Jason D. Feldman - Crane Co. Max H. Mitchell - Crane Co. Richard A. Maue - Crane Co..

Chase Jacobson - William Blair & Co. LLC Shannon O'Callaghan - UBS Securities LLC Brett Logan Linzey - Vertical Research Partners LLC Nathan Jones - Stifel, Nicolaus & Co., Inc. Kenneth George Herbert - Canaccord Genuity, Inc. Matt Summerville - Alembic Global Advisors LLC Filippo Falorni - Susquehanna Financial Group LLLP James V.

Foung - Gabelli & Company Ryan Curtis Cassil - Seaport Global Securities LLC.

Good day, everyone, and welcome to Crane's Third Quarter 2016 Earnings Conference Call. Today's call is being recorded. At this time, I'd like to turn the call over to Director of Investor Relations, Mr. Jason Feldman. Please go ahead, sir..

Thanks you, operator, and good morning, everyone. Welcome to our third quarter 2016 earnings release conference call. I'm Jason Feldman, Director of Investor Relations. On our call this morning, we have Max Mitchell, our President and Chief Executive Officer; and Rich Maue, our Chief Financial Officer.

We'll start off our call with a few prepared remarks, after which we will respond to questions. Just a reminder that the comments we make on this call may include some forward-looking statements.

We refer you to the cautionary language at the bottom of our earnings release and also in our Annual Report, 10-K, and subsequent filings pertaining to forward-looking statements.

Also during the call, we'll be using some non-GAAP numbers, which are reconciled to the comparable GAAP numbers in tables at the end of our press release and the accompanying slide presentation, both of which are available on our website at www.craneco.com in the Investor Relations section.

Also, a quick update on scheduling for early next year, we expect to report fourth quarter earnings the evening of Monday, January 30, followed by our conference call on January 31. Our Annual Investor Day event in New York City will be held on Thursday, March 2. Now, let me turn the call over to Max..

Thank you, Jason. As outlined in our press release last night, I'm pleased to report that Crane's third quarter EPS was a solid $1.07, up 4% compared to adjusted earnings in the third quarter of last year. Sales of $694 million increased 4%, with 5.5% core growth, partially offset by a 2% unfavorable foreign exchange impact.

Operating margins, excluding special items, improved 50 basis points from last year to 15%, primarily as a result of solid execution, productivity, restructuring, and integration savings, despite unfavorable mix. The quarter was modestly better than expected operationally, across our businesses with market conditions mostly as anticipated.

The fourth quarter will soften based on normal seasonality at Engineered Materials and Merchandising Systems and less favorable mix at Fluid Handling.

As we told you last quarter, we expect the third quarter to look similar to the second quarter after adjusting for the tax rate followed by a fourth quarter that should look operationally similar to the first quarter. We're tracking slightly ahead of expectations, but that general guidance still holds.

Balancing these factors, we are narrowing and raising the midpoints of our guidance range, and we now expect EPS, excluding special items, of $4.12 to $4.20, compared to our prior range of $4 to $4.20.

This updated view reflects earnings up slightly, compared to last year's $4.13, with free cash flow up modestly to up approximately 18% compared to 2015. Turning to our businesses. For Fluid Handling end markets there really isn't much new to report. Market conditions and order rates remain relatively stable at the press levels.

Project push outs across our vertical markets and geographies continue, similar to recent quarters and the pricing environment is similar to last quarter. Overall, while soft conditions persist, we continue to execute well with another strong quarter of margins.

In the fourth quarter, we do expect margins to moderate somewhat driven by less favorable mix. However, we expect volumes at similar levels to the third quarter. We continue to believe that end markets are at/or near trough levels. The question is recovery.

The markets certainly looks set for a lower for longer type of scenario and we are not anticipating a recovery in 2017. We believe that we've taken the appropriate measures for this type of environment and our cost base is properly positioned.

As we look ahead to 2017, we do expect to enter the year with a lower backlog than at the beginning of 2016, given our solid execution on shipments and the timing of orders. However, even in this environment, we continue to invest for growth.

Coming out of our strategy review process over the summer, we reviewed a more comprehensive set of growth initiatives than I've ever seen from this business. The team is not waiting for help from the markets. Rather, we are creating our own growth opportunities. Our newly introduced line of triple offset valves is exceeding our expectations.

We've been successful getting our products added to our customers' Approved Manufacturer Lists and we're receiving orders in a product category where we have not historically competed at this breadth. Other new products, including soft seated ball valves and a new line of gate, globe and check valves have also been gaining traction.

Beyond product commercialization, we continue to refine and improve our channel management. We have a rigorous process to ensure that we have the best set of distributors and integrators for each region and end market. And we continue to make improvements and changes in our set of key partners.

