Craig Rossman - Emerson Electric Co. David N. Farr - Emerson Electric Co. Frank J. Dellaquila - Emerson Electric Co..

Joseph A. Ritchie - Goldman Sachs & Co. Robert Paul McCarthy - Stifel, Nicolaus & Co., Inc. Mike Wood - Macquarie Capital (USA), Inc. Jonathan David Wright - Nomura Securities International, Inc. Steven E. Winoker - Sanford C. Bernstein & Co. LLC Julian C. H. Mitchell - Credit Suisse Securities (USA) LLC (Broker) Nigel Coe - Morgan Stanley & Co. LLC Jeffrey T.

Sprague - Vertical Research Partners LLC Christopher D. Glynn - Oppenheimer & Co., Inc. (Broker) Rich M. Kwas - Wells Fargo Securities LLC Deane Dray - RBC Capital Markets LLC Shannon O'Callaghan - UBS Securities LLC C. Stephen Tusa - JPMorgan Securities LLC Gautam J. Khanna - Cowen & Co. LLC John G. Inch - Deutsche Bank Securities, Inc.

Jeremie Capron - CLSA Americas LLC.

Good day, ladies and gentlemen, and thank you for standing by. Welcome to Emerson's Investor Conference Call. During today's presentation by Emerson management, all parties will be in a listen-only mode. Following the presentation, the conference will be open for questions. This conference is being recorded today August 4, 2015.

Emerson's commentary and responses to your questions may contain forward-looking statements including the company's outlook for the remainder of the year. Information on factors that could cause results to vary materially from those discussed today is available at Emerson's most recent annual report on Form 10-K as filed with the SEC.

I'd now like to turn the conference over to our host, Craig Rossman, Director of Investor Relations at Emerson. Please go ahead..

Net sales will be down approximately 9%, with a 5% deduction from currency translation and a 2% deduction from divestitures, resulting in underlying sales that will be down approximately 2%. Reported earnings per share are expected to be $3.97 to $4.07, which includes a divestiture gain of $0.77 per share. And with that, I will now turn it over to Mr.

David Farr..

Thank you very much, Craig. Clearly, extremely tough quarter and it got tougher as the quarter went on as we got into June. The big negative surprise for us in the month of June was the extreme weakness in China. We saw China drop over $100 million from prior year, down 14%-plus versus prior year.

The bottom fell out in many of the core markets in China and we do not see that recovering anytime soon. Our oil and gas investments continued to weaken, as the price of oil, the price of gas has continued to slide. We now expect pretty weak orders in this space for at least the next 12 months to 15 months.

And we're a bit concerned about the pace of recovery. So what we're focused on right now is getting our restructuring done, getting the company right-sized to a slower pace of business and making sure that we can improve profitability even with the lack of underlying sales. As Craig mentioned, year-to-date restructuring is around $90 million.

Operations have geared up and are very active right now. I would expect the number, to be honest, somewhere between $70 million and $100 million in the fourth quarter, which will probably be in the $160 million, $180 million, maybe a little bit higher, if we get the work done. There's a lot underway around the world.

From my perspective, the restructuring from when we started it back in early February – from when we started this to when we finish this sometime early 2016, you're going to see SG&A, personnel head count down 8% to 10% from beginning to end, so a major undertaking around the world as we continue to reposition the company for a weak market.

Not much I can do about the market at this point in time. We faced the other issue of obviously strong competition coming out of the weaker currency markets, in particular out of Europe and Japan. Those things we have to deal with and that's why we've to get our cost structure in line.

As you've seen, the orders have continued to stay weak, in the negative 8% to 9% range. I would expect that to continue for the next quarter at least. We have not seen any indication to say that things are going to get much better. So we're focused on dealing with weak orders, weak sales and obviously, weaker production throughout our facilities.

So production's coming down, inventories will be adjusted, we will get the cash flow back, most likely a cash flow we top as we go into the fourth quarter, but we'll get that into that fourth calendar quarter, our first fiscal quarter.

We'll start recovering that as we get that production back in line and we start liquidating the inventories that have been built up over the last 12 months to 18 months as the slowdowns happen. The global teams are acting fast.

The global teams, obviously, are clearly focused on the short term and the restructuring necessary to get our costs back in line, to get our production back in line and to make sure that we can improve our profitability even with an environment that we're seeing right now that we're going to see minimal if any type of growth for the foreseeable future.

