know that we've got real micro visibility.

I suspect some of the major equipment builders have got a better view in that area.

What we are seeing is that -- and you saw some strong earnings announced by 1 of our customers this morning in those segments, is you're seeing dealer inventories increase.

You're seeing backlogs increase.

So, we're not sensing that there's any kind of a cliff event, if you would, as you got immediately after the year.

The production schedules that have been shared with us don't reflect that.

Okay, that's helpful.

Then how are you thinking about capital spending next year?

I assume you're sort of going through that process now.

Is there any chance that you take a little more cautious approach and pull that back a little bit?

Well, I think, Steve, to the spirit of your question, I think in all areas right now, flexibility is one of the real bywords.

One of the things that we're pleased about, that we think our teams have done a really good job on, is we worked really hard during the 2008, 2009 period to take structural costs out of the Company.

They've done a really nice job of keeping it out of the Company, which is why we haven't been hiring back a lot and we've been able to increase our volume significantly.

We think that helps us a lot, however the economy develops here over the next year.

And so that, in all these areas, whether it's capital expenditures, R&D, et cetera, we have multiple contingency plans.

I think that's how you have to manage through these time periods.

Yes, we'll keep a tight eye on capital, and keep a close eye on it as we move into next year.

Hopefully, we're all going to be a little better informed as to which way these deficit discussions in Washington turn out, as well as the alternatives that are being discussed in Europe, by the time we get into the first quarter.

I don't think we're going to get great clarity before year-end, and so I think we're all likely to kind of go past this December time period saying, is it economy A or is it economy B scenario.

We think the highest probability is the one I stated earlier, in terms of slower global growth, it's slowest in Europe.

It may be most difficult in Europe, particularly early in the year, and it's probably best in the emerging nations in the world.

The good news is everyone was tremoring about China 3 or 4 months ago.

It's starting to look like they are being successful in engineering a soft landing which would be very good news.

Okay.

Great.

And then just one more briefly.

As you think about getting into 2012 and starting to make plans and so forth.

The difference between your operating EPS and your GAAP EPS is pretty darn small now, and at what point do we sort of get 1 set of numbers and go forward with that?

I think our view on that, Steve, has been, you're right, right now it's fairly de minimis because the number of acquisitions we've done they've been fairly small.

If we were fortunate at some time to find a larger transaction, which we think created real shareholder value and made sense in these volatile time periods, that number could get larger.

So, our view has always been to provide you with both sets of information, so you've got insight into both running rate profitability as well as restructuring costs and then to report on those projections on a quarterly basis.

So, I think from what we've done so far this year, it's likely to be pretty immaterial.

You never know whether there may be an opportunity that creates real value, where that information and that transparency we think is important.

All right.

Thanks very much.

Our next question comes from Jeff Sprague with Vertical Research.

Thank you.

Good morning, everyone.

Good morning, Jeff.

Good morning.

Sandy, could you elaborate a little bit more on where you're seeing weakness in the 3-phase UPS market and the extent of the weakness?

Has it just developed in the last quarter or so, or what's kind of the order activity in the space?

I would say, again, it's really in the 3-phase segment, it's really in the mega data center.

So, what I'm going to call is your more normal size data center, there is expansion going on.

You've read all the same reports we have, that 36% of data centers in North America run out of power in the next 18 months.

There continues to be real pressure.

We think what's happened at the mega data center is, it reflects what you've seen from some customers, in other areas as well.

Who have simply said, hey, if I'm thinking about a couple hundred million dollar expenditure, might I put this off for 2 or 3 month until I see how the budget negotiations, et cetera, happen?

The other issue that's out there is, clearly is, there's a lot of discussion about the cloud.

And we think, what that does is it gives people the --a technical question as well as an economic question, for why to take a couple months off.

We don't think this undercuts any of the long-term trends.

We think we've just seen 1 of these soft pockets, and we've seen them before where the mega data center quotation activity and then award activity will get weaker for 3 or 4 months, and then it will pick up.

That's our view at this point, because we're seeing the flow side, which tends to address the, let me call them kind of the mid range data center, continuing to be very busy.

Do you see cloud as, at least, a short term, and maybe that means 6 months or 18 months or some period of time where EPS growth slows because you're just squeezing more efficiency out of servers.

Therefore, they get a pause in the whole server UPS chain of activity?

We don't really because you would see it in the mid as well.

I think that's really happened at the big 1 is that, if Rick were to come to me today and say, hey, I think I want to build a new data center.

It would be pretty easy for me to say, well, let's kind of wait until the volatility settles down.

By the way, get me an update on how the cloud is going to interface with our own proprietary activities, and that would have him off for a month before he could come back to me.

I think that's kind of what's going on.

I don't mean to push on Rick on that.

I think there's a lot of that kind of discussion going on right now.

And I do believe it will be back.

And if you could elaborate a little bit more on Solar, Sandy.

Just how much is it down, and does it still go lower from here?

Or have you found your run rate and the weakness you talked about in the next year is not just comping against these lower levels?

It is the latter.

We think we are down at that level and we think we are comping against lower levels.

