濱特爾 (PNR) 2014 Q2 法說會逐字稿

Good morning.

My name is Kim and I will be your conference operator today.

At this time, I would like to welcome everyone to the Pentair Q2 2014 earnings conference call.

(Operator Instructions)

Mr. Jim Lucas, Vice President, Investor Relations, you may begin your conference.

Thanks, Kim.

Welcome to Pentair's second-quarter 2014 earnings conference call.

We are glad you can join us.

I am Jim Lucas, Vice President of Investor Relations.

Joining me today is Randy Hogan, our Chairman and Chief Executive Officer, and John Stauch, our Chief Financial Officer.

Today's call will provide details on our second-quarter 2014 performance as well as our third-quarter and full-year 2014 outlook and updates to our 2015 target as outlined in this morning's release.

Before we begin, let me remind you that any statements made about the Company's anticipated financial results are forward-looking statements subject to future risks and uncertainties such as the risks outlined in Pentair's most recent 10-K and 10-Q and today's release.

Forward-looking statements included herein are made as of today and the Company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.

Actual results could differ materially from anticipated results.

Today's webcast is accompanied by a presentation which can be found in the Investors section of Pentair's website.

We will reference these slides throughout our prepared remarks.

All references today will be on an adjusted basis unless otherwise indicated, for which the non-GAAP financials are reconciled in the appendix of the presentation.

We will be sure to reserve time for questions and answers after our prepared remarks.

I would like to request that you limit your questions to one and a follow-up and get back in the queue for further questions in order that everyone has an opportunity to ask their questions.

I will now turn the call over to Randy.

Thanks, Jim, and good morning everyone.

Before looking more closely at the second-quarter results, I thought it would be helpful to provide a summary of what we will cover on today's call.

We have a lot of information to share and we want to leave time for your questions.

The second quarter met our expectations despite ongoing economic headwinds in our two largest verticals, Energy and Industrial.

We announced this morning that our Board has approved our strategic decision to exit the Water Transport business, which we will cover in more detail shortly.

We are reducing our 2014 expectations, mostly due to our exit of the Water Transport business, but also due to a reduction in what we see as a more modest top-line outlook.

This is based on an Industrial recovery that is slower than originally anticipated and continued pushouts within Energy.

In particular, we continue to see lower-than-anticipated contributions from the Canadian oil sands.

While we continue to win with both small and large customers, many of the large projects have continued delays in releasing capital spending.

Six months before the start of 2015, we do not see enough strength in the Energy and Industrial markets in particular to hold the 2015 $5 EPS target.

We are adjusting that target to $4.50, reflecting the exit of our Water Transport business and factoring in these lingering economic uncertainties and ongoing deferrals in Energy CapEx.

While we have continued to overdrive on synergies and are seeing some growth, it's not enough to close the gap.

Nevertheless, we are still targeting EPS compound growth rate greater than 20% overall across 2014 and 2015.

As we have over delivered on synergies, we continue to show the power of PIMS adoption in the businesses we acquired and our ability to integrate the acquisitions.

Lean enterprise is a part of our DNA now and it's gratifying to see it delivering this way.

The result is that our free cash flow continues to be strong with capital allocation disciplined as we continue to run the Company for the long term, focused on creating sustainable long-term shareholder value.

Now let's turn to slide 5 for a review of our second-quarter performance.

This slide is a review of our second quarter, including Water Transport.

We will have a more detailed look in the quarter in a few moments, excluding the results of our Water Transport business.

With it, second-quarter revenues declined 3% on a reported basis.

Adjusted operating income increased 5% and adjusted operating margins expanded 110 basis points to 14.8%.

Adjusted EPS grew 13% to $1.04, which met our outlook of $1.02 to $1.05.

Please turn to slide 6 for a review of our balance sheet and cash flow.

Free cash flow was $384 million in the quarter, which followed a small usage in the first quarter from the seasonal working capital build in many of our Residential businesses.

We expect to generate full-year free cash flow greater than 110% of net income in 2014.

Our balance sheet remains strong.

Ending debt was approximately $2.7 billion, or $2.5 billion on a net debt basis.

In the second quarter we returned nearly $250 million to shareholders in the form of dividends and share repurchases.

At the end of the second quarter we had approximately $700 million remaining under our current $1 billion repurchase authorization.

We recently increased our quarterly dividend to $0.30 per share from $0.25 per share, which marks our 38th consecutive year of annual dividend increases.

Our ROIC ended the quarter above 10%.

We continue to have a lot of opportunities on the working capital front in a number of our businesses and we would expect to make further progress as the year continues.

Please turn to slide 7 as we look more closely at our rationale to exit our Water Transport business.

As we mentioned at the beginning of the call, we announced our decision to exit our Water Transport business and move it to discontinued operations in the third quarter.

As we discussed at length last quarter, this is a business that came with the Flow Control acquisition that was completed nearly two years ago and has consistently underperformed our expectations.

At the time the acquisition was completed, Water Transport generated over $700 million in annual revenue with operating income of $50 million and had a couple of large projects in the backlog, and several others in booked stage.

At that point in time, the expectation for 2014 was for revenue to decline sharply, but operating income continued to remain near $50 million.

Shortly after the deal closed we saw some larger projects get canceled and, while there have historically been a flow of smaller project each year, there has been virtually no new activity of consequence over the past year.

This is due in part to the impact of the Australian economy from a sharp downturn in mining.

