派克漢尼汾 (PH) 2014 Q2 法說會逐字稿

Good day, ladies and gentlemen, and welcome to the quarter two of the fiscal year 2014 Parker Hannifin earnings conference call. My name is Matthew and I will be your operator for today. At this time all participants and are in listen-only mode. We will conduct a question-and-answer session toward the end of this conference. (Operator Instructions). As a reminder, this call is being recorded for replay purposes. And now I would like to turn the call over to Pamela Huggins, Vice President and Treasurer. Please proceed, ma'am.

Thank you, Matthew. Good morning, everyone; this is Pam speaking. I'd like to welcome you to Parker Hannifin's second-quarter fiscal year 2013 earnings release teleconference. Joining me today is the Chairman, Chief Executive Officer and President, Don Washkewicz, and Executive Vice President and Chief Financial Officer, Jon Marten.

For those of you who wish to do so, you can follow today's presentation with the PowerPoint slides that have been presented on Parker's website at www.pHstock.com. And for those of you not online, the slides will remain posted on the Company's investor information website -- at that same site one year after today's call.

At this time I'll reference slide number 2 in the slide deck if you have it before you, and it is the Safe Harbor disclosure statement addressing forward-looking statements. Please take note of this statement in its entirety if you haven't already done so.

Moving to slide number 3, this slide, as required, indicates that in cases where non-GAAP numbers have been used they have been reconciled to the appropriate GAAP numbers and are posted on Parker's website, again, at PHstock.com.

Slide number 4 is the agenda for today; it consists of four parts. First Don Washkewicz, Chairman, Chief Executive Officer and President; he will provide highlights for quarter. Second, I'll provide a review including key performance measures for the quarter including with the updated 2014 guidance. The third part of the call will consist of a standard Q&A session and the fourth part of the call today Don will close with some final comments.

So, at this time I will turn it over to Don and ask that you refer to slide number 5 titled highlights, second-quarter fiscal 2014.

Thanks, Pam, and welcome to everyone on the call, we appreciate your participation today. I will make a few comments and then Pam is going to return for a little bit more detailed review of the quarter.

To start off, I am certainly very pleased that we continued to execute well through the first half of our fiscal year and delivered another strong quarter operationally that was ahead of expectations. Just some highlights for the quarter, we exceeded our guidance of $1.14 for the quarter by $0.10.

And just to remind everybody that our second quarter is the worst quarter in our fiscal year and that is not just this year, that is every year. So the holidays, the vacation days, the plant shutdowns and all the related things make that quarter a very, very challenging quarter. And to be able to exceed our number, which we thought was bullish at the time, by $0.10, we were ecstatic about that. So very pleased with that.

Even though the Street was considerably higher than our guidance we exceeded the First Call estimates as well by $0.01. Now I was reading some of the early reports this morning; it looks like we either were ahead by $0.01 or down by $0.03. So it depends I think on what service you are looking at. But we traditionally look at the First Call, they seem to have a pretty comprehensive report and pretty consistent. So, anyway, pretty good numbers all in all given that it was the weakest quarter traditionally in our fiscal year.

Sales for the quarter were up 1.3%. The organic growth was 3.1% which excludes the effect of the acquisitions, currency and previously announced joint venture agreement with GE Aviation. So nice growth, we'd love to see more but it is heading at least in a positive direction at 3% organic.

We were pleased to see a second consecutive quarter of positive order growth producing a 5% improvement year over year. And this is also the fourth consecutive month of positive order growth across all of our segments. These trends are consistent with increasingly favorable macroeconomic indicators.

Total segment operating margins improved slightly year over year reaching 12.2% and I want you to keep in mind that our second quarter, again, is typically our lowest. Also the 12.2% includes higher restructuring expenses.

Diversified Industrial North American operating margins were an excess of 15% at 15.1%. Aerospace Systems margins were impacted by mix as we recorded more OEM versus MRO sales stemming from the large number of major platform wins we have secured in the past several years and we have been obviously talking about those for some time.

Adjusted earnings per diluted share were $1.24 and that is adjusted for the effect of two nonrecurring items, the asset write-downs in the quarter and a gain in conjunction with the joint venture with GE Aviation. As reported, earnings per diluted share were $1.66 including these nonrecurring items; so $1.66 with and $1.24 without.

Just a comment on the asset write-downs. As part of our restructuring we have identified assets that will fail to meet our future performance goals. These asset write-downs have not been completely communicated so we will not be discussing them further at this time. The write-downs are in addition to the previously announced restructuring charges of $0.47 for the year, and we will give you a little bit more detail on that $0.40 and how it is progressing a little further on. These asset write-downs will positively impact our performance starting in fiscal year 2015.

Cash flow of course is extremely important, continues to be strong and year to date we generated operating cash flow of 8.5% of sales or 9.7%, just under 10%, before pension contributions. We still expect to deliver our 13th consecutive year of cash flow greater than 10% before pension contributions for the balance of this fiscal year. So we're looking forward to a real strong cash flow year again on top of that stream of cash flow years records.

Just a few comments about our restructuring. Restructuring this quarter was $0.07 per diluted share, bringing us to $0.13 year to date. We are still projecting restructuring for the year to be the $100 million that we talked about earlier at the beginning of the year or $0.47 per diluted share as we stated originally. Pam will review how this impacts each quarter as we get into a little bit more detail.