That's why I made the comment that we don't expect to see it come back significantly until we get to the second quarter of next year because we had -- we're going to have tough comps against what we had in the first half of this year.

And just a little more elaboration, someone earlier asked you about kind of the lack of outgrowth in Electrical, but was there any vertical market or something that stood out in the quarter that you think you lagged in your formulation of those numbers?

No, we don't really see a -- to your point -- a market segment or a set of customers in that regard.

What we saw that is we probably had an outsize position in terms of strength in the residential Solar market.

So, when it got hit, we bear a little bit more of impact of that than would be reflected in the global indexes that we try to use to express the global Electrical market.

One last one from me, if I could.

Last quarter we kind of had the discussion on the call about non-res and it was really kind of Commercial non-res.

But you introduced on this call maybe a hint that the Commercial piece of non-res actually is now maybe gaining a little bit of traction.

Can you provide a little more detail on what you're seeing?

Is it regional?

Is it Office?

Where are you starting to see some signs of life?

2 things there, Jeff.

1 was that you may recall, there were some fairly massive recasting of government data that was done when they revised GDP for the early part of this year.

In that recasting, what you would see is the total private nonresidential construction, actually in the second quarter of this year, was revised to being up 4.9%.

A lot of people missed that, when people were looking at the GDP revisions.

What it was actually saying is, the market was already starting to come back this spring.

Now, that number's held up at that number here for the third quarter this year.

So, you see in areas like I mentioned, that the mining structures, petroleum and natural gas quite strong.

You saw that the power side in the power and communication structures have been strong, each of the last quarter.

Interestingly, the other Commercial segment which is 1 of the 3 segments in Commercial and Healthcare, has been positive both in the second quarter, and this quarter.

And when you get into Office, which many people point to and say gee, Office seems to be a lot of see-through Offices, only down 4.2%.

And so, we are seeing -- this is what's actually put in place.

We're seeing the bookings for what will be put in place over the 6 months and that's why you're seeing our backlog up strong.

So, we've been forecasting these numbers would get better back to the third quarter of last year because we were booking business last year that was going to get shipped early this year.

So, that's where education, vocational, only down 1.6%.

Having been down 23%, you go back a couple quarters, so we're pretty clear this is definitely bottoming at this point.

And obviously, that's important for our Americas business, which is already performing well.

Great.

Thank you very much.

Our next question comes from Andy Casey with Wells Fargo.

Good morning, everybody.

Hi, Andy.

Just a couple questions.

Within Truck, you talked about the supply chain issues.

Are you hearing about any sort of resolution by year end for those?

I can't give you a good specific insight myself because we're not always privy to that information.

All I can do is kind of base it upon what's happened historically is that, these are fairly big steps when you go through the rate of quarterly production increase that the industry's going through here in North America, and that we start to have, what I would call, more experience operating at this level.

Remember, the first quarter this year was running at a 51,000 rate.

Second quarter went to 68,000.

Third quarter -- second quarter went to 61,000, excuse me.

Third quarter goes to 68,000.

Fourth quarter, to 74,000.

And so, we successfully got, as an industry, the 68,000 shipped.

As you start to -- these percentage increases aren't as big as they were earlier now so usually 3, 4 months, you start to kind of stabilize this stuff.

Those are the numbers that support a 255,000, the ramp that I just gave you.

And so, I think another couple months, you ought to be pretty well through that.

I wouldn't -- any individual one of our customers would have a better view on that than we would.

We can tell you what we're seeing in our kind of product and what we're hearing generally and we're not having a problem.

We pushed very hard to get up to these rates because these were big steps for us too, but we didn't cause anyone a problem.

Okay.

Thanks for that.

And then back I guess on part of Jeff's question in terms of Electrical Americas, the backlog increase.

How much, if any, is still related to the stimulus that you've talked about in prior calls?

I would say that's not an issue, because it's not a positive, if I could say at this point.

Because that's the portion of the market where you're starting to see less activity, and that's why we are -- and of course, we're talking private non-res, all the numbers I just provided to Jeff were private non-res, they weren't the government stuff.

So, the government stuff you're seeing in the numbers aren't as strong year-on-year at this point.

While we were very fortunate to do very well and the government activity that helped provide shipments in 2009 and 2010, that hasn't been as big an issue for us -- excuse me, in 2010 and early 2011, that hasn't been as big an issue in terms of what we're booking for at this point.

We think that's actually transitioning very well.

Basically, the backlog growth, just to be clear, is net of a weaker stimulus impact?

Correct.

Okay.

Thanks.

And then one last one, a -- I don't know, a longer term question.

You have a little bit slower global growth outlook for the short term.

Is there any increased sense of urgency to go out and supplement that with acquisitions to hit the long-term targets?

No, I would be clear on this 1, thank you for the question, is that no, we don't feel it changes our game plan, per se.

We don't feel it's prudent to fall, let me call it, prey to the pressures of gee, we've got to slap something in here at higher risk because we can't create our own organic growth.

That is not a formula we'll be following.

Okay, thank you very much.