We have also made substantial progress improving our customer-facing processes, adding custom configuration software in a number of locations to improve "lead times" and our responsiveness to customer requests. We also continue to expand our scope of products available for the nuclear build out in China.

While that markets is progressed slower than originally expected, we are seeing further development and we continue to pursue opportunities to expand our content per reactor, we are also working to make sure we are positioned.

As activity starts to pick-up in India, a market that still has uncertainty, but also some early signs of promise and momentum. We expect these initiatives along with dozens of others that the team is working on will deliver Fluid Handling growth above market rates.

At Payment & Merchandising Technologies, we had another strong quarter with 12% core growth. Operating margins increased 250 basis points compared to adjusted margins last year. We continue to invest in this business and our research and engineering focus spending is as high as it is in our Aerospace business.

The combination of our technology advantage with our customers continued focus on productivity solutions is creating a number of interesting opportunities for us that we are pursuing in both the emerging and developed markets.

While parts of this business are project-based and we can see a fair amount of volatility in demand from quarter-to-quarter, we are very pleased with current end market trends, as well as our own execution of productivity and growth initiatives.

At this point, we believe the momentum we have seen over the last few quarters will last well into next year and beyond. That momentum is coming from a number of different areas. In the Payment space, secular trends are driving a continued need for productivity solutions.

In the emerging markets this is a combination of rising wage rates, substantial infrastructure spending and a growing middle class that still has limited access to the banking system. In the developed world, the reality of a higher minimum wage is creating a renewed focus on productivity for retail and banking applications.

We are also seeing further penetration of unattended solutions in retail and an upgrade cycle as customers move to our higher end recycling products. There is one particularly large payment opportunity we are pursuing that we hope to discuss in more detail early next year.

We're also seeing very good growth in merchandising, probably better than we have seen since the 1990s. This growth is really a validation of our vision for the industry that we've been working to develop for many years – fully connected, digitally enabled machines.

Crane Payment & Merchandising is the clear leader in this space with more connected machines than any of our competitors, a thorough understanding of our customers' needs and the only player in the space with a mature, reliable, trusted and creditworthy organization behind it, something that is increasingly important to the customers in this industry.

We are also the only provider with a complete end-to-end solution. At Aerospace & Electronics, we had a strong organic growth of 15%, driven largely by Space Fence program shipments. Margins declined 180 basis points compared to adjusted margins last year, with negative mix more than offsetting productivity and the higher volumes.

We are on track to complete the Space Fence program by the end of this year. While that is consistent with our original expectations to deliver a project of this size on time and on budget is a testament to the Microwave and Power teams leadership, execution and effective deployment of the Crane Business System. This is an exciting program for us.

However, the sizable revenue contribution from Space Fence will not repeat next year. We are confident we can replace the operating profit that will not recur next year, but fully replacing the revenue in the intermediate term will be extremely challenging. That said, we are pursuing two more very large Microwave programs.

These programs wouldn't begin in 2017, but we believe the Space Fence solution will create opportunities for us, as the program clearly demonstrates the packaging, weight, size and durability benefits of our proprietary Multi-Mix technology compared to alternative Microwave Solutions.

We also incurred the incremental engineering expense in the quarter above and beyond what we planned for related to the pursuit of a large commercial aviation opportunity. Chasing this opportunity is a bold bet for us, but consistent with our intent to aggressively pursue a wide range of organic growth opportunities.

Although content on most major new programs has been awarded, we continue to see opportunities to provide value-added upgrades to the existing fleet, and in a number of cases, the potential for technology insertion on in-production aircraft models.

We also continue to invest in basic technology across this business from advances in brake control algorithms that utilize new sources of runway condition data to a new higher performance pumps, to working with a key customer on digital connectedness strategy across additional parts of the plane.

Some of these efforts have longer timeframes than others, but we expect attractive returns on all of these investments. Overall, it was a strong quarter across our portfolio. Based on what we know today, and barring any new economic surprises, we are confident in our revised guidance.

We will provide more details about our 2017 outlook in January on our next earnings call.

We do face some elements of higher drag on the business next year, reversion to a normal tax rate, a lower backlog for Fluid Handling as we enter the year, challenging sales comparisons at Aerospace & Electronics from Space Fence and an uncertain outlook for resin prices and RV demand in Engineered Materials.

We are also cognizant of continued general economic uncertainty on a global basis, including Brexit risks, continued volatility in commodity and foreign exchange markets and the upcoming election in the United States.

I will be visiting each of our businesses during the month of November for our annual operating plan review process to fine tune our expectations. However, from what we are seeing so far, I am confident that despite these issues and uncertainties, we will deliver earnings growth in 2017.

A last comment on the M&A environment, before I turn the call over to Rich. The M&A environment remains challenging given valuation expectations at recent transactions in some of our end markets at elevated prices. However, we continue to pursue opportunities in our three core growth platforms Payment, Commercial Aerospace and Fluid Handling.