We are also pleased, on a separate topic, that during the quarter our Board was ranked in the top 10 for overall governance capacity in an independent study of America's largest companies conducted by James Drury Partners, so we are pretty excited about that. And that is the third year in a row that we achieved that recognition. So real nice recognition for our Board of Directors.

Looking ahead to the full year, we are maintaining our guidance at the midpoint and have provided adjusted earnings guidance in the range of $6.20 to $6.60, so we are just tightening the range a little bit per diluted share for fiscal 2014. This is pretty consistent with what we have done in prior years. As we have moved through the year, every quarter we make a slight compression where it is appropriate or make the adjustment as needed and we will continue to do that throughout the balance of this fiscal year.

This guidance does include the estimated $0.47 per diluted share in restructuring expenses but does not include the gain on the GE Aviation joint venture of $1.68 per diluted share and the second quarter asset write-downs of $1.26 per diluted share.

So that's a quick overview of the quarter. Now I'm going to turn it back over to Pam and she will give you a little bit more detail on a few of these items.

Okay, thanks, Don. As Don said, I'm going to give you a little more detail, I apologize for any dislocation, but we think it is important to walk through the slides. So starting with slide number 6, and I will begin by addressing earnings per share for the quarter.

Fully diluted earnings per share for the quarter came in at $1.66 and this compares to $1.19 for the same quarter last year which is an increase of 39%. This 39%, however, includes the previously announced joint venture gain of $413 million or earnings per share of $1.68 recorded in the second quarter and the second-quarter asset write-downs of $192 million or $1.28 of earnings per share.

If you exclude these two nonrecurring items, diluted earnings per share is $1.24 and this compares to $1.19 last year for an increase of 4%. The increase, however, is 8% if you exclude the restructuring in addition to the nonrecurring items. As Don mentioned, restructuring was $0.07 in the second quarter this year and restructuring was only $0.02 in the second quarter last year.

So moving to the next slide, number 7; this slide lays out the significant components of the [walk] from the $1.19 last year to the $1.66 reported for the second quarter of this year. You can see that the previously announced JV gain of $1.68 is partially offset by the asset write-down of $1.26. And these were both recorded in this quarter and also on this slide you can see that there is an additional $0.05 coming from better operating performance in North America and international.

Moving to slide number 8; if you focus on the far right you can -- this is an adjusted number, sales increased 3% for the quarter versus the same quarter last year. And as shown in the gold box on the left, currency reduced sales by 1% in the quarter. Looking at segment operating margins, which are detailed at the bottom of the slide of the quarter was 12.2%, slightly ahead of last year but on a comparable basis this would even be higher and because, again, there was more restructuring in this quarter versus last year.

So moving to slide number 9; and here I'm going to focus on segments commencing with Industrial North America. For the quarter North American revenues of $1.33 billion slightly increased almost 1% over last year. Additional revenue from acquisitions was relatively minor at less than 1%, offset by unfavorable currency. Operating income in North America increased to $201 million from $190 million, that is a 6% increase over the prior year and mainly the result of further acquisition integration and tight cost control.

So moving to segments addressing the international side of things, for the quarter organic revenues increased 6% and currency was reduced by a little more than 1%. The increase in sales was mainly due to Europe. Operating margin increased $134 million from $125 million that is a 7% increase and this is even with higher restructuring costs in this quarter versus last year. Also it was mainly due to increased volume in Europe and really good tight cost controlling agents.

So moving to slide number 11 and focusing on Aerospace; revenues on an adjusted basis for the joint venture increased 3% and in the segment there really weren't any acquisitions and the impact of currency was negligible. Operating margin decreased to $45 million from $52 million versus the same quarter a year ago and, as Don mentioned, that is due to higher OEM/MRO mix in the quarter.

Moving to order rates; these numbers, as you know, represent a trailing three-month average and they're reported as a percentage increase of absolute dollars year over year and they exclude acquisitions and currency. Except for Aerospace, Aerospace is reported using a 12-month rolling average. But as you can see from this slide, orders were positive 5% for the December quarter just ended representing two quarters of positive numbers. North American orders for the quarter increased 3%, Industrial International increased 6% for the quarter and Aerospace orders increased 7%. Again, on a 12-month rolling basis.

So moving to the Balance sheet; Parker's balance sheet remains strong. Cash on the balance sheet at year end was a little over $2 billion offset by outstanding commercial paper of $1.2 billion. DSI or days sales in inventory came in at 72 days for the quarter versus 75 for the same quarter last year. The inventory decrease in the quarter versus last year around $67 million and this includes additional inventory from previous acquisitions. Inventory levels at 11.1% of sales are slightly better than last year at 11.3%.

Accounts receivable in terms of DSO closed at 49, a one day improvement from last quarter, and weighted average days payable outstanding at the end of December was 56, a two day improvement from last quarter.

So moving to cash flow from operations year to date, $540 million or 8.5% of sales versus 5.5% of sales last year. However, if you exclude the discretionary pension contribution in the first quarter, which is the $615 million that you see on the slide there, cash flow from operations is 9.7%. This compares to 9.1% last year.