We worked aggressively to rightsize the business and it has remained profitable despite the revenue levels declining significantly from where it was expected to be.

We believe the decision to exit the business will allow us to better allocate resources to growth areas.

The decision to exit the Water Transport platform is consistent with our new platform approach, leaving us with 19 technology platforms.

We aligned around these platforms at the beginning of this year within our four reporting segments.

We have leaders in place to drive all 19 platforms and have recently completed our first round of strategic reviews with them.

The platform approach allows us to more clearly define and invest in areas that have differentiated, profitable growth opportunities.

This approach also helps us identify businesses that may not have the same prospects and will have to play a different role for Pentair.

We have talked for some time about flowing our resources to our best opportunities and this platform structure enables that more effectively.

Please turn to slide 8 as we review the past performance of Water Transport and its impact on reported results.

To provide a baseline of Pentair excluding Water Transport, we want to share the impact on last year's results without it.

On a reported basis, sales were up 3% in 2013 and adjusted EPS grew 26%.

Without Water Transport in last year's results, sales would have been up 4% and adjusted earnings per share would've grown 29%.

Going forward, we will exclude Water Transport's results from the discussion of this quarter's results.

So let's turn to slide 9 as we look at Pentair's second-quarter results excluding Water Transport.

For the second quarter, sales grew 2% with three of our four segments growing.

Adjusted operating income was up 13%.

Adjusted operating margins increased 150 basis points to 15.2% and adjusted EPS grew 21% to $1.02.

Again, a very solid quarter of execution.

Now let's turn to slide 10 for a more detailed look at our second-quarter performance.

The waterfall on the left-hand side of the page shows that our 2% sales growth was a result of 1 point from volume and 1 point from price.

FX was a slight positive in the quarter as strength in the euro was partially offset by continued weakness in the Australian and Canadian dollars.

We saw many of our markets firming throughout the quarter with backlog and most product platforms expanding.

The right half of the page shows second-quarter Pentair operating profits and margins.

Operating margin expansion of 150 basis points was driven once again by strong productivity, which includes our synergies.

We continue to gain momentum on both Lean and sourcing initiatives and our standardization efforts continue their progress.

As the top line has remained sluggish, we've taken further repositioning actions to accelerate our productivity results.

While the top line continues to be slower than we had anticipated beginning of the year, we continue to focus on the elements within our control and feel good about our ability to continue delivering on productivity and synergies.

Now let's turn to slide 11 for a performance review of our largest segment, Valves & Controls.

For the second quarter, Valves & Controls grew 2%, which was comprised of 1 point of volume and a positive 1 point from FX translation.

This was slightly better than our forecast.

Orders grew 7% from the comparable period one year ago and backlog remains firm with a slight sequential increase to $1.4 billion.

During the quarter oil and gas showed a slight increase, power was up modestly, process grew 6%, and mining was down once again.

The right half of the page shows second-quarter Valves & Controls operating profits and margins.

Adjusted operating margins expanded 60 basis points to 14.1%, which includes $4 million in costs from the segment's operating model transformation, or OMT.

As a reminder, we expect the OMT investment in Valves & Controls to continue on an annual basis through 2016, but that investment is expected to drive nearly $80 million of annual operating income savings once completed and an overall tax benefit to Pentair of roughly 3 points due to the optimization of the global Valves & Controls structure into Switzerland.

Now let's turn to slide 12 for a look at the orders and backlog for Valves & Controls.

As you can see on slide 11, the Valves & Controls backlog is broken down in four key industries, three of which fall into our Energy vertical, those are oil and gas, power and mining, and one in our Industrial vertical, which is the process business.

Overall, backlog ended the quarter near $1.4 billion, which is consistent with where it has been since we acquired the business near the end of 2012.

We saw healthy order growth in process, oil and gas, and power, but mining orders were down due to a combination of a tough year-over-year comp and continued weakness seen throughout the mining industry.

As we've seen many Energy subverticals experience push-outs for several quarters now, we are encouraged by the strength in oil and gas orders during the second quarter.

In particular, North America was strong in LNG and pipelines.

We like to see a few consecutive quarters of strong order growth before we start to view the trend materializing, but quoting activity remains healthy.

With power, backlog has remained steady but orders remain lumpy.

While mining is the smallest part of Valves & Controls, we are seeing signs that a bottom may be near, and since we have a good installed base, we expect to see stable MRO demand.

Within Industrial process, orders and backlog are up and we anticipate continued order growth as capital spending in North American capacity expansion in particular continues.

Now let's move to slide 13 for a review of Process Technologies.

Process Technologies reported solid top-line growth of 4% with volumes contributing 3% and a positive 1% from price.

Residential & Commercial remained strong with 10% growth during the quarter as our Aquatic Systems business benefited from healthy demand during its seasonally strongest quarter.

Food & Beverage was down modestly as the business faced a tough year-over-year comp with strong beverage shipments in the comparable period one year ago, though we still expect beverage to be positive for the year.

Infrastructure, now a small piece of Process Technologies, was down another 11% as demand within the global desalination industries remains weak.

The right half of the page shows second-quarter Process Technologies operating profits and margins.

Operating income grew 17% and operating margins expanded 200 basis points to 18.6%.

We discussed last quarter a slow start to the year for the segment and the impact of negative mix.

We saw that trend reverse during the second quarter as Aquatics, one of our higher-margin businesses, had another strong performance.

Although price was not quite enough to offset inflation, we saw strong productivity that contributed to the robust margin expansion in the quarter.