In any given period, the most attractive opportunities may be in any one of those platforms, our pipeline remains full, our process will remain rigorous and disciplined, but overall I'm more optimistic about our medium-term M&A prospects than I've seen over the last couple of years.

We do see a number of small to midsize transactions as increasingly likely over the next 12 to 18 months. Rich, let me turn over to you for some additional financial commentary..

Thank you, Max. I'll turn now to segment comments, which compare the third quarter of 2016 to 2015, excluding special items as outlined in our press release, slide presentation and the accompanying non-GAAP tables.

In the third quarter, Fluid Handling sales of $245 million declined approximately 7%, reflecting a core sales decline of 5% and a 3% impact from unfavorable foreign exchange. This was in line with our expectations and consistent with our guidance. Fluid Handling operating profit declined 1% to $31 million.

Operating margins were 12.5%, up 70 basis points compared to last year, reflecting strong operational execution and restructuring savings, along with modestly favorable mix, partially offset by competitive pricing and the lower volumes. We expect margins in the fourth quarter somewhat lower as the mix turns less positive.

Fluid Handling backlog was $242 million at the end of September compared to $267 million at the end of 2015 and $279 million at the end of September 2015. After adjusting for foreign exchange, the backlog declined 11% compared to the prior year and declined 2% sequentially and orders declined 3% sequentially following a 4% improvement last quarter.

Moving now to Payment & Merchandising Technologies, sales of $187 million increased 9% compared to the prior year. Core sales improved 12% with a 3% impact from unfavorable foreign exchange. We saw core growth across both our Payment & Merchandising businesses.

And reaffirming again, we will realize $33 million of MEI-related synergy savings by the end of this year. Segment operating profit of $35 million increased 27% from last year, with operating margins up 250 basis points to 18.6%.

The margin improvement was driven by higher volumes, along with MEI integration synergies and productivity benefits at both the Payment & Merchandising businesses. Aerospace & Electronics sales increased 15% to $198 million.

Segment operating margins declined to 19.6%, down 180 basis points from last year, but generally consistent with what we expected. The margin change primarily reflects negative mix associated with the Space Fence program, along with higher engineering expense supporting pursuit of new content.

Total aftermarket sales declined 1% following very strong growth last quarter. The change from last quarter was largely related to timing. OE sales increased 22% as commercial OE up in the low to mid single-digit range and the rest of the growth driven by military OE, largely related to the Space Fence program.

The OE-to-aftermarket mix was 77% to 23% compared to 75% to 25% last quarter and 73% to 27% in the third quarter of last year. Aerospace & Electronics backlog was $377 million at the end of September, compared to $436 million at the end of 2015 and $460 million at the end of September 2015.

The lower backlog year-over-year reflects deliveries on the Space Fence program, along with normal timing of orders from large customers. Engineered Materials sales increased 2% to $64 million. Operating margins declined 220 basis points to 17.7%, as competitive pricing actions and unfavorable mix offset the benefit of higher volumes and productivity.

Turning now to more detail on our total company results and guidance. Our third quarter tax rate was 33% compared to 31.6% in the third quarter of 2015. We expect a slightly higher tax rate in the fourth quarter.

In the quarter, free cash flow was $105 million, up from $62 million in the same quarter last year and we ended the quarter with $169 million lower net debt than at the end of September 2015. As Max mentioned, we're narrowing and raising our 2016 EPS guidance of $4.12 to $4.20 excluding special items, compared to prior guidance of $4 to $4.20.

Our guidance continues to assume total 2016 sales of approximately $2.7 billion. This sales outlook includes an approximate 2% negative impact from foreign exchange, with core growth now expected to be flat to up 2% compared to our prior range of down 1.5% to up 1.5%.

We are also raising our free cash flow guidance by $5 million to a range of $200 million to $225 million. Operator, we are now ready to take questions..

Thank you. Our first question comes from Chase Jacobson of William Blair..

Hi, good morning. Hi, nice quarter..

Thank you..

So I guess, Max, the first question on Fluid Handling, I appreciate your market commentary and I think it's a realistic expectation for the lower for longer scenario. But I guess as we look at your business, though orders have been relatively stable now for four quarters and you're making good progress with some of the internal growth initiatives.

So I'm mean when you talk about not anticipating a recovery in 2017, are you talking about the market or are you talking about your business specifically? Because it seems like, just given the fact that you've had core sales down now, 2016 will be the third year that maybe you could squeak out a little bit of growth in 2017..

Let me frame up a little bit Jason, Rich can chime in as well. Our core process valves business with the year-over-year order rates that we see, which are pretty much – as we see them pretty much flat-lined.

We're chipping away at the backlog with some excellent execution clearing some past years as well, just lead times coming down, getting well positioned for the future. We're going to take an assumption that 2017 is going to stay at that level.