So after increasing cash on hand in the quarter or for the year to date $359 million, the major uses of cash are $235 million year to date returned to shareholders via share repurchase of $100 million and dividend payments of $135 million. And then $112 million of 1.8% of sales utilized in connection with capital expenditures.

So now moving to slide number 15 and addressing guidance. You will notice that this quarter the guidance has been provided using a different format. The assumptions have been provided for guidance using the midpoint only. In the past we gave you a range,s you will see that for sales and margins we gave you the numbers at the midpoint.

The guidance for revenues and operating margins by segment has been provided at the top of that page, they are the first two sections. And addressing sales, sales are expected to increase approximately 1.5% at the midpoint for the year. But on an adjusted basis that is 3%.

This 3% is comprised of a little more than 2% organically and not quite 1% from acquisition hangover. The adjusted number includes an adjustment for the sales with respect to the GE JV that we have discussed and the sale of the automotive air conditioning business last year that has been discussed on previous calls.

Segment operating margins are forecasted at 13.7% at the midpoint, fairly consistent with last quarter. And also included on this slide is the projection for corporate admin and other, excluding the nonrecurring items, is approximately $461 million for the year.

The full year tax rate is now at 34.4% and I'm sure you realize that this is higher than last quarter, that is due to the asset write-downs that we took in the second quarter. We have used a 29% tax rate in the third and fourth quarter consistent with last quarter as well. The number of outstanding shares used in the guidance is 151.7 million.

So for the full year the adjusted earnings per share guidance is $6.20 to $6.60. So the guidance has been updated from last quarter to exclude the JV gain as it is a nonrecurring item.

So just a couple of salient points with respect to the guidance. Sales first half, second half are divided 48%, 52%; segment operating income first half second half is divided 47%, 53%, earnings per share the first half second half 45%, 55% and this excludes the nonrecurring items. And then the third-quarter earnings per share at the midpoint is projected to be 44% at the second half.

Restructuring costs are still projected to be approximately $100 million, in line with what we conveyed last quarter. The gross earnings-per-share impact is $0.47. The impact to the first half is $0.13 and the second half is projected to be approximately $0.34. However, $0.20 will occur in the third quarter.

So please remember that this forecast excludes any further acquisitions or divestitures that may be made in 2014. And for published estimates we ask that you please exclude the joint venture gain and the asset write-down.

So at this time I think we will commence with the standard Q&A session. But as a reminder -- and please, please, honor the request of one question at a time. You know we have a lot of mouths to feed. And I would really appreciate if you would adhere to one question so that we can let everybody participate. So at this time -- go ahead, Matthew, thank you.

(Operator Instructions). Jeff Hammond, KeyBanc Capital Markets.

Can you just give a little more color on the Aero margins which continue to disappoint? And then it looks like if you back into the guide a big snapback there. What gives you the confidence the margins snapback there?

So, Jeff, this is Jon. And we are continuing with the pattern that we saw last year with the development programs and supporting them. In Q2, as Don mentioned in his comments, we saw a mix issue that was more pronounced than we see in prior periods with the commercial aftermarket revenues, just not meeting up with the expectations that we were looking for here for Q2.

We know -- it's a long cycle business, we know what to expect here in the second half. We have a very detailed review that we go through each quarter. And we feel good about the OEM revenues and our margins and we feel very good about the MRO business snapping back here in the second quarter, that is what is going to help drive the margins.

And then our continued progress on the development programs is -- although it is not apparent because we don't break it out by element, our continued progress on the development programs is better this year than last year and we are expecting it to be better next year than this year. Long cycle business, it is hard to change big trends in one quarter, but appreciate your question and wanted to make sure that I gave you a complete answer there.

But are you seeing a big acceleration in the aftermarket that would lead to better mix?

Right now our projections is that the aftermarket is going to accelerate in the second half. Q2 is always very tough to make a projection off of -- because historically over time always in Q2 the commercial aftermarket is lower than it is in any other part of the physical year, and that impacted us this quarter.

We actually did a little bit better than our indicative guidance in Q2, although admittedly at very low levels. So we have a very detailed understanding of where the aftermarket is, where the customers are and what that the demand should be. And that is how we are projecting our second half, Jeff.

Okay, thanks.

Ann Duignan, JPMorgan.

Maybe, Don, since we are going to limit questions to one and maybe a tiny follow-up, maybe you could give us your normal regional color and market color on your three-month and 12-month moving averages?

Okay. Ann, I would be happy to do that. Well, just keep in mind as I go through some of this that, again, we keep repeating this, but it is worth repeating that December is normally the quarter -- the second quarter I should say, not just the December. December is our worst month, but the quarter is typically our worst quarter as well.

Just a little overview of the PMIs. I went through these the other day; I was kind of making a few notes on the PMIs. All of the major indices now PMIs have improved from September. So if we look at the September quarter compared to the December quarter they have all improved, all the major indices are greater than 50, which is good news.

The largest increases were in Germany and the euro zone and I'll just kind of tell you what some of those are for those that might not know these numbers. Globally the number was 53.3%, that is what, 1.5% from September. The US had the largest absolute number as far as PMI, it was 57%, that was up 0.8% not up as much as the others but as an absolute number is the highest.