Yes.

Our next question is from Tim Thein with Citigroup.

Mr.

Thein, your line is open.

Let's move to Jason Feldman with UBS.

Morning.

So, 2 things.

I think pretty quickly.

First, for 2012, you talked about the incremental margins on core growth.

At this point at least, it looks like currency may be a headwind.

How should we think about the margin impact from that?

What's basically the flow-through margins would be of the incrementals on the currency component.

We've generally said on currency, and this has been true for a couple years, Jason, that's more of a 10% type number.

Great.

And then I don't want to harp on this, but you very precisely talked about the mark-to-market adjustment impact in the third quarter.

You characterized the benefits in the first half as modest.

When you say modest, are we talking about a rounding error, are we talking half of the third quarter levels?

Just trying to get some sort of quantification.

It wouldn't be material.

It would be much, much less than the 23.

It's so immaterial that I frankly don't have the numbers with me but you wouldn't notice it in the rounding.

Okay.

Got it.

Thank you very much.

Our next question comes from Rob McCarthy with Robert Baird.

Thanks, guys, for sticking around for these.

I gather that, given our discussion of commodity prices and how they changed at the end of the quarter that you didn't have anything like a $0.06 loss from commodity hedges in your expectations for the quarter.

Given that you were pretty much delivered dead on target third quarter, where was the offset?

Where did you see a little less performance in the quarter than -- I'm sorry, I've got that backwards.

Where did you see stronger performance in the quarter that helped offset that?

Chart 4 really hits that we had the $0.01 from lower shares, we had $0.04 benefit from a lower tax rate than we had guided to.

Then the balance, the other $0.01 was really our better cost control and better margin performance than we anticipated.

It's the $0.05 that matches up as the unforeseen sort of non-operating item that matches up against.

And the $0.01, obviously, is operating.

I would say you're exactly right in terms of your first statement.

We did not see this volatility in commodities coming, even a month ahead of when it occurred, much less 2.5 months earlier, when we gave our guidance.

On the tax rate, we also didn't foresee that, because it came from filing all of our tax returns around the world.

Most of those returns are due in the third quarter and as we completed all of the calculations, which are laborious and long calculations to get those tax returns filed, there were some improvements in the amount of tax we were -- that we owed in certain countries.

So, we were, I guess, fortunate in a way that there was an offset of the commodity losses with the lower tax rate.

All right.

The other question I wanted to ask, I think probably, maybe it surrounds the definition of materiality.

My observation is that, Sandy, you made 2 or 3 statements that you've seen no material change in demand conditions in the quarter.

But you all did take down your NAFTA second-half production outlook by more than 5%, and you talked some about power quality softness and bookings in Rest of World and, in part, because of those changes you reduced your forecast for outgrowth for the full year.

So, is it that these things together don't achieve a definition of materiality?

Or is it in part more that, in combination with your conviction that certain things are about to bottom that you saw strength, particularly strength at the end of the quarter relative to how the quarter had gotten under way, that gives you more conviction in the near-term outlook?

We would describe the fact that we still are talking about 11% growth in our end markets for the full-year as the measure of whether we're seeing, on a combined basis across all the many, many individual vertical markets we participate in, that we have not seen a significant change.

What we have tried to provide you with in that chart that's in the packet on markets is, where we've seen some slight ups and downs.

As I mentioned, when we introduced that chart, more on the order of tuning at this point.

We called out, obviously, a couple of them because they're issues that we've been chatting with you through this year.

But I would describe them more as tuning and not significantly different information than we shared with you at the end of the second quarter.

As I look at the change in the 2012 macro outlook, as compared to what you talked about a quarter ago, it seems to me that will provoke some material change in demand conditions.

So, it raises the question of when do you think you might start to see a broader impact?

Is that in fourth quarter bookings or are we really talking in early next year?

Well, what I said on that 1 is - this is a difficult 1 to gauge, it's a very good question.

Is that we've not seen the big change in our markets at this point.

However, we too are concerned, as we watch what's been going on, as governments are struggling with these debt issues, we're not sure when that's going to materialize at this point.

So, what we provided you with is sort of consensus GDP global numbers at this point.

We think they make sense in terms of our planning, on a more conservative basis.

But the real key is going to be, I think, flexibility here because if those situations are resolved, there's a lot of cash on the sidelines around the world.

Could that come back into these markets and really be employed?

Hard to know how to discount the government negotiations, both here in the US and Europe.

We don't know that we're anymore skilled than that.

We've not seen what so many people had feared, that during the third quarter, we would see markets run off decidedly.

That has not happened.

It appears that people are waiting to see what happens out of these discussion.

And part of that commentary, I mean, follows from that.

There was nothing unusual about your September order rates compared to the rest of the quarter.

We don't see dramatically different trends in 1 month versus another.

Okay.

All right.

Thank you very much.

We want to thank you all for attending the call this morning.

As always, I will be available to take your follow-up calls and questions for the remainder of the day and the rest of the week.

Thank you again, very much, for joining us.

Thank you.

Ladies and gentlemen, that does conclude your conference for today.

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