So from a revenue standpoint, we might see within the core process valve business, a slight year-over-year declines in revenue. I think clearly it will be an improvement on a year-over-year basis from a revenue standpoint without a doubt for full Fluid Handling.

Now the rest of Fluid Handling with the work we have to do in November will really fine tune our expectations on what will overall Fluid Handling growth be.

So a little early to tell, but we wanted to just communicate this understanding within the core process valve business, even though we are at trough, if you extend that through the whole year and believe that there's no recovery whatsoever through all of 2017, which is what how we're going to be thinking about and planning for.

We would see some slight revenue decline year-over-year for that piece of the business. Still work to do to understand what the net number is for Fluid Handling. Rich, you have anything to....

No, I think Chase that covers it fairly well.

I think maybe we were setting a little of the obvious with respect to the fact that we had a higher backlog coming into the year, we're going to exit with a lower backlog, you again coupled that with the consistent order rates that we're going to see – that we have seen over the past several quarters extending into 2017, that I think aligns well with Max's comments.

And again trying to outgrow the market best we can with the initiatives that Max outlined..

Okay. That's very helpful. And then I guess both in Payment and in Aerospace, you kind of mentioned some big opportunities.

Can you provide any more color on that? And I guess specifically in aerospace you called it a bold bet, what makes this different than other bets that you've made in the past and if you can just give any color on that?.

We are chasing a lot of opportunities. We continue to chase a lot of opportunities.

There is a couple that we highlighted that we feel pretty good about that we're – we want to share more as we move to January and February, but there is not a whole lot I want to add on this Chase other than just the emphasis that we've got a lot of activity, lot of focus on core organic growth and a couple of significant programs that we hope to share a little more detail in January and our February Investor Day..

Okay.

So in Payment though, it is organic?.

Yes. Exactly. What we called out was all organic, these large opportunities..

All right. I will hop back into the queue. Thanks..

Thank you..

Our next question comes from the line of Shannon O'Callaghan of UBS..

Good morning, guys..

Good morning, Shannon..

Hi, Shannon..

Hey, just in terms of the Fluid Handling, the order trends, I mean I understand it sort of seems like it's stabilized, but it has been sort of bouncing up and down a little bit right, orders up, now back down a little bit.

I mean is there any concern that there – it may be taken a little bit more step towards the negative from last quarter or do you really feel like this has reached sort of a very visibly stable level?.

Well, what we see – some of that bouncing is also some of the impacts of like Valve Services that has two cyclical seasons of service recovery in nuclear. As I continue to talk about the process valve business, we're flat-lined and you see still a tight band of orders on a month-to-month and quarter-to-quarter basis. So we're not really that worried.

We've looked at trends. We don't see it significantly worsening. We don't see signs of significant improvement..

Okay.

And then in terms of some of the new products you talked about launching in that business, what is it like launching those products in this kind of a market? I mean is it easier or harder to gain share when the end demand outlook is still pretty difficult as you are bringing these to market?.

Well, we differentiate with the technology. So in this case, particularly the TOV valve has improved ceiling capability for fugitive emissions, as well as torque values that we think are pretty important and resonating with our customer base. So it starts with the technology, the spec and where we're positioned.

We're getting on there in metals and we're seeing some orders. So we're pleased with it. Certainly, I would love to see additional help from the market as well, but we're well positioned..

I would just add to that when developing new products, it's about that differentiation, but it's also about developing a product that has a compelling cost proposition for us internally as well..

And is there a reason that there's sort of more of a flurry of new product activity out of you now? Is this a result of a couple years of activity, or is it reason that you think now's the time to strike? Maybe just a little more color on why there is more new product activity now I mean?.

I would just call it a continued maturation.

If we go back – I've been with Crane now for 12 years, and I was going back even previous leadership and the transformation of Crane into an integrated operating company, driving the Crane Business System, a level of maturity where we've moved over the years to continued execution, better execution on new product development.

We continue to raise the bar on ourselves. We continue to execute. And I think it's just a general combination and maturation as I see it..

Okay. Great. Thanks, guys..

Thanks, Shannon..

Our next question comes from the line of Brett Linzey, Vertical Research Partners..

Hi, Brett..

Hi, good morning, everyone..

Hi..

Good. Just want to come back on Fluid, you did note some elements of mix aiding margins in the quarter, I understand that it does moderate.

I guess, could you just put a finer point on the dynamic, was it aftermarket, was it specific customer projects? And then any color as we look you into Q4 and really into 2017 on the different complexion of expectations between OE and aftermarket?.

Yeah. So as we as we think about – I think the comments that we made were relative to mix in the fourth quarter, and some of our businesses in that segment, we tend to see some unfavorable mix.