The euro zone at 52.7% was up 1.6% from the prior quarter, Germany was 54.3%, this was a big one, they were up 3.2%, which is a good sign for Europe because Germany has a very heavy weight in Europe as far as country and activity levels. So that is a real positive. China up 0.3%, it's at 50.5% and Brazil at 50.5% was up just slightly at 0.6%. So the smallest increase was China, the largest was the US at 57%.

It doesn't mean nothing is happening in China. I think the big issue there is the construction markets are flat, I mean really down not just flat. They are being offset by other markets, but just not enough offset to really drag everything up. So that is kind of what we see in the PMIs.

Looking at some of the specific markets, what we would see as strong; commercial and MRO Aerospace. Real positive and I will talk about this a little bit later when I talk about the 3/12s and the 12/12s but distribution, good sign there on our distribution channel. I will talk about that again and North America had 50% of our activity. Power gen is strong, marine, forestry and offshore oil and gas -- those would all be what we consider strong segments, market segments for us.

Weak would to be the aerospace, defense and MRO. Mining, of course everybody knows about mining, that's been in the news a lot and continues to be a weak. Construction pretty much globally still pretty weak. Land-based oil and gas being weak. Again, the contrast there is strong being offshore; weaker oil and gas being onshore.

And then some flat segments, cars and light trucks, process industries semiconductor -- semicon is relatively flat but it is flat at a high level. So that is not necessarily bad. And farm and ag again is at a decent level but a little bit flat at this time.

Regionally if we look at the regions, industrial North America -- when I talk about these now, they are all tracking above 100% on our 3/12. We look at our 3/12 and 12/12 so that is really positive that all of these are tracking north of 100%. Our 3/12 for North America is running close to 105%. Again, these kind of match up pretty closely with the order trends that you are seeing there.

Europe up ahead of 3/12 is greater than 100% at about 105%. Asia and Latin America running closer, around 110%. So all those are dragging our 12/12 numbers up, which would portend this year being better than last year. And that is kind of the way the numbers are shaking up.

I mentioned distribution earlier. Our 3/12 on distribution, the way we are looking at these numbers here, is north of 100%. It is roughly around 108%. So you can see our distribution business is tending to offset some of the weaker OEM markets, which is the beauty of Parker. Because half of our business being distribution, that is what we like to see. That distribution channel when it is up, it has a nice counterweight to some of these OEM segments that may not be up.

Heavy-duty truck, the 3/12 is north of 100%. Construction equipment of course is well south of 100%, so that is the drag right there. Semiconductor is like 145%, so it's way up there. Process is about at 100% and ag is just slightly below 100%.

So those would be some of the specifics as far as the markets and the regions and what we see. But I think just to summarize all that, at least on the 3/12 indices everything [kind of] is looking positive for the future. Is it going to be a boomer? Probably not. But is this going to be gradual improvement in growth, yes, most likely. So, that is kind of the way we see it.

Okay, and then philosophically, Don, why did you guys decide to move to a single point guidance on your revenues, just given the short cycle nature of your distribution business? I am just curious.

Well, Ann, you know our guidance is really a roll up. You hear us say this all the time, so this isn't anything new to you. But our rollup really is a combination of all of our divisions. And when we get to rolling we don't want to start playing with the numbers because it is kind of hard to hold them accountable for the numbers if you start moving them around.

So while things are positive we felt that it was prudent to stay where we are at right now, keep the guidance consistent with what we gave to you last quarter. So this is what we got from our different divisions and we feel pretty comfortable. There is not that much of a difference I think in the revenue. I think most of these things are tweaks.

I think when you really look at the previous guidance versus the guidance today, yes, there are some things that moved up, there are some things that moved down a little bit but they are really tweaks for the most part. The midpoint of the guidance is exactly the same. So -- and plus we give a range. So I think you have to look at the range, you can't just look at the midpoint. Yes, it could look funny a little bit, but that is why we give a range.

Okay, I will get back in line. (inaudible) thanks.

Jamie Cook, Credit Suisse.

I guess two questions. Don, I appreciate your color that you provided to Ann, but can you just talk about how the orders trended throughout the quarter? I guess my concern or what we have heard from some channel checks and other OEs that December was in particular very strong in some mobile markets where bonus depreciation is going away. So I'm wondering if you saw that in your order trends and if you can comment on what you are seeing in January.

And then I guess just my follow-up question, if you can give us an update on what you are going to do with the balance sheet. We are now entering the third quarter, the repurchase -- there hasn't really been much done there. And just sort of can we -- are acquisitions still a priority in the absence of not doing a more material one in the back half of the year, and how we think about share repurchase? Thank you.

Yes, I think, Jamie, and I will let Pam and maybe Jon has a little follow-up here too. But generally speaking through the quarter what we saw was a gradual increase in orders throughout that period. So, yes, things got gradually better. Again, these are not huge swings one way or the other, but a gradual improvement on through the quarter. And I will let Pam if you want to get more specifics or Jon.

Well, I think just, as Don was saying, as we improved -- we did improve through the quarter, so this would confirm some of the anecdotal information that you are also getting, Jamie. In particular in our Asia region we saw very good sequential growth in orders throughout the quarter. North America just slightly improving and Europe also improving. But the standout in terms of regions for orders for us was all of Asia.