Now let's move to slide 14 for look at Flow Technologies.

Flow Technologies reported a 2% revenue decline as a point of positive price confusion was not enough to offset a 3% reduction in volume.

Residential & Commercial was down modestly as we continue to emphasize the more profitable pro channel and deemphasize the lower margin retail business.

Food & Beverage, which is ag in this segment, was up a modest 2%, a sign that our agriculture business is delivering differentiated growth since overall agriculture demand has been slower this year, particularly on the irrigation side.

Industrial was up 6% led by continued global expansion in our fire suppression product lines.

The right half of the page shows second-quarter Flow Technologies operating profits and margins.

Operating income was up slightly with operating margins expanding 40 basis points to 13.9%.

Mix did have a negative impact due to the lower contribution from Infrastructure and Food & Beverage.

We continue to focus on improving productivity within Flow Technologies and have actions in place to drive margin expansion as the top line remains more challenged short term.

Let's now turn to slide 15 for a look at Technical Solutions results.

Technical Solutions grew 3% in the quarter, with 1% volume growth and 2% contribution from price.

Industrial was down modestly in the quarter due to slower-than-anticipated recovery from our equipment protection business.

Energy was down 11% as our thermal business has seen continued weakness in Canada.

Infrastructure, which is primarily datacom and telecom in this segment, was a bright spot with a 33% gain reading out in our electronics business driven by improving demand and new products.

The right half of the page shows second-quarter Technical Solutions operating profits and margins.

Operating income grew 10% and operating margin expanded 120 basis points to 18.8%.

Productivity and synergies remains strong, but slower growth in our profitable equipment protection business did limit margin expansion in the quarter.

Standardization and repositioning remain on track, but as our most profitable segment, more growth is needed to leverage that high profitability.

Let's now turn to slide 16 for a closer look at the total Pentair growth profile.

During the second quarter we saw solid growth in developed countries while fast-growth regions were mixed.

US grew at low single-digit rates.

We saw a larger decline in Canada, primarily in our technical solutions business where the oil sands impact reads out.

Meanwhile, our other businesses were up modestly in Canada.

In Western Europe, we saw very healthy mid-single-digit growth with all segments positive.

China and Latin America showed growth, but we saw declines in the Middle East and Southeast Asia.

The weakness in the Middle East was due to a very large project that shipped last year.

We still see attractive growth prospects for the Middle East longer term.

Energy continues to see demand shift to the right.

We faced a tough comp in the second quarter.

We expect Energy to turn positive in the second half based on the strength of our backlog in Valves & Controls and overall improvements in order activity, particularly in oil and gas.

Industrial continues to grow modestly, while we expect that overall CapEx activity to begin to accelerate, this is a trend that has not materialized for the last two years and we believe it is more realistic to taper our second-half expectations.

We experienced healthy mid-single-digit growth in our Residential & Commercial vertical driven by strong Residential demand globally, and in the Infrastructure vertical led by our electronics business.

Food & beverage faced a very tough comparison and was flat in the quarter, but the growth prospects for this vertical remain strong for the year.

Our North American Residential businesses have continued see growing demand and Europe and China showed healthy demand for our Residential products as well.

While a smaller piece of our Residential & Commercial vertical, we continue to see improvements in Commercial demand, too.

Infrastructure enjoyed a strong quarter and we expect a good year of growth on the strength of our electronics business in Technical Solutions.

Although comps will begin to get tougher later this year, overall demand has remained relatively steady for the past few quarters while we wait to see how and when Infrastructure in the water businesses rebound.

Food & Beverage is expected to post strong mid-single-digit growth for the full year following strong double-digit growth last year.

While the US agricultural based businesses have slowed on lower farm demand, our businesses are experiencing growth due to expanded coverage from global expansion.

Beverage continues to have a healthy backlog and food service continues to experience strong international growth.

Let's now turn to slide 17 for an update on our guidance.

We are updating our full-year adjusted 2014 EPS guidance to a range of $3.65 to $3.70 from a range of $3.85 to $4.

The principle reason for the revision in guidance is the exclusion of our Water Transport business, which is about $0.20 of the guidance reduction.

At the top of the range we have also lowered our full-year organic growth expectations as continued delays in Energy and slower global Industrial recovery are factored into our expectations.

Energy started the year very slow, and while our orders in backlog give us increased confidence that the first-half declines will turn to growth in the second half, it would not be enough to overcome the slow start to the year.

Our cost actions remain on track.

Our cash flow remains very strong.

We continue to have flexibility with our balance sheet and adjusted EPS remain on track to grow an expected 20% for the full year.

We continue to be confident about the elements within our control, but many of our end markets remain slower than expected and we feel it is prudent to adjust our second-half outlook accordingly.

Please turn to slide 18, labeled Q2 assessment and full-year outlook.

We delivered on our first-half expectations as operating income grew 15%, despite only a 1% gain on the top line.

Operating margins expanded 180 basis points to 13.8% and EPS grew 25% in the first half.

As we enter the second half, we are expecting a modest pickup within Industrial and our orders and backlog give us some expectation that Energy will accelerate for the second half.

While we are seeing some signs of inflation, price and productivity are expected to continue to offset inflation and projected synergies remain ahead of our initial expectations.

We also will continue our OMT investment in Valves & Controls in the second half.

We are expecting the top line to grow 2% to 3% for the full year, operating income to grow roughly 12%, operating margin expansion of 120 basis points to just over 14%, and EPS growth of roughly 20%.