For example, in our Building Services & Utilities business in the UK, it tends to be a business that we're challenged a little bit from a mix perspective as volumes change.

And the other element I would point to is just some of the components that are included within our process valve business and the types of orders that are in backlog and executing and so on and so forth.

So it's just – and I don't want to overplay the amount of detrimental margin that we should expect to see in the fourth quarter, it's marginal, it's nothing overly significant, but we wanted to make sure that we were transparent that margins would come back just a bit here in the fourth quarter..

Okay. Great.

And then on Payments & Merchandising, as you went in the quarter and you did your bottoms up planning by customer product application, did you see some projects get pulled into the quarter? And then maybe there's some giveback in Q4, anything on that complexion? And then you also made the comment about Q2, Q3 levels as a good way to think about the go-forward.

Are you suggesting we extrapolate double-digit growth into next year based on visibility and the pipeline there?.

Yeah. So we're excited about the segment overall. In terms of the third quarter versus the fourth quarter, there's nothing unusual that happened with respect to having something at the sacrifice of Q4 happening here in Q3..

No pull-ins, no pull-ins, Brett..

Yeah. Nothing of that nature whatsoever. The business tends to be a little bit lumpy in the Payment space. And so we just benefited from a good overall solid quarter from an execution standpoint.

You know much of the growth that came within the segment was also from our Merchandising business, where we continue to execute on our strategy, as Max outlined in his prepared remarks, around the connected machine and we're seeing traction with the with our bottler customers in that regard that's also a bit of a tailwind to us from a margin point of view..

And just in terms of the mix by customer, by region across the globe, as we do see more opportunities in recycling in the emerging market sector, is there a profitability shift that we should be thinking about between some of the activity we've seen over the recent years and as that takes place?.

Yeah. I mean, to the extent that we have increasing higher-end bill validation technology going to certain customer-end applications, we should expect for example, in that particular case, to see margin accretion. So, overall the margins across most of our product portfolio in the Payment space, in particular, is pretty strong.

So the opportunities that we're looking at right now we're very encouraged with, the momentum that Max pointed out Q2 to Q3, and as we think about 2017 remains encouraging. And as that comes to fruition, we would expect the margin profile to be consistent to where we are today..

Okay. Great. Thanks, guys..

Thanks, Brett..

Thank you..

Our next question comes from the line of Nathan Jones of Stifel..

Good morning, everyone..

Good morning, Nathan..

Good morning, Nathan..

I wonder if you guys could talk a little bit about the Fluid Handling businesses outside of process valves, you've talked about process valves being – orders being stable at the bottom, you threw a little bit of backlog that should go on through the year.

Can you talk about the rest of the businesses in that segment from the same kind of angle?.

Sure. So, Nathan, so when you look at the core growth or the core decline in the quarter at minus 5% or roughly thereabouts, when you look at it cascading across those different elements of Fluid Handling, our process valve portion of the business was actually a little bit of a lower core decline relative to that 4.5%, 5%.

And part of what happens here, as you might be familiar with, in the third quarter, we tend to have some seasonality associated with our Valve Services business, so we saw a notable decline there but expected, and we should expect to see that have a little bit of a bounce back in the fourth quarter.

Across the others, very, very solid strength that we saw in our Building Services & Utilities business, out in the UK serving the UK non-residential construction market and the Middle Eastern market. So pleased with what we saw there. And then again that's why we might see some of that retract a bit here in the fourth quarter.

I would say across the other elements of the business, our pumps business, we feel pretty good about municipal and what those end markets are affording us hopefully in the future in terms of traction in growth opportunities.

Crane supply, similarly up in Canada, non-residential construction still a very big challenge in those end markets, as I think you know. I think we're doing the best to hold our own in those end markets and our team executes really well on a pretty consistent basis.

So overall outside of the process valve end market, I would say things progressing as expected, a little bit of upside, I would say here in the quarter on our Building Services business, but really it's on the fringes, but positive organic growth and maybe expecting to see that come back just a little bit in the fourth quarter..

Okay. And then in Payment & Merchandising, obviously you've had a very good year there from an end market demand perspective.

Can you give us a little bit more color in terms of the verticals that you play in, where you're seeing strength, where you're maybe seeing weakness from what the outlooks are by vertical as you go forward?.

Sure. I think where we've seen continued strength and opportunity, if I think about go-forward, it continues to resonate quite a bit in terms of the value proposition on customers increasing efficiency and productivity requirements, particularly in the retail space. I think that's been an important vertical for us.

It's where the value proposition in particular resonates. And then when you think of also going forward, the transportation end markets is one that we're excited about. Hey, we're excited about all of them first of all.

But if I was point to a couple retail, transportation with infrastructure build out in China and India, we continue to win on new metro investments across those two countries or areas of the world and we're excited about what those countries will continue to bring in terms of opportunities for Crane. Financial services as well.