Jamie, and I will give you a longer answer maybe than you want, but I will just try to cover all this at one time as far as capital allocation and that. Just to kind of recap for everybody kind of where our head is at here on this.

Our first priority is always dividends and with our track record of 57 years increasing dividends we want to continue that. We've increased that 114% in the last five years. The thing that we did last year was we had a 10% increase. We are trying to move the payout, as I indicated before, it used to be a 25% target, we are trying to move that up to 30%. My projection for you is that this fiscal year we are going to move that north of 27% where we finished last year as far as the payout.

And that could happen as soon as this month. I have to get approval from the Board, we are going to be discussing this. And we could see a dividend movement as early as this month but again they have to weigh in and vote on that. So that is the dividend, that is our number one priority. You won't see me change of this on my watch, we're going to continue this trend.

CapEx 2.5%, we've said that before, it is been running that and we are very comfortable with that.

Acquisitions, yes, we still have a target, internal target of 4% to 5% we would like to do in acquisitions. We are in all different stages of discussions with a number of different acquisitions all over the world. And our anticipation is, yes, we would still like to get something to the finish line here by the end of the fiscal, whether we do or not I can't promise you. But we don't want to leave a lot of money on the balance sheet; we are with you 100% there. So if these don't work out I think you're going to see us be a little bit more aggressive as to how we deploy the cash with respect to maybe share buybacks, things like that.

It is not like we haven't bought any shares back, we bought about $51 million back in the second quarter, that is on top of $49 million in the first quarter, we'll give you $100 million for the half. And we will do another $100 million just routine 10b5-1 buybacks for this year, so that will be $200 million on a share buyback.

Again, if we don't see clear to doing something else with the cash, specifically acquisitions, we will take another look at share buyback and other possibilities here. But we are with you as far as the amount of cash on the balance sheet, we are definitely there.

We don't think that we're going to need to do anything else on pensions. We did $75 million in the first quarter, we don't anticipate doing much else in pensions. We are in good shape there.

The very first priority though for everybody in the Company, as you might expect, is to get the restructuring to the finish line. So the fact that there is a little bit of a lull here in acquisitions frankly gives me a little bit more comfort because I want the whole team living up to what we told you folks we're going to do as far as that restructuring too.

So that is not an excuse for instance, it is just happens that maybe we have a little lull here and that is going to help us with the restructuring as well and get that to the finish line for you.

I hope that helps you, Jamie. I know that may not be exactly what you wanted to hear, but I think in general terms that is what we are thinking and what we will be working on for the balance of the year.

Okay, great. I appreciate the color.

Alex Blanton, Clear Harbor Asset Management.

My first question is on what you said about Asia. And you said the greatest sequential order growth was in all of Asia. Now that includes China. Is that true in China as well as the rest of Asia or are there differences?

Well, I think China -- if you look at the PMI for China I think would be the first place to look. It went up the slightest. But keep in mind that that is the general overall average of everyone's feeling about China. I think when you get to specific markets you will find that there is a great diversity of things being up versus things being down. As I said before, the construction piece of that has really been a drag.

So there are other good segments that can pull that up and have been pulling it up. So when we look at our business in Asia we are north of 100%, that means that on a 3/12 basis we expect the year to be better than the prior year. We are almost at 110% actually for Asia in total. That includes, like you said, Alex, India, Australia, China and Korea, Japan and so forth. And Japan has been a positive trend for us of late as well. So, yes certain segments are down, but overall I think Asia is coming back nicely, gradually but nicely for us.

Okay. Do you think that China has still got as much potential as you did when you made your investments there or greater?

Yes, I think it has got as much or greater. We can't write them off. This country is going to grow. They have got the engine moving. They have to slow down and take a little pause I think once in a while and I think that is what they are doing. But the activity levels are still high there.

I think that what we saw, Alex, as far as 13% growth rates in the past, it's probably going to be more like 5%, okay. I think they talk about 7% or 8%, I think probably 5% or between 5% and 7% probably is going to be more normal what we see going forward. So we don't anticipate 13% rates. But we still anticipate a level of growth that is going to be higher than probably most of the other regions around the world.

Yes, absolutely, I don't see anything wrong with 5% to 7%.

Yes.

Now second question is this -- you mentioned that your internal guidance was $1.14.

Right.

And yet there were estimates much higher than that, some as high as [$1.35].

Right, right.

(Multiple speakers).

That ruined my Christmas, by the way, when I saw those numbers.

Well, they've been out for a while. The thing is those expectations were very high and people expected you to raise your guidance for the year and that was a widespread expectation. So that is why I think the stock is off today. And Don, you had kind of volatility in your stock price. So I'm wondering why you didn't guide the Street down during the quarter so that you wouldn't get a negative surprise the way we did in the guidance.

Yes, I don't know why we got a negative surprise in the guidance. The bottom line was we had been talking for the first two quarters about the second quarter being the worst quarter in our year. We do this every year, we make that known out there and then yet we still get estimates that are way, way higher than us for the second quarter. And I don't understand that, I think we probably need to do a better job off-line just explaining to everybody that, hey, the second quarter is -- don't get ahead of us here.