We believe we are on track to generate free cash flow greater than 110% of net income.

With that, I will turn the call over to John.

Thank you, Randy.

Please turn to slide number 19 titled EPS impact on 2015, $5 per share target.

As Randy mentioned at the beginning of the call, we are updating our 2015 EPS target to $4.50.

While the $5 target is a number that we have been committed to both internally and externally, the current economic backdrop is just not strong enough to overcome the impact of moving Water Transport to discontinued operations.

We are still very excited in the value creation capability from this transformational deal and continue to expect strong organic growth rates, double-digit operating income from the base, plus the benefit of synergies and the balance sheet, just not quite at the levels necessary to offset the ongoing deferrals in Energy CapEx and lingering economic uncertainties.

We are quite pleased with our ability to overdrive in synergies, which we believe speaks well to the power of PIMS and our ability to integrate acquisitions and the higher synergies were needed to offset lower core organic growth rates than were originally anticipated.

We have seen continued deferrals in Energy CapEx and a muted Industrial recovery has contributed to growth not quite at the levels of our original expectations.

Our decision to exit our Water Transport business removes $0.25 from our base and, as we highlighted earlier in the call, we believe this is the right strategic decision that will allow us to reallocate resources to other platforms that have differentiated, profitable growth opportunities.

We have seen lower CapEx in many areas, but particularly in the Canadian oil sands.

We have seen two larger projects continue to be delayed, and although we have secured supplier-of-choice contracts for these projects, these are the types of pushouts that we have been experiencing with projects of all sizes.

This does not mean that these projects will not eventually become revenue, but rather we are choosing not to keep focusing on the recurring delays and will welcome the revenue if and when they finally come to fruition.

The $4.50 EPS target still represents a 21% EPS CAGR, which we believe continues to demonstrate the shareowner value creation from this transformational deal.

Please turn to slide number 20 labeled disciplined capital allocations.

We have used this slide in the past to remind everyone of the strength of our cash flow and the flexibility our improved balance sheet gives us.

We continue to create further opportunities for more value creation, both from the cash we generate and the leverage opportunity from the incremental EBITDA.

All-in we expect to have significant capacity for further bolt-on acquisitions and share buybacks as opportunities arise.

We recently raised our dividend for the 38th consecutive year and we still have roughly $700 million left under our current share repurchase authorization.

After looking at our current dividend commitment and our buyback authorization, we still have capacity with continued operating performance of nearly $1.3 billion to fuel further acquisitions or buybacks.

This is nice flexibility to have and we will continue to make smart capital allocations to improve overall shareholder value.

We continue to run the Company for the long term and will not exhaust our balance sheet flexibility simply to reach a near-term target.

We will continue to optimize our balance sheet strength to create sustained long-term shareholder value.

Please turn to slide number 21 labeled deal economics overview.

We continue to believe in the long-term reasons why this was truly a transformational deal for Pentair.

We acquired two leading businesses in Valves & Controls and thermal management that further diversified our portfolio and strengthened our position globally, particularly with exposure to Energy.

Our portfolio is better balanced today, not only from a vertical and geographical standpoint, but also with stronger technologies.

We still expect Energy to recover, albeit later than expected, and the progress we have made on the cost side is expected to read out in strong leverage as this important vertical rebounds.

We have made great progress with regards to our standardization and integration efforts, particularly in Lean and sourcing, but there is still a long runway ahead as evidenced by G&A levels that have more room for improvement.

When looking at the value of the transaction after excluding Water Transport, we acquired two leading businesses in Valves & Controls and thermal at less than 9 times EBITDA, which is a multiple that cannot be found in today's M&A environment.

We believe this deal has demonstrated our ability to create significant value for our shareholders at a very reasonable price.

Please turn to slide number 22 labeled Q3 2014 Pentair outlook.

For the third quarter of 2014 we expect sales to be up approximately 3% to $1.76 billion.

Valves & Controls is expected to be up roughly 3% based on our scheduled backlog and seasonal improvement in the shorter cycle MRO business.

Process Technologies is expected to grow nearly 8%, led by Aquatic Systems related to the strong end of the pool season and backlog in Filtration & Process.

We are anticipating Flow Technologies to be flat with tougher comps in ag and continued de-emphasis of our lower-margin retail business.

And Technical Solutions is expected to be up roughly 4% as comps in thermal get a little easier and improved daily order rates in equipment protection continue.

We are expecting adjusted operating income to be up roughly 8% and operating margins to expand 50 basis points to approximately 14.4%.

This includes ongoing OMT investments in Valves & Controls as well as a negative mix in several of our businesses.

We expect mix to be more favorable in the fourth quarter, which is factored into our full-year forecast.

Our EPS forecast for the third quarter is a range of $0.93 to $0.95, or an increase of roughly 15% versus 2013.

We are expecting the tax rate to remain around 23.5% and the share count to be around 193 million shares.

Please turn to slide number 23 labeled full-year 2014 Pentair outlook.

Our revised 2014 adjusted EPS outlook of $3.65 to $3.70 represents growth of roughly 20%.

For the year, we expect the top line to grow approximately 2% to $7.15 billion, which excludes Water Transport.

We expect Valves & Controls to be flat for the full year after the slow start to the year, but the second-quarter order growth gives us increased visibility that the top-line growth rate should accelerate modestly in the second half.

Process Technologies is expected to be up roughly 6% with strength in Aquatics, beverage systems, and food service.

Flow Technologies is expected to be flat for the year.