It's been also an area that I think has been an opportunity for us as we think about 2017 and 2018 with bank automation in – both in the developed and emerging parts of the world so. But if I was to point to a couple to maybe get at the heart of your question, retail, transportation are in particular ones that we're particularly excited about..

Vending as well. And as we look forward, I think I agree with Richard's across the board. And as we think about some new product launches that we have coming, we expect some things in gaming and financial services moving into 2017.

The only vertical that we – as we think of is specific to a little bit of a challenge, be in Japan with some year-over-year trends there, but strength across all verticals, particular strength retail, transport, vending with positive outlook here in gaming and financial services as we move forward..

Okay.

So the message is it's pretty broad strength?.

Correct..

And then I'm just going to try and ask one, to follow-up to Chase's question on your bold bet in Aerospace, understanding that you don't want to give away what it is.

Do you have a timeframe on when we should expect to hear the results of that bet?.

You'll know by the next quarter..

Okay. That's helpful. Thank you..

Thanks, Nathan..

Our next question comes from the line of Ken Herbert of Canaccord..

Hi. Good morning..

Good morning Ken..

Hey, Max and Richard just wanted to dig a little deeper into the Payment & Merchandising. I mean phenomenal quarter or phenomenal year I should say, but quarter as well for a margin standpoint.

Is there much incremental synergy upside you expect to see as you head into 2017?.

I mean I would say we're getting away from there being MEI acquisition synergies, we completed that acquisition at the end of 2013 and at this point these – our organizations have come together really, really nicely. And I think the incremental opportunities that we see are going to be more on the general productivity front.

There might be a couple of million bucks of opportunity still yet to read through from a synergy perspective, but it's really starting to blur against just general productivity initiatives across the business.

And you know we still see opportunities across all of our businesses and that's going to be one that we do pursue like all the rest across Crane..

Okay. No, that makes sense. So, then as I think about this business and I think about the incremental margins into 2017 specifically within this segment, any reason, I mean, obviously, you've still got across the business some significant opportunities I'd imagine.

But how should I think about incremental margins in particular? And is there any potential mix headwind from a margin standpoint into 2017 as you look at just sort of where you're seeing the opportunity within Payment relative to Merchandising?.

Yeah, I think from an overall leverage perspective, our incremental sales clearly with the $33 million now largely behind us – or were effectively behind us, those incrementals are going to get – they're going to decline. But when you look at the margin profile, the products that we sell on this space, they are higher than the average for Crane.

So as we talk about our 25% leverage on incremental sales, it'll be slightly north of that, probably close to 30% in that space..

Okay. Okay. That's helpful. And then finally on the Aerospace side, within the aftermarket were both commercial and military down? You specifically highlighted the difficult comps on the B-52 program.

But were you seeing growth on the commercial aftermarket or was that down as well in the quarter?.

Commercial was also down just slightly in the quarter year-over-year. So we continue to see a little bit of lower replenishment in the quarter.

It's all on the margin frankly when you look at it, and we were up considerably from Q1 to Q2 on for example, commercial spares, it retraced a little bit here in the third quarter and we would expect to see a little bit of momentum as we move into Q4..

And just finally on that....

Yeah..

Go ahead, I'm sorry..

No, I was going to say, in terms of the split between the two, military aftermarket improved a bit in the quarter relative just from a spares perspective, but that was offset by some lower modernization and upgrade.

So there is always a lot of moving pieces I guess at the point, but pretty consistent with what we expected, and we would expect to see a little bit more in the way of aftermarket in Q4, but not a lot..

Okay. No that's helpful.

But then just finally on that point, have you noticed any change in your discussions with airlines or distributors on the aftermarket within the commercial side in particular as we've seen a little bit of uptick in fuel prices and maybe airlines clearly looking to be a little bit more disciplined to drive a little bit more improvement on yields? Has that flowed through or has that been a headwind or do you expect to be that an incremental headwind on the commercial aftermarket?.

I don't see we see there is an incremental headwind. I think it's more of the same frankly, no real big change in dynamic over the last I would six months..

Okay. Great, thank you very much, really nice quarter..

Ken, thank you..

Our next question comes from the line of Matt Summerville of Alembic Global Advisors..

Hi, Matt..

Hey, thanks. Hey, Max, good morning. Couple of questions, just in Fluid Handling, talks been for a couple quarters now of stuff being pushed out, not a surprise necessarily.

But have you seen some of the stuff that have been pushed earlier in the year? Has that actually revenued at this point? Or are those sort of deferred into perpetuity and have you seen any cancelations?.

Yeah. Yeah. No, so when we say projects push, we just mean that when you expect to get the order, it tends to push another few months or quarter. So it translates into revenue. We're not seeing major cancelations. We haven't seen significant changes there.