At the same time, the teams are very focused on dealing with what we announced at the end of June from Network Power.

Also, our Industrial Automation, LEROY-SOMER Control Techniques business and the continued divestiture of InterMetro business, as we continue to structure the company, the focus on segments that we want to invest and grow over the long term.

In the short term, we're very much focused on execution around costs, execution around getting our balance sheet back in shape, and then, we'll continue to move forward at the right time and the right pace, as we see the core markets recover, and as we see some other investment opportunities in the two business segments that we're focusing on going forward.

Net-net, obviously, not a pleasant quarter, one to deal with and one to report. Fourth quarter's going to be equally as challenging as we've had sessions with the operating leaders here in the last couple of weeks, and again, we're going to be meeting with them again on Thursday, Friday this week.

It's all about getting the actions necessary to get the cost down, to get the production down, and deal with the marketplace that we're dealing with right now. From our perspective, we're not losing this market, it's just a tough market for us, and there's no way to color it other than that.

It's tough and we're dealing with that toughness at this point in time, and that's where we are. And so, with that, I'll open the floor up for questions..

We'll take our first question from Joe Ritchie with Goldman Sachs..

Thanks and good afternoon, everyone..

Good afternoon..

So I guess, Dave, look, it's – the fundamentals just continue to get worse, the market's not getting any better.

I'm just wondering like, how do you feel comfort that you guys are doing enough from a restructuring standpoint, at this point?.

You give your best shot, as we look at the forecast, as we look at where we see things going, and we bite off as much as we can do. And what's underway right now is a lot, and we're impacted with big chunk of this company with a lot of costs, and it's not really facilities we're dealing with.

Our overhead structure, right now, trying to get it down, and at the same time, we're going to have to deal with our overhead structure, as we go into a smaller company, as we move out of 2016. So I firmly believe we've spent a lot of time on this. I feel that we have the right actions underway, and we're taking the right amount of costs out..

Okay. And I guess like the $225 million that you expect to spend by the first quarter of next year, I know you've talked about a payback of one-to-one.

Can we see the – will we see all of the payback by fiscal year 2016 or is that some of that going to bleed into 2017?.

We're hoping to get close to $200 million in that fiscal 2016. Our game plan here is to get our costs down in a very difficult volume environment, so we can improve profitability, improve earnings in a tough marketplace. That's why we're taking this hard and quick action we're taking, and you're dealing with people here.

And this is – we're not – there's not a lot of facilities we're rationalizing here, because our facilities are pretty well rationalized. What we're dealing with is an overhead structure of trying to get their costs out so we can drive that profitability to the bottom line. That's how you get that – the savings so fast..

Okay. Fair enough. Maybe one last question and I'll get back in queue. I know it's still early, but any thoughts yet on, you just announced that the strategic alternatives for a few of your businesses. Any progress yet, any interest on those businesses, just any color there would be helpful..

It's pretty – it's early. I mean we've got – we've obviously had some interest, but it's too early to deal with that. We're working down the spin route right now. It's too early to talk about it. I think it's going to be worked here for the next three months, four months, five months, six months, and we'll spend that from that standpoint.

InterMetro action, most likely will be done sometime before the end of this calendar year. We're targeting sometime in October..

Okay. Thanks. I'll get back in queue..

We'll take our next question from Robert McCarthy with Stifel..

Good afternoon, everyone.

Dave?.

Yes..

Yeah, so the first question is, I mean really kind of challenging numbers across the board globally. Do you think there's an issue of share loss here in addition, because we have seen very weak numbers globally, but not to the extent maybe in this variance for the quarter.

So how do you speak to that or can you speak to the – are you leveraged to a particular end market or sub end market, particularly with respect to China? Just anything, any narrative around that would be helpful..

Yeah, I mean our China business has held up reasonably well for the last 18 months. In China, we don't firmly believe we're losing business at this point in time. I mean we don't see any indication of that.

But we're – in China, we have very strong markets relative to the strategic owned enterprises, the state owned enterprises, which have really cut back on spending here in the last three months or four months as that government has ratcheted back some of the issues they're dealing with.

So if you look at our Process business, as you look at our Enterprise business in China and if you look at some of the other Climate businesses, we're seeing these where the state run enterprises have really curtailed, stopped spending and they did it very suddenly.