Technical Solutions is anticipated to grow roughly 3% for the full year, with electronics remain strong, equipment protection growing modestly, and thermal seeing continued slowness in Canada offset by a seasonal pickup in the business in the fourth quarter.

Adjusted operating income is expected to be up 12% to just over $1 billion, but this does include roughly $20 million of OMT investments within Valves & Controls.

Operating margins are anticipated to be up nearly 120 basis points to 14.1%.

For the full year we expect the tax rate to be around 23.5% and the share count to be about 196 million shares.

Free cash flow remains on track to be north of 110% of net income.

Kim, can you please open the line for questions?

Thank you.

(Operator Instructions) Steve Winoker, Sanford Bernstein.

Thanks and good morning.

I'm sure it was hard for each of you to come off of the $5 promise, so I understand that, but I'm just now trying to understand.

You've still got 18% EPS growth in your 2015 over 2014 plan at the midpoint, I guess, and when I look at that it would be helpful to understand the cost, the operating margin and cost synergy side again.

And on the op margin assumption now, where are you next year versus this year?

I'm sorry, the question, Steve, was op margin --?

Op margin expansion 2015 over 2014.

About 120 basis points.

Okay.

And the cost synergy, that old $310 million number you keep talking about overdriving now, the $310 million I'm talking about full cumulative, where is that coming out now?

I think the $310 million, which I do acknowledge, had about $35 million or so that would be moved to discontinued ops along with Water Transport, so I think that would give you roughly a $275 million ongoing synergy rate that we think would apply to the continuing.

Okay, and is that still the same number?

You're not changing that at all, the $275 million?

Steve, we are not giving -- just to put this in perspective, we are going to go back to our normal pattern, giving actual guidance for the year when we talk at December, which is our current practice.

We felt, as all our degrees of freedom began to get pinched away for us against the $5, we felt we owed it to you to tell you.

So the way to think about the $4.50 is we know Water Transport goes, but we also looked at all the puts and takes, the overdrive in synergies, frankly, the lack of confidence that we have in these head fakes we keep getting from the economy.

We've been counting on those to come through in a positive way and they are coming through, even though we are getting some growth in line with what looks like everyone else's, it's just not something I have a lot of confidence in right now.

So think about the $4.50 that way.

We don't have a definitive guide -- we are not giving definitive guidance.

The $5 was a target and it was something that we held out there for everybody, us and you.

We had multiple degrees of freedom to get there just six months before 2015.

Okay, fair enough.

Randy, I remember the last time we talked about Water Transport you described it as what do you do with an empty bag of groceries.

And so now we are putting it over and this sounds like, obviously, the right strategic decision over many years to exit this.

But what is your confidence in, I guess, even that process moving forward?

How are you thinking about it now?

You know, we really did feel like we needed to build a backlog and the business -- the people in the business have worked so hard and committed to the brutal activities necessary to keep their nose above water and it's profitable.

There's two reasons to discuss.

One is it really isn't part of our strategic roadmap going forward and right now it has been a distraction within Flow Technologies.

Flow Technologies without them doesn't look that great, right?

And now the Flow Technologies team can really focus on driving the growth in the areas that look quite attractive for them and continue the exit of the retail side of Residential and really focus on what we believe is a bright future for Flow Technologies.

We are moving the business to report to our VP of Ops, which reports up to John.

We are just beginning the process, but we believe that there are prospects for the business in someone else's hands.

I don't know who that is.

We haven't started a process yet.

It's early days.

We just went through a rigorous discussion with our Board about the right way forward and we think this is certainly the right way forward.

Our platform -- I mentioned this in the script -- this platform approach is really quite helpful in that regard in terms of identifying and letting us differentiate who is going to -- where we are going to flow more of our resources.

It's a much more granular approach than the GBU approach.

Right, and I fully appreciate that.

Just before I hand it off, last quick thing.

Price is lessening from an inflation on Flow Tech that you called out.

What's going on there and is this just a question of timing and catch up on the pricing side?

Yes, it is, is the short answer.

We are exiting, as Randy mentioned, several product lines in which we did take a large -- within our retail space which we did take some large concessions on, so that's what we are managing through right now.

But that headwind starts to go away in the second half and into next year.

Okay, great.

Thanks for the transparency and let me hand it off.

Steve Tusa, JPMorgan.

Good morning.

So the restructuring this year, I guess how much is that going to be, $60 million or something like that?

For the total.

Yes, that is about right.

How quickly does that -- do you think that pays back?

We feel like all-in we are just slightly -- since we have done this and we are sort of concluding our large restructuring actions we have taken about $200 million of restructuring to date and the expected full-year run rate benefit of that is roughly $200 million on an ongoing basis.

So I would say that this last grouping is consistent with that.

It's a little bit delayed in the sense that we notify and the benefits come a little bit later, but that's what we are really running to is an ongoing run rate of about $200 million since the inception of the merger.

Okay.

So when we think about the year-over-year increment on that that has yet to come in 2015, what is that number?

It would be approximately $30 million.

For 2015?

Correct.

And then are there any other -- I think there's this OMT benefits.

Is that separate and is that also a plus for 2015?

Again, we would think that the investment continues, so the $20 million we're spending this year will have another $20 million of investment next year.

And there would be a slight pickup from the G&A savings that we would expect once we go live with that program.

Okay.

Just lastly on the balance sheet, very strong free cash flow in the quarter.