And the other thing for the year, like we said before, we will adjust the numbers and the range and all that as we go forward. And typically what we have done this year is basically what we have done in the past years is that we will narrow the range as we get closer to it. And it doesn't make any sense to keep a wide range as you are getting closer to the end of the fiscal.

But I didn't look at this as a drop in the range or missing anything. I think we are right on target. We feel that we are right on target. Yes, we narrowed it, we reduced the top but, hey, we raised the bottom. So I mean you can't look at half of it, it's like a cup half-full or half-empty. I think you've got to look at both ends of the range. One end went up and the other one went down and at the midpoint is the same.

We look at that as consistent and if things develop, as we hope they will a little better based on all the things I've just told you in the third quarter, you will see us move the range accordingly. We will make the adjustments as needed.

You went up $0.10 up and $0.10 down on the end of the quarter.

Alex, we have to move on. We have got a lot of people in line yet. So we need to move on to the next (technical difficulty).

Thank you.

Andy Casey, Wells Fargo Securities.

I just wanted to return to the capital allocation discussion and really appreciate that you largely answered the question already. But could you help us understand kind of the sort of milestones we should look for given it seems like you are trying to balance two things against what appears to be a building industrial recovery. Those would be potential acquisition investments and then more rapid capital redeployments. So I'm just wondering if you could kind of help us understand timing or milestones.

Well, I think when we talked about acquisitions and capital redeployment, I think that to us it is not a rebalancing, it is really trying to put the money where we really want to put it and that is growing the business. I always default to trying to grow the business. I think at the end of the day we've got to keep the top-line going up, we've got to keep the operating earnings going up.

So I am not going to buy back a lot of shares if there is any hope at all that we can grow the top line faster by deploying those dollars in a different fashion specifically to make some good strategic acquisitions for us.

Having said that though, I also am aware that it is not good to keep a lot of money on the balance sheet just sitting there, especially in this kind of environment. And we will -- if it looks like we can't adequately deploy a significant amount of those dollars that are sitting there, then we will take other actions; I guess that would be the best way to put it.

So -- I don't think that is inconsistent with what I said in the past. I think maybe I may have been a little bit more explicit about that, but it is not inconsistent with the way I am thinking.

Okay, thanks, Don. And then if I could sneak in a restructuring. And it looked a little lighter than we expected in Q2, but the gross restructuring for the full year really -- the guidance didn't change. So a little bit of shift out of Q2 into the second half, could you comment on is this just timing of projects? And then is there any change in the fiscal 2014 view for the $0.15 restructuring benefit that you guys previously communicated?

Yes, Andy, Jon here. Yes, I think as you have touched upon it here, this is, as we explained in August, this is a series of many, many projects. And some of the projects, some of the very big ones, have moved from Q2 to Q3. And with our best intentions as we laid out our sequence of events on the restructuring as the complexities of accomplishing all of our goals for all of the projects came to light through the quarter here we knew that we had to move it.

We are still expecting $0.47 gross for the year; our $6.40 includes the savings that we are going to get from those. Obviously those savings are moving out to the right a little bit. But we are maintaining our guidance at the $6.40 here to include a few cents less in savings that we had anticipated at the beginning of the year in August when we tried to describe the restructuring to you at that time.

Please keep in mind for us this is a very, very big program for us by a factor of four or five than we have ever done before in one year. And we are really pleased with our progress, but it is just -- we are moving from one quarter to another at this point and that is what is included in our guidance.

Okay, thank you very much.

David Raso, ISI Group.

Yes, so the quarter on the restructuring, you had about $0.06 of EPS help by the restructuring moving to the right. I know you are not going to give us fiscal 2015 guidance right now, but if you get the full $0.47 restructuring done this year is that all the actions that are planned? I just want to make sure we understand, is this generally supposed to be done by the end of this fiscal year? (multiple speakers)

Yes, David, although we have slipped from one quarter to another, we have full commitment from our team that we are going to get this done in FY '14, that was our goal at the beginning of the year, that is still our commitment to ourselves and to our Board as well as everybody. And we have the project plans detailed out to enable us to get there.

So as I say, we are not taking this lightly, we understand the complexity of what we're trying to do in all of these projects and we are determined to get all of the restructuring done in FY '14.

And the tax rate, ex-the onetime items to be consistent with the guidance, ex-the impairment, ex-GE Aero, what is the tax rate guidance now?

29%. 29%, David.

Okay. And lastly, on the order growth, given everything you spoke of last quarter, you highlighted all the PMI data. I would argue most folks are probably looking for order growth rates to accelerate and they basically held steady. Can you characterize what your expectations were on order growth for the quarter and what you actually received?

Well, I think the one point to make on the order growth is that what is accelerating and by virtue of the data that we provided is our growth in international rest of world. Europe as well, as we were explaining to Jamie, it also accelerated within the quarter.

So it is our international industrial segment that is really driving that. That 5% overall growth includes a move from 5% to 6% in international and North America was up at -- remained at that 3% growth rate. So in general, as you well know, we will see a lag and we are expecting continued order growth as time goes forward here.

One point to make, David, that -- this may be helpful to you, is just as Don talked about, so pleased with our progress on distribution and we are really and historically we will see that continue on. It is just such a powerful part of our cost structure and our sales ability to generate sales each quarter.