So when we just continue to say, things continue to push, it just is careful CapEx spending projects you think you're going to get the PO released, they come, but they come a quarter later or six months later than you had originally anticipated. We're seeing the same types of trends, no better, no worse..

Got it.

And then with respect to the aftermarket or MRO side of the Fluid Handling business, are you seeing price pressure there to any extent? And then I guess maybe on the OE side, if you will, could you quantify kind of the magnitude of price pressure you're seeing in the marketplace?.

Well, on MRO, we're not seeing price pressure. It's been fairly consistent. I think on the project side, it's consistent with what we've described in the past..

Yeah. We had initially Matt talked about of course at the beginning of the year price pressure on the OE side relative to what we started to see in the second half of 2015, roughly about a $5 million – I think it was about $5 million headwind from a price perspective and in our views they haven't changed..

Got it.

And then just one last one just on the vending business, I mean at this point how much of the install base has been refreshed has become – as you term it sort of connected, if you will? And just remind us what the demographics look like for the install base here?.

Boy, I don't have all those numbers right in front of me..

Yeah. We don't – $4 million is in terms of the installed base. Yeah. We'd have to come back to you, Matt, to have those specifics handy. I mean, a lot of the traction that we're seeing is not just some of the opportunities retrofitting installed base, but on successful execution with bottlers on new machines.

So it's a couple of different things that are playing into the growth that we're seeing here. And I don't want to mislead you and suggest that the install base is where we're getting all the incremental revenue; that's not the case..

Yeah. Sure. I guess maybe my question was more along the lines, at this point either upgrade or replace.

Are you still early innings in terms of the installed base being recapitalized one way or the other?.

Yes, definitely..

Too early....

...definitely very early..

Got it. That was more of the genesis of my question. Thank you..

You're welcome..

Thanks, Matt..

Our next question comes from Robert Barry of Susquehanna..

Hi, Rob..

Hi, good morning, guys. This is Filippo, I'm on the call for Rob..

Filippo, how are you?.

Hello..

Good morning. First question, I just want to go back to the guidance update on core sales, up about 100 basis point at the midpoint. I was wondering if you can comment how it will be things are tracking versus your previous expectation, looks like Payment has had, but just comment through the segments..

Yeah. I think the simple way of thinking of this is, just looking at our year-to-date performance through the first nine months of the year and where we are now with a quarter to go, a little less uncertainty with respect to the end markets in Fluid Handling.

So it's really a calibration and the tightening and our understanding of what can happen actually in the next several months or next three months. And we like what we see in particular in the Payment space. So, it's really year-to-date performance, less uncertainty in Fluid Handling and the expectations that we have in Payment..

Okay. That's fair enough. Just on narrow, do you expect growth in 4Q? I mean, there's a tough comp in the aftermarket.

What are your thoughts there on also the impact of Space Fence?.

So, yeah, we typically don't give guidance on a quarterly basis, but I would say that, you know, we do expect to complete the Space Fence program in the fourth quarter. It's going to be at a much lower level of sales than what we've seen here in Q3, but overall we would expect to see some growth year-over-year..

Okay. And just high level, as we think of 2017 in Aero, I mean, you're going to have the tough comp on Space Fence revenue. And so, if we think of high-level revenue margins, should we expect some kind of like flattish to down sales, but margins will benefit from the mix from Space Fence.

So how should we think high level of margins and revenue in 2017?.

Yeah, I think, as we stated in the prepared remarks, very difficult or tough comparisons from a revenue perspective next year given the roll-off of the Space Fence program, notwithstanding the fact that we're chasing some large opportunities, we don't see those impacting in a material way in 2017.

So we'll have a headwind from a revenue perspective next year. But from a comp perspective on margins and OP, we would expect both of those to expand in 2017..

Okay. Thank you..

You're welcome..

Our next question comes from the line of Jim Foung of Gabelli & Company..

Hi, Jim..

Hi. Good morning, guys. Good quarter..

Hi, Jim.

Hi. Max, I wonder if you could just talk a little bit just about the nuclear business.

I mean, how big is it now and I guess what's the potential for growth there, as you alluded to China, India, both building out their nuclear plants next five years?.

Yeah, it's a nice opportunity for us. We've got a couple of million of content per reactor today. We continue to develop some new solutions that – so even though the original AP1000 has been specified, there're some opportunities that our teams chase on some other suppliers that are struggling with some solutions.

So we continue to quote and try to win additional content within China. Some of the project releases have been delayed just with normal actual schedules versus planned, but the market long term continues to be solid.

And then this renewed focus within India and some real momentum on planned projects working closely with Westinghouse and AP1000 on early discussions there. So just generally positive..

Are you starting different designs or it's just the AP1000?.

We focus mostly on the AP1000..

Okay. Very good. Okay. Terrific. And then maybe just talk a little bit about in the sense of – I guess the process valve business.