The [$1.3 billion] you guys highlight is kind of an opportunity and then on the next page or a page before that whatever you talk about how well you have kind of integrated this deal.

You are buying back a little more stock.

Is the priority -- given kind of what has transpired here, is the priority to defend the stock with more buybacks or should we take your comments around how well Tyco Flow has been integrated as we are ready to go to do another deal and we are going to be opportunistic on something of size if it comes along?

Yes, I think the way we would look at it now is it's really $2 billion of capacity less the $700 million remaining in share authorization.

Our goal is to create long-term sustainable value and acquisitions continue to be a big part of that, but right now there isn't a plethora of significant acquisitions to go get so short term we've been doing what we feel is a disciplined capital allocation model of choosing between all the options and making sure that we are looking at the one that drives the right long-term value creation.

Right.

Sorry, one more question, just on Valves & Controls, the order -- the visibility on kind of the order pipeline.

Things have been lumpy; is this the real -- this 7% growth, did you think there is enough visibility now in the pipeline to say that at least the orders should continue to grow here?

Acknowledging you are conservative on timing and the revenues and stuff like that.

There is a certain amount of lumpiness, as you say, but the 7% growth on orders this quarter we think it portends more positive things coming.

We have the quote log we track ahead of that and that is up as well.

They seem to be legitimate and real projects and that's up.

I think that will be good.

And I'm really looking forward to seeing how we clock it in third and fourth quarter.

That is really going to tell us a lot.

I really like the discipline the Valves & Controls team has put around the quote following now.

I think we are in much better shape than we were a year ago.

Okay, thanks.

In terms of tracking and managing that.

Joe Ritchie, Goldman Sachs.

Good morning, everyone.

My first question is on the restructuring.

I think that you are pretty much through it now for the year at $69 million, but I think your original expectation was something closer to $23 million.

You did $46 million this quarter.

So two questions.

What surprised you such that you accelerated the restructuring actions this quarter?

And the follow-on, is it safe to assume that we are done with restructuring for the rest of the year?

I will never say we are done.

We aggressively went to everybody and said, listen, we want to put it behind us and we want to move forward.

We want to have start having reported and GAAP be the same -- I'm sorry, reported and adjusted be the same number for the rest of the year.

And under that context I think we were more aggressive in the quarter based upon the fact that we gave that guidance that we needed to put this behind us, but I think overall we feel really good about how the teams have stepped up.

We feel really good about the productivity actions.

And a lot of this is being driven, as Randy mentioned, by PIMS and Lean standardization and all the right things that we are doing to simplify the businesses to be better to deal with from a customer perspective.

And also to get the standardization in line so that we can be better at acquisitions going forward.

Okay, that's helpful.

I guess something that I'm struggling with a little bit is the impact of the Water Transport business.

And so I think in slide 8 you guys mentioned that the impact in 2013 was about $0.16 from Water Transport and yet you gave us a delta last quarter on Water Transport expecting to be a $0.13 negative headwind to 2014 results, which implies that the Water Transport business was going to add roughly about $0.03 this year.

So I guess help med bridge the gap of that $0.03 versus the $0.20 impact that you guys are talking about in terms of the guidance reduction for this year.

Yes, I think you will see it in the documents that where we were with Water Transport last year was what we described, which is the fact that -- the numbers we gave you were last year's 2013 numbers.

We expected the business to be roughly flat for 2014.

When we came out and saw that the projects pipeline was going to be less and there was going to be less contribution from Water Transport after we gave our original guidance, the goal was to drive the other businesses and hope that we would see back-half upside to make up for that difference.

And what you are seeing now is what the actual forecast for the business looks like this year, which is significantly less than the way we planned it and significantly less than its contribution last year.

The other element that is going through the impact of the EPS is the changing share count from where we were in 2012 at 213.8 million shares to where we expect to be next year, which is sub-190 million.

So if you take that off the contributions, that's where you are seeing the impact.

Okay.

Maybe trying to slice that a slightly different way, it seems like the Water Transport business was in a loss position in the first half of the year, but in the second half of the year was your expectation that you were going to get about $0.20 in benefit in Water Transport in the back half?

Well, it was about in a breakeven position for the first half and we thought it would have a slightly larger uptick in the second half.

However, we're talking apples and oranges here.

Again, the plan was that we would have contribution in the first half and we would have contribution in the second half.

When we didn't get the contribution in the first half, we adjusted our Water Transport outlook.

We tried to overdrive the other businesses to get back on plan and, therefore, we are now telling you we don't think that that is -- that is not going to happen.

Because of the revenue in there.

We were encouraged when we saw some of these projects getting released and that's why we talked about the oil sands.

We saw some of these things getting released; we were getting excited about it and then we see them all pushed to the right.

I don't -- I'm just not going to count on that stuff until they happen.

Okay, all right.

We can also follow-up afterwards.

Thanks for taking my questions.

Scott Graham, Jefferies.

Good morning.

This presentation has been very clear, so thank you.

The two questions that I have are when we talk about the step down on the 2015 target, it looks like you are only carving like a point or so out of the top line yet $0.25 a share out of the bottom.

Can you maybe walk us through that?

It's really a point out of 2014 -- it's 1.5 points out of 2014; it's 1 point out of 2015.

It's the general bad news in missing the growth profile for three years running and the compounding of it.

That's fair, okay.

My only other question was really about the Valves business.

Some of your wording, are you suggesting that your 2015 target is really devoid of the project business because you are kind of, I think as you said, kind of tired of waiting for it?