So I mean this is something new from our perspective to see that type of drop-off that quickly and until we see some kind of stabilization within the China market, the China government, I'm a little bit nervous about China and the recovery there. So we're expecting the next couple quarters to be pretty tough there, but that's what it is.

It's around that China – it's just those spending at our key customer base..

And then I guess as a follow up, Dave, I know it's early and you get the restructuring, the restructuring benefits, but just conceptually thinking about 2016, do you have a visibility to say hey, we could be close to the bottom here in terms of EPS degradation or just too early to tell? I mean what's your view of 2015 versus 2016? Is it possible for you to grow in 2016?.

I think the big issue for me right now is we had a very strong first fiscal quarter of 2015. We're up almost 5.5% underlying growth.

We're up very strong earnings, double-digit earnings, and I think the visibility right now is very challenging, because I know I got that big hill I've to climb sitting right out in front of me and that – the fourth quarter was very strong for us last year and our first fiscal quarter is strong.

So it's a little bit early for us to see how we come out of that as we get through these next two quarters..

This is – yeah..

I mean that's the big issue right now. The next two quarters, we're looking at the huge walls we have to get through and see what from an order standpoint and backlog can we get up there to get some kind of growth in the second half of next year..

And how do you think about M&A in this environment, when the prospects of a cyclical rollover and the bid/ask maybe get widening between seller expectations and buyer expectations? Do you think this cools your potential appetite for M&A or your capability to get things done of size?.

No. And we'll – if the right thing comes along, we have the capability of doing it. Right now, we're looking at divestitures and spend. If the right opportunity came along from an acquisition standpoint, we'd jump on it pretty quickly. I don't think that has any issue for us. We understand that..

Thanks for your time, Dave..

Okay, you're welcome..

We'll take our next question from Mike Wood with Macquarie..

Hi. Thanks for taking my question. Just another question on the share with Emerson, just specifically with Network, that high single-digit underlying order decline, that does seem worse than some of the peers. I guess more peers exposed to power management not seeing severe declines.

Can you maybe speak to, is it the data center and telco specifically or how your power management sub business is holding up?.

Yes. I mean the core business is holding up. We had a very strong – we had some big project wins last year at this point in time. We also had – we have a very strong presence in China which is unique, in our telco space in China and North America telco have really cut back in spending.

So that's why you see those numbers are a little bit more drastic than our competitors. Underlying business is pretty much in line with that, but the telco spend, both in China and North America, very difficult..

Right. Very helpful.

And then just could you give us an update on the inventory on the Climate side and when that might be worked down?.

We could relook through the cycle, because from the standpoint, we look at 12 months, it's pretty well trending. I would say right now, our estimate – not estimate we know 1.1 million units were pulled forward. I would say they're probably 80% through that right now.

We should start seeing some North America refilling(23:33) – production is really – our inventories right now, production levels are low, so we expect to start seeing that flow through in the fourth quarter.

However, the issue for us, the comparison will be very difficult, because last year was when we were selling it both in the fourth and the first quarter, but we're seeing it come back in. If you look at the underlying, I would say pace is improving in North America. So I'd say they're getting through it pretty quickly..

Thank you..

We'll take our next question from Johnny Wright with Nomura..

Hey, guys. Thanks for taking my question.

Just can you comment, Dave, around the competition out of Japan and Europe? Is that partly reflected in sort of the pricing environment, and is that on the Process side? What are you kind of seeing there from competitive pricing perspective?.

I mean we have Japanese and European competitors across most of our businesses, both on the – Process side, Industrial side and Climate side. And clearly, with the weaker currencies, they have the opportunity to price, to drive that business their way. We're working extremely hard.

And one of the reasons we're working so hard on the costs is because we do not want to lose any position in this situation where we are at a huge disadvantage with a stronger dollar against our European and Japanese competitors. So the pricing is definitely tougher. And from our standpoint, we're dealing with it.

The one advantage we do have is we get into the 2016 environment is with the weaker commodity environment, the weaker material environment, we will start getting benefit from that as we get into the first half of next year. And that's a big advantage for us and will help us offset this price cost.

Right now, I'd say we are still – as you understand, we look at this price and cost, we're staying probably pretty close to being neutral or slightly green, and the key issue for me is to stay ahead of this power curve.