I mean, what has to change for you to get more confident that that business could grow in 2017? I mean, do oil prices have to go higher than this for you to kind of change your feelings about it?.

Clearly, you're going to see a tight correlation to price of oil as it relates to CapEx and CapEx environments. Having said that, we still have a very strong presence in chemical and additional end markets that will continue as the economy grows.

So major macroeconomic trends, GDP growth, all these things are important to all the end markets that we play in..

Okay. And just one last one is, I guess you talked a little bit about M&A maybe something next 12 months, 18 months. Do you think something could be done sooner than that? I guess you know....

We added that comment specifically for you, Jimmy..

Oh, you did..

So....

(47:04)..

I don't have much more to comment other than what was in the prepared remarks really..

Okay. But the pipeline is solid.

And deals can happen anytime, basically?.

Exactly..

Okay. Great. All right. Thank you very much. Good quarter..

Thanks, Jim..

Thank you, Jimmy..

Thank you. And our next question comes from the line of Ryan Cassil of Seaport Global..

Ryan, good morning..

Good morning..

Good morning, Ryan..

Good morning.

I guess on the Aerospace side, can appreciate the headwind from Space Fence, but talking about OP profit being up next year, could you give us a sense on how much of that is just lower R&D or more normalized R&D spending? And what are the expectations from the platforms in the commercial and defense side? And I guess the question gets more to sort of bigger picture about in the commercial side, you see some good trends there on the narrow-body side and some content there, but a little bit of cautiousness or concerns on the wide-body side, just any sort of thoughts on those dynamics and how it affects you next year potentially?.

Sure. So I am going to do the best I can to answer those questions. So on the mix elements, certainly it's going to be a tailwind for us. It was a considerable program that we've been executing on here in 2016 on Space Fence, so just a natural elimination of that will cause an accretion to margins.

Engineering spend also another area that we talked about in the past in terms of that reducing as we are completing a lot of the development programs on the new platforms that we've won over the last couple of years. So that also is going to be a contributor to operating profit as we think about 2017.

In terms of timing and impact of wide-body versus narrow-body, I think what I would be prepared to say is that you know that we have an excellent position on all platforms frankly, absent the A350 and that's probably pretty much it. But our participation in all of the platforms is very helpful for us.

To the extent that the narrow-body moves a little bit more slowly for one reason or another, an aged platforms fly longer, we're going to benefit from the aftermarket on those types of – that type of a mix.

So we'll provide a lot more color and be very clear in terms of what build rates are going – how they're going to roll out for us in 2017 to give you that color during our Investor Day.

But broadly speaking, I think we are well positioned and can benefit from either an aged platform that flies longer or certainly when narrow bodies enter service and you get that incremental initial provisioning as well..

Appreciate. Thanks. And then lastly, there was a decision as it relates to the asbestos liability in New York that perhaps was a surprise in terms of the precedent it might set.

Any thought on sort of the bigger picture, longer-term impact of that or is it too early to assess at this point?.

Yeah, Ryan. Thanks. I would point you to the 8-K where we clearly summarized not only that decision, but when we see wins, we see some decisions that are disappointment, the long-term trends remain positive. We continue to fight the abuse as we never manufactured asbestos. So in the bigger picture, we don't see much changing..

Okay. Great. Thank you..

Thanks, Ryan..

Thank you..

And I'm showing no further questions in the queue at this time. I'd like to turn the call back to Max Mitchell for closing remarks..

Thank you, operator. Markets remain challenging, but we're excited about the opportunities that we see ahead of us within our control. Fluid Handling is well prepared to capitalize on an eventual recovery in its end markets when that occurs.

Payment & Merchandising is performing extremely well, better than we had hoped, and this momentum will carry into next year. Aerospace & Electronics is well positioned on the right platform. And we still see opportunities for new content awards. Overall, we are confident in our ability to grow earnings next year.

And we believe we're well-positioned and prepared for the future. That positioning and the key to our success is based on a relentless focus on innovation from hardware, software to digital connectedness, our products and solutions are increasingly differentiated by the engineered technology that we develop.

As the late great Gene Wilder said in his role as Willy Wonka; Invention, my dear friend, is 93% perspiration, 6% electricity, 4% evaporation and 2% butterscotch ripple. We wholeheartedly endorse the sentiment of his view regarding hard work and effort.

Despite challenging market conditions, we continue to work diligently on execution, productivity and just as importantly, innovation.

We're pursuing substantial new opportunities in our Payment & Merchandising, Aerospace & Electronics and Fluid Handling businesses to increase sales above and beyond market growth rates by driving solutions to create value for our customers.

We look forward to early next year when we hope we can speak with you about these opportunities in more detail. Thank you for your interest in Crane and have a great day..

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program. And you may now disconnect. Everyone, have a wonderful day..