In our guidance going forward we -- as we looked at our entire OEM base although the OEM progress for all of North America as well as internationally was good during the quarter, we did not want to move our sales guidance up for the full year until we got another quarter under our belt. And so that is why Don and Pam were trying to explain here that we will give you a better update here after our Q3.

Well, that was interesting that North American margins -- you lowered them on the guidance, but your mix, right, more distribution. I am surprised you took them down. Is there something else to consider there? Why the margin guidance came down despite distribution as the highlight?

Yes, we were really very careful about looking at those North American margins. And my advice at this point would be to don't overreact to that, we are not trying to signal anything, we are taking a roll up of all of the businesses here for this second half. And we will see over time those margins come back up.

So, no, we are not seeing any shift in the OEM margins long-term at all here. We were just trying to be more precise for the year and try to give you our best information at this point in time.

All right, thank you very much.

And just to add onto that, David. We do see that North America is going to be considerably ahead of last year even with that small tweak. So, you know, Jon said absolutely the best way that you could.

All right, great, thank you.

Josh Pokrzywinski, MKM Partners.

A follow-up on the restructuring question. Given some of the moving pieces on timing here, how does that affect or does it affect the savings calendar for next year; i.e., do you capture all of that in 2015 or does some of that start to leak out into 2016?

No, we are still going to capture 2015 to remain intact. So we are not going to see a bleed over in the restructuring into 2015 and certainly we are going to have the savings that we projected for 2015 in our projections once we come out with 2015.

As Don has articulated, we are very focused on this restructuring program that is going to allow us to get 15% in 2015. And that is the purpose in part of trying to make sure that everything that we do in 2014 is a major number one focus for us to get that restructuring done and get it completed here in Q3 and in Q4.

Got you, that is helpful. And then, if I could just sneak in one last question for Don. Don, you mentioned an appetite to revisit buyback at some greater magnitude if the M&A pipeline doesn't fill up. Are you comfortable putting a number around where the balance sheet should be from debt to cap, debt to EBITDA, however you guys want to think about it, where you would be willing to take the balance sheet just on buyback?

Well, just traditionally and this really hasn't changed. When we look at our leverage on the balance sheet, if I just talk about leverage for a second. We don't want to do anything that would jeopardize our A rating on our debt. We have had that for as long as I have been at the Company, 40 some years, and we don't want to jeopardize that. So all the three rating agencies have us A rated on our debt.

And so, when I say that then we could take our leverage up to probably 37% comfortably, I mean we have been there before. We could maybe even go slightly above that, but we would do that in conjunction with discussions with the rating agencies if need be. So that is the first thing we do. We just say, hey, we are just not going to jeopardize that. Yes, we could drop our debt rating and go to higher levels, but we are not going to do it.

Got you. And that is on a gross basis?

Yes.

Or a net basis? Okay, gross.

Gross.

Got you. All right, thanks.

Nathan Jones, Stifel.

I wonder if I could just follow up on a question that David asked earlier. Specifically on North American orders, which is where I thought we might see some accelerating growth. Don, you have been talking about the PMIs, the new order PMI number is above 60. Would it have been your expectation that we would have seen that manifest in some stronger demand by now?

I didn't see 60, Nathan, I saw 57.

The new order portion of it which is the (multiple speakers).

Oh, the new order portion, I see what you are saying, I see what you are saying.

I'm wondering, Don, if in your experience you would have expected to see these kinds of forward indicators manifesting in better order growth for you at this point?

There is always usually a lag. So the question is how much of a lag. And frankly I haven't gotten into try to decipher that at all. But I think it will manifest into improvements over time. The question is when is it going to all hit. I'm seeing it on the distribution side already. I am seeing exactly what I would hope.

But remember, distribution is more real-time. They order because we have got this thing leaned out pretty good. What they need this month they are ordering this month. So I am seeing those orders. It is the OEM side that gets to be a little -- our ability to predict is a little bit less on the OEM side than it would be on the distribution side. So I think it is going to develop, I think it has developed on distribution and it will follow on the rest of the business especially to OEMs in time.

Okay, thanks. And my follow-up -- I think if I do the math, the incrementals in Industrial International were about 40% if I take out the restructuring charges. Is that kind of an incremental level we should be looking for you to hold for the next few quarters coming off these low levels of demand?

Well we had for the Company -- overall did 30%, okay, and that is made up of --.

I am just talking specifically about Europe.

You're talking about Europe?

Or international.

Yes, I think for international, David, at the very beginning, of course, long-term our target is 30%. At the very beginning of the uptick, which we are starting to see right now quite often and normally -- now this is barring restructuring, we will see MROS greater -- much greater than 30 and we have got 40s in the International Industrial business going forward here also.

And this would also include of course the savings that we are going to get from our restructuring that we are working on here which is primarily in our international sector, although it is -- there is restructuring happening throughout the world for us. So I think 40% is not out of range. We wouldn't want to commit to that for a very long period of time and I would not disagree with your math that you are doing here in Q2.

All right, fantastic. Thanks very much, guys.

Joe Ritchie, Goldman Sachs.