Yes, we have pricer (25:30) pressures, in particular from the weaker currencies out there, but the commodity supply side guys are working extremely hard right now to get the respective cost reductions to help keep us price costs green as we get into this tougher price environment in 2016.

So that's where the war is right now and I feel good about the battle and I feel good about where we are..

Okay. Thanks. And then sticking with Process, from a vertical perspective, obviously upstream oil and gas staying pretty weak, but some of the downstream businesses like Chemical and Power actually seem to be holding up relatively well.

Maybe you could talk about what you see there in terms of quoting activity and how you see those verticals holding up into 2016?.

The downstream, in particular the Power, has held up extremely well, and certain chemical segments held up extremely well. The order pace is at record levels. It creates a little mix shift for us a little bit, but the pressure is on profitability.

But that activity is very, very good right now and we feel good about that, in particular, both in North America and in Europe. Asia is not that good. India is good for us right now. But downstream in Power and downstream in the petrochemical area we see good pricing.

We're a little bit nervous right now relative to – there's been a lot of actions by major global oil and gas companies here in the last two weeks and that will obviously start flowing back as they continue to get pressure on their capital spend. And that could possibly have an impact on what we would call their MRO, the repair business.

If they get a lot of pressure on cutting their capital even more, they'll cut back in certain areas in the MRO area and we'll start feeling that. That's another concern I have right now with the continued weakness of the price of oil and gas, which – where's the price of oil today? Down $45 – where is it, $45? So that bothers me a little bit there..

Okay. All right. Thanks, guys..

You're welcome..

We'll take our next question from Steven Winoker with Bernstein..

Thanks. Good afternoon, guys..

Good afternoon, Steve..

Hey, Dave.

If we go to 2016, just follow up one of your earlier comments, if in fact revenue did go negative next year and was say down 1% or so, could you still drive margin expansion in that environment with all the puts and takes that you're talking about?.

That's the goal. That's the goal..

And....

That's the aim..

Yeah, go ahead. Sorry..

That's the aim. That's what we're trying to do. Every operation guy's trying to figure out how to deliver improved profitability with no growth or slightly negative growth..

Right.

And the kind of – I mean if we sort of think about what's possible in that goal given all the restructuring that you're doing, when you're calling out restructuring, it sounds like through at least the first quarter, but clearly in the environment that you're describing, it's kind of hard to imagine that you wouldn't be restructuring through much of the year.

Is that a fair comment?.

What we're trying to get done – we'll do some in the first half of next year, but we're trying to get it done so we can stabilize the business. And we've identified where we want to go with the restructuring, we've identified the costs, we have a map where we think things are going to head out, and that's where we're focused right now.

I don't – my objective is get this – the major work done as we get into that second fiscal quarter next year..

Right.

And I guess if I also compare everything that you're going through right now compared to what you went through in 2008-2009, one difference it seems, maybe – I don't know if I'd call it a bright spot, is that at least the order rates are not getting decelerating any faster it seems from the – but is that just a temporary thing? I mean based on what you're seeing in the front lag (29:21) and all these quoting activities that there could be another step down from here?.

I'm glad you saw a bright spot in there, Steve. I'd give you – I'm going to give you....

I'm looking..

I owe you a glass of wine for that one. I don't know if there are any bright spots here, but....

I got my magnifying glass out, Dave..

You're getting half a glass of wine on that one. Okay. At this point in time, we do not see it stepping down on the order pace. We look at the trend lines, we look at the various businesses; it looks like it's bouncing around this bottom.

The question is, is there anything that's going to pull it back up? We know what the comparisons are like for the next couple of quarters, but I mean I don't think – I don't see it as a step-down at this point in time. I mean it looks like it's trying to bottom here.

And I mean I've called this before and I've got my ass kicked, to be honest, and that's not a swear word, Steve, you know. It's kickboxing here. I've been kicked around the ring a couple of times here this year. And it looks like it's forming; I don't see another step-down at this point in time (30:26)..

Okay. And it....

Unless you saw a sudden break in oil or – I mean you saw another sudden break in commodities down, say, into the $30s or below, then that would create another problem..

Okay.

And then finally, non-res, just, you spoke about the res pressure, what are you seeing on the non-res side?.

Non-res North America is – we've had a decent environment. It's continued to weaken. I mean the actual – what I would call the capital spending, the type of products that we sell have not been all that exciting.

There's been some non-res construction, but the basic capital spending environment has not been very good in North America and – in the industries we serve. We don't serve the automotive industry, and so it's been very anemic at best, and there's been very little recovery.

And then you see a lot of drop-off as any – all the industries that support the broad oil and gas industry, both here in North America and in Latin America and around the world, so it's been pretty broad and it's been business-by-business. If you look at the segments that we look at, this is pretty broad across very many businesses here..

Okay. Okay. Great. Thanks, Dave..

Thanks, Steve. I owe you half a glass of wine for that....

Next week..

...slight positive you gave me there..

A couple of beers..

Okay..

We'll take our next question from Julian Mitchell with Credit Suisse..

Hi. Thank you. Just a question on the gross margins. I guess they got up to about 42% second half of last year, they're now down to 40%.

Maybe pause out between mix and volume deleveraging, which one was more important within that? And then when you're looking ahead, how do you think about the ability to hold the gross margin at around 40% considering price cost and (32:19)?.

Yeah, it's about 50%-50% that degradation there. We still feel very good about, as we – recovery structure and stuff like that, we'll get this thing moving back up. I still believe there's two – from the 42%, I still believe there's about 200 basis points improvement in the GP margin for the company.

So we're clearly going through a lot of restructuring right now, there's a lot of mix going on and there's a lot of deleveraging, but the underlying fundamental GP margin of this business is still pretty good, and it'll move back up into that 44% range as we get there..

Thanks. And then just within Industrial Automation, obviously, a very big drop in North America there in the quarter.

Maybe just remind us how much of that business, globally or North America, you think is direct or indirect oil and gas?.

All – I mean in the North America, it's pretty heavy oil and gas..

Total is 15..

Yeah, 15 is the total, but in North America, it's very heavy because it's Caterpillar..

Yeah..

And so, the Caterpillar business is off significantly and that's primarily North America business, so that's what's driving that down, both from the standpoints if you look at what they – that we serve into their solar type of business and also their generational oil and gas platforms in the mining area.

That's off significantly as they continue to take inventory out, they continue to take their production down. So we expect that's going to keep running this way for the next couple of quarters, as they keep doing what they're doing, but that's what that is primarily. It's very heavy oil and gas..

Thank you. And then just lastly....

Energy is related – yeah. Go ahead..

...got it. And then quickly on Process, you touched on MRO earlier.

So I guess, have you seen MRO hold up until now and it's all been – CapEx has been coming off in the orders and sales?.

Yeah. We've not seen the MRO come off yet, but I've gone through enough these cycles, as you guys well know, I'm a little bit older than you. And when I see the oil companies really under the pressure right now, they cut capital even more from their shareholder base. I know eventually what that means is they'll cut into the core MRO.

And so, I would expect the next six months for our Process business to start seeing some of the MRO business gets cut back, which won't help us. It will be another little headwind for us, but we have no indication. I just know what happens. I mean these guys are going to get pressure to cut capital. We know that's going to happen..

Understood. Thank you..

You take care..

We'll take our next question from Nigel Coe with Morgan Stanley..

Thanks. Hi, Dave..

Hello Nigel..

Just going back to China, your comments about June sounds quite frankly quite disturbing.

What do you think caused the drop off in June, Dave? Is it liquidity or is it the government telling you yes, we need to pull back in spending? What do you think caused that?.

The major state owned enterprises, there has been a lot of continued crackdown on the ethical issues, the arresting and replacement of management team. A lot of people are afraid to make decisions. They're going to make bad decisions.

So we've seen this on a broad base and a lot of our customer base across China where there's been a curtailment of spending as they figure out what's going to go on relative to the leadership.

And this whole uncertainty around China and sort of the leadership of who's in charge, who's not in charge relative to the businesses and so there's been a big push in this area again and it's obviously reacted very strongly in some of our customer base which are a lot of state owned enterprises and customers in both the Process world and the Network Power world, in particular.

And they got hit real hard in China. And I expect that's going to continue until we see some clear direction of stability in the leadership of the various companies out there which a lot of those companies are having a lot of the management changes right now..

So you've seen a big divergence between the SOEs and the private companies?.

Yes..

Okay. And then based on your comments around orders the next three quarters to four quarters, I think you said that they're going to remain quite weak.

And then given that you're telling your managers to basically aim to restructure, to grow margins on going back down to (36:53) sales, would you suggest that we base our models on that basis, Dave?.

Yes. I think it's – my firm belief is you got to wait till I get through these. I got two big mounds we've got to get through here, both the fourth quarter which was pretty strong for us last year and the first quarter.

We got to see how we get through those mounds, how we see the underlying order pace, has it reached that bottom, and I think it's a little bit too early to bank on that..

Okay. Fair enough. And then, just finally, Dave, on the Process margins recovered from 2Q into 3Q, up about three points Q-to-Q ex restructuring, with very little help from volumes, so I'm wondering what drove that.

Was that cost saves from restructuring?.

Yes..

Was there a mixed benefit Q-to-Q?.

We're getting the cost out..

Okay. Thanks, Dave..

Thank you..

We'll take our next question from Jeff Sprague with Vertical Research..

Thank you. Good afternoon..

Good afternoon, Jeff..

Hey. Dave, just back to the MRO and OpEx versus CapEx discussion. We've heard from a lot of companies, it's actually a little bit the opposite, that the OpEx has been cut, because that's what their customers can easily cut and perhaps the CapEx comes later down the road.

Does that intuitively makes sense? Is there something different in your business mix (38:22)?.

What I said is that up till now they've been cutting the project spending – the capital spending, and now, my concern is with the most recent two weeks of all the announcements coming out of the major oil and gas customer base out there, they're cutting capital again, they're cutting project again, and my concern is they're going to start cutting into the MRO base which has held up until now.

I'm just giving you my gut feel for this thing, that's what I was telling people, that is they continue to get pushed by their shareholder base to cut their capital spending and protect their free cash flow, they're going to start going into MRO here in the Process world. We've seen it in the past..

How much do you think Emerson internal CapEx declines in 2016?.

That's where we finished this year; it will go down next year. I would say that we're going to be down to 2.8% of sales level..

And then just last one from me, Dave. Share repo, you do have a fair amount of liquidity.

You expressed the willingness to do deals, but just wonder you feel like the organization can take on a large deal in the midst of all this change, and would you prefer repo over deals or is there any particular prioritization there?.

If the right strategic deal came along, we will slow down repo and do the deal. In the meantime, right now, we're banking on probably around $1 billion right now for next year in share repurchase. And so that's where we're going to focus, but if the right deal comes along, we'll do it..

Thank you..

We'll take our next question from Christopher Glynn with Oppenheimer..

Thanks. Good afternoon..

Good afternoon..

Dave, the third quarter restructuring was well below plan. Now, you have a big target for the fourth quarter.

So just wondering what were the timing factors some of the prioritization that caused that to move around?.

It's function around announcing in certain markets and giving out the proper notice, in particular, outside the United States. And so, it took us a little longer to get approvals, and now, we're moving forward, we have those. And so, we pretty well have this in sync right now as we move into this fourth quarter.

Sometimes you guess a little – not guess, you plan a little wrong and if it takes longer to do the discussions and negotiations, then you missed it by 30 days or so and that's basically what's going on there. But it's in the pipeline, it's coming.

And the question is how much can be announced and discussed with the organizations around the world, and that's why I think it's a broad range here from the fourth quarter, it's a function of what can be formalized from the discussions and negotiations..

Okay, makes sense. And then, in Network Power, could you go into a little more detail on the negative price there? I don't think that was mentioned last quarter..

China. It's really – it was very – I mean the markets dropped off in the big enterprises; they were using this leverage to drive price down. The local producers are all looking for business right now.

The markets weakened and their export ability has weakened because of their marketplaces, and so, therefore, they're looking at dropping prices to try to protect and that's – we're going to have that situation going on hard in the power area in particular across China..

Okay. Thanks..

We'll take our next question from Rich Kwas with Wells Fargo..

Hey. Good afternoon, Dave..

Good afternoon, Rich..

On Process, so at $45 to $50 oil relative to the restructuring you have in place, now, if this continues, do you envision having to do a lot more beyond that?.

I think we're pretty well sized in the $40 to $50 range right now and my next threshold is it possible that – that will create – that's going to create some very difficult challenges that we're going to look at how we reorganize and to take costs out to protect that profitability..

Okay.

But that's in this range you feel okay?.

Yeah, we feel okay here..

Okay. Okay. And then