Is that gravy to the $4.50?

Well, this CapEx pushing to the right affects Valves & Controls.

It affects three out of our four segments, but it really affects Valves & Controls and really affects Technical Solutions.

The big number, the big project that I was referring to really wanting to sort of fill in the upside to what we are saying are the thermal ones.

There are some big Valves & Controls ones, too, that would also be at risk of sliding, but Valves & Controls is thousands of projects and so the law of large numbers helps us a little bit on that.

In Thermal, they have had some really large, large projects that we were all excited about starting on and they are on ice.

I get that.

And I actually did have one last one I wanted to squeeze in just based on the December analyst meeting you guys typically have -- maybe it's November or whenever it's going to be -- where you really formalize your next-year guidance.

Randy, are you suggesting that the $4.50 is sort of approximate; the final range that you give at that meeting could be higher, could be lower?

Or are you saying that your guidance will capture that number?

That would be my best guess right now.

It could be higher, it could be lower.

Frankly, as I said, I can't go out and tell you anymore that I have a path to $5.

I had to decide, we had to decide do we would just take it away or do we give you some indication of what our best thinking is now?

Obviously, we weren't thinking -- it wasn't our best thinking that gave us $5, was it?

And I would say the $4.50 is our best guess right now based on what we know today.

But that's how I would want you to think about it.

Very good, thank you.

Jeffrey Hammond, KeyBanc.

Good morning, guys.

Just to kind of follow on the large project, Randy, more broadly you mentioned kind of multiple degrees of freedom to hit the $5 and maybe now to hit the $4.50.

And I'm assuming you are kind of talking about added buyback, kind of the $1.3 billion and the large projects and tax.

Can you just talk about some of those levers that you can pull to kind of get you to the $4.50 or maybe nudge you above the $4.50 if the macro cooperates?

Let me go back, let me talk about it.

That is exactly how we thought about the -- when we said that we were creating a business that had $5 of earnings power in 2015 when we announced the merger on March 28, 2012, that was the takeaway on my last page.

And when we thought about that $5 we said we believe we can overdrive synergies.

We believe we are looking at a market that should have the -- economies should have rebounded really nicely and that will be really good for Industrial and really good in Energy and we're going to clock some nice organic growth and we will get drop through on that.

And we have buyback.

We added that all up and we were comfortably above $5.

As the buyback, we were grateful that the stock responded to the early performance of the business and so the stock buyback didn't get quite as much impact because the stock price was higher.

We did overdrive synergies.

That was great.

We had big disappointments in Water Transport, which we talked about, but also Energy we really have underrun by 1% to 1.5% in 2013, 2014, and now we think 2015 what we really needed to have that great headroom above $5.

So as we look at $4.50 and we came to that number, it's going to take another 1.5, more than 1.5 points of growth on the organic side to really help drive the top line, to drive above that number.

Is that possible?

I think it's possible, but we need less uncertainty in the world.

We need more commitment to capital.

We need some of these animal spirits of the economy to come to the fore.

Look at the profitability we have; we are building in Valves & Controls and we have in our Technical Solutions business.

We need organic growth.

We will mint money when we get it.

So I am very focused right now and that's one of the reasons why Water Transport, God bless the people in it, put them aside and focus everybody else on driving growth.

Now we have the $700 million that's already approved in stock buyback.

I am committed to that.

And we've got this other $1.3 billion.

But how we use that $1.3 billion is to create shareholder value.

It could be stock buyback; it could be acquisitions and we are going to look at all of it.

So that is how we think about it.

It's the way we have thought about it when we put the businesses together.

And I think our prospects as a company are every bit as good as they were and we are going to exploit the ones we can capture.

Okay, perfect.

That's very helpful.

Just a couple clarifications; process margins in 3Q look a little bit light.

What's going on there?

And how do we think about tax ex-Water on kind of --?

Process margins real quickly is we do have some systems that we are beginning to ship and, especially in our Filtration & Process, as we ship those systems we generally get a little less margin.

We do them for the aftermarket revenue of the membrane annuity stream, so every once in a while we're going to have some lumpiness with the project margins in that business.

Everything else is as is.

And on the tax rate side, we continue to do all the right actions to benefit from the global structure that Randy mentioned, the OMT.

We also have a similar project that we are leading in Technical Solutions.

I think he asked the Water Transport ex, does it affect tax --.

We are not expecting that to dramatically impact our tax rate, Jeff.

Okay.

Thanks, guys.

Christopher Glynn, Oppenheimer.

Thanks, good morning.

A little more on the Process margins.

Fourth quarter implies snapping back pretty quickly, so it sounds like the mix impact is pretty localized in the third quarter.

Yes, keep in mind our Aquatic Systems business is generally a stronger margin business right now than Filtration & Process.

They have a strong Q2, a lighter Q3, and then they usually have a stronger Q4, so the contribution from Aquatic Systems within the Process Technologies side versus the contribution from Filtration & Process also has an impact on the overall segment margin.

Okay, great.

Thanks.

In terms of realizing value for Water Transport, you are exiting it at a pretty high bottom.

Could you just comment on the timing a little bit?

That was the earlier comment about it's hard to sell an empty bag, an empty shopping bag.

It's also not worth carrying around forever.

We showed you the valuation of the deal economics as we see it today in one of the charts the John showed and that basically is assuming modest value for that.

So those multiples of how everybody, all the shareholders involved here, did very, very well with this acquisition; assumes we get a realistic number for Water Transport.