So perhaps I'm the only one, but I thought your order number was good this quarter particularly given the tougher comps. What I am surprised by a little bit is that you maintained your revenue guidance, you actually took Industrial International down slightly at the midpoint.

And then going back to the margin piece, given the improving volumes, are you just seeing worse mix than you originally anticipated? Was pricing worse on the order side? I'm just trying to really understand why margins came down that specifically on Industrial North America.

I think that for Industrial North America the margins are -- we are not trying to signal to anybody anything about North America margins. Our North America margins in our Industrial sector are very high for us, they are at a high rate for FY '14, they are projected to be higher in FY '14 then in FY '13.

When we get to this range of margins in North America we start to get into territory that we have not been living in. We are so proud of the way that we've been able to execute on the one strategy and really penetrate markets that are with new products that are just doing very, very well for us and well above our expectations. But our margins in North America are just very high end. But we hesitate to continue to project for our guidance margins that are higher than we've ever seen before in general.

This is Pam speaking. You know, one of the things to keep in mind is that we have $0.20 in the third quarter with restructuring. And as you know, when you are doing this type of restructuring, which is the biggest restructuring that we have ever done in this Company, there is noise associated with that. Our forecast is a bottoms up forecast.

It is only natural that people are going to be somewhat cautious when they have the biggest amount of restructuring. And even though restructuring is mostly in International, there is a portion of that restructuring that has taken place in North America that is going to fall mostly in the third quarter.

So we are not signaling that it is anything -- a problem with North America in any way. We think that North America is going to be a good year, it is going to be ahead of last year significantly. And that is a very tweak in terms of what really came down in North America, that is why we give a range.

We didn't feel that it was prudent to increase it to what it was last quarter when we give you a range anyway. So we left it where it was because that is what we received from our operating group. So I wouldn't be overly concerned with that. That is really not a problem -- or it is not a concern that I have.

Okay, that is helpful color. I guess just segueing on a follow-up question on the restructuring. I just want to make sure I am clear. You are going to -- it's going to be a $0.20 charge in the third quarter, the remainder in the fourth quarter to get you to $0.47. I missed your comments earlier, Jon. Are you expecting the benefits to still be $50 million and is that all coming through -- I'm sorry $30 million and is that all coming through in the fourth quarter?

No, we are not saying exactly what the savings are going to be from that. We are saying that the savings are intact for FY '15 because we didn't get every bit of the restructuring done when we wanted to get it done as in the shortfall that we had in Q2 because of the shift to Q3. We are not going to get those savings. But what I saying is that despite that we are maintaining our guidance for the year and we will be making it up in other places. And so we are fully committed to our $6.40 for the year.

Got it. So some of it has shifted to 2015 and that amount in 2015, the run rate is still $80 million?

That is right, that is correct. Yes.

Okay, thanks for taking my questions.

Okay, I think at this time we've reached the end of our hour here. So we will have to turn it over to Q&A, Matthew, if you are -- we are going to end our Q&A session, excuse me. And we are going to turn it over to Don with some closing comments. Apologies.

Thanks, Pam. Just a few comments. First of all I want to thank everyone on the call for joining us this morning. I certainly -- and I think the rest of the team here certainly appreciates the thoughtful questions and the dialogue as far as the year. It's a complicated year; there are a lot of moving pieces, I think you can see that.

And it is -- believe me, we spent a lot of time going over all of these pieces and try to make sure that we give you the very best picture we can of what is happened and then what is about to happen and of course the only thing we can be sure of is that we're never going to be right. We are either going to be too aggressive or not aggressive enough and we'll probably never hit anything right on the head. But we will do our best and I certainly appreciate you hanging in there with us.

Our current expectation for the balance of this fiscal year is for ongoing moderate improvement, again, we don't see this huge ramp up like in other periods. But we didn't see a huge decline in order trends in this period like we have in the past. So you are not going to see the huge transition, but it is going to be a moderate improvement in global markets which is still going to be a positive for us.

And actually with all this restructuring going on I am happy that it is not a huge ramp up because we would be trying to do that in the midst of a major restructuring. I think that could have been an issue. So right now things are moving in the right direction at the right speed. I think it is going to be a good fiscal year for us as we finish it out in the next half.

We also expect to complete that restructuring that we talked about and outlined for you with the full benefit as we've indicated to occur in fiscal '15. So we don't expect to have any trailing issues there throughout the balance of this year. These factors are anticipated to drive stronger performance in the second half of the fiscal compared with the first half.

And traditionally, as you recall, Parker does have more of a 48%-52% kind of makes our second half is always stronger than our first half unless we are going as some massive decline in a horrible recession or something. So typically you will see that second half being stronger. I think those of you that have followed us certainly realize that.

As always at this point I would also like to take the opportunity to thank our employees for their continued commitment and success. Our global team continues to do a great job executing the win strategy and delivering the positive results that you have seen here of late. So we are really pleased with that.

If you have any additional questions, Pam will be here the balance of the day. I certainly want to wish all of you, since this is our first call in the new year, a happy and healthy New Year to everybody on the call. Goodbye and have a great day. Thank you.

Thank you. ladies and gentlemen, thank you for joining us for today's conference. This concludes the presentation. You may now disconnect. Good day.