Let me leave it at that.

Okay.

We hear a fair amount of company say the oil sands is picking up.

You said sliding to the right, but also said you are seeing some pickup in the orders there.

So how would you characterize --?

It's the releases against the orders that we need, because we don't -- until we ship something, we can't bill it and we can't make it until they release the order.

And that is what really has me shaken, because I have seen it slip three times and it's baseball season.

Great, thank you.

(Operator Instructions) Hamzah Mazari, Credit Suisse.

Good morning, thank you.

You folks talked a lot about projects getting pushed to the right.

Maybe give us a sense of within the Energy as well as Industrial vertical, how much of your business would you say is tied to growth or discretionary CapEx versus maintenance?

Any color around that would be helpful, thank you.

Yes, I think we give you a rough percentage.

Our installed base is obviously substantially higher than what our greenfield projects would be, so with any given quarter we are looking at about 50% to 60% of our revenue comes from serving what we would say is the general installed base.

It's not like we are a project-dependent business.

We are more CapEx-dependent and this CapEx in these Energy spaces usually continues to flow.

Right now we are in about two or three years straight of that amount of capital being reduced or being timed, as Randy said.

Our belief is that there is not a great fear of inflation so there's no sense of urgency to put the projects in motion.

Point of fact, bids and rebids they keep getting lower prices, so that's why keep bidding and rebidding.

What we are really referring to is we are not counting or hoping, because hope is not a great plan, on any large, unique bluebird projects that may or may not be coming into the forecast.

Great.

And just a follow-up.

Any color you can give around North American Residential markets?

Are you seeing any pause there or continued momentum in your business?

Thanks.

I would say we have got the three businesses that serve the Aquatics business, we have residential pump and we have the residential filtration business.

And in the pro channel of residential flow, we've got modest growth but nice growth.

It's masked the exit of the retail side that we have talked about.

Residential filtration is growing, again single digits.

Not exciting, but decent; not quite mid-singles, but --.

And then Aquatics continues to do well with the share gain and the energy savings and the leading product lines and the best salesforce, so that is pretty high.

And that has continued.

I see it as pretty steady.

The thing that really drives certainly the residential filtration and the Aquatics business is people putting money into homes.

It isn't just housing starts.

It's actually investments if you own the housing stock.

And so we -- it's been pretty stable for three or four quarters of growth and even for a couple of the businesses longer than that.

We have actually seen in a couple of markets where we think the markets could be stronger if there were -- if contractors could actually higher skilled labor.

There is a skilled labor shortage in some of the crafts in some areas of the country.

It has affected our pool business and I think it's affected some remodeling business as well.

On the pump side, it is really good for all of our pump players when the well pumps, so homes being built -- when communities are being opened up and when larger homes built outside, they have the most pump content.

Most of the housing that is being done is multifamily, so it has a more muted benefit to the Residential business when you have multifamily housing tighter to the city.

That is probably too long answer, sorry.

That's helpful, thank you.

Brian Konigsberg, Vertical Research.

Yes, good morning.

Coming to just a walk on the free cash flow and the buyback and everything else, you did keep your free cash flow estimate despite the fact that you are taking operating profit down between now and 2015 I think about maybe $100 million, a little bit less on the net income line.

But maybe just talk about what the bridge is.

Are you getting better working capital performance versus your original plan?

It would be helpful to get some detail there.

I think the original forecast did not include any real contribution of working capital.

And, yes, we are performing better in working capital and, yes, we continue to feel confident about achieving greater than 110% of net income, so I think it was really more of a conservative first look at the cash flow.

Generally, our forecast right now is what we see and, therefore, what we shared with you.

And that's mostly on the Valves & Controls side of the business or is it coming elsewhere?

Valves & Controls would be the primary contributor.

We have -- in our Process Technologies business we have a lot of opportunity.

We really have opportunity on working capital in all of our businesses.

John Stauch.

But Valves & Controls is a big one.

Got you.

Just secondly just on Valves & Controls and the outlook, we actually have been hearing -- I guess it's been mixed, but generally positive data points on orders for pumps related to oil and gas and other projects.

And typically you do see the valves follow that by a couple quarters.

So most of the pump guys have been, I guess, giving a little bit more confidence that things are starting to happen.

I guess why are you being so conservative in that case if you do see the leading indicators actually starting to improve, outside of Canada?

I think as Randy mentioned, we are optimistic that we can see a couple more quarters of sustained order growth.

Q2 reflected a pretty solid order quarter and we are hopeful Q3 and Q4.

But we are now in the point of the cycle where if we book the orders and the valve is processed we are looking at 2015 shipments.

So what we are reflecting right now in a 2014 forecast is our shippable backlog, plus what we believe we can get through the book and ship and get out by the end of the year.

We are hopeful that -- we looked at that same data that you did and that is the right leading indicator and we are hopeful that we see those orders start to come in the valve space.

That would set up a nice 2015.

Can you just touch on the pricing of some of the emerging projects that are coming to market?

Is it more competitive or is it holding fairly stable?

I don't think there's anything -- there's nothing surprising or any kind of large moves that I would see in pricing.

I mentioned earlier about a lot of rebids that are happening in the Energy business.

That's really for the whole project.

It didn't really affect our scope of the projects, but some of these huge, huge $10 billion projects they want to cut $1 billion out.

That comes from redesigning the plant and doing things differently, so that is what I was referring to there.

Okay, got it.

Thank you very much.

There are no further questions at this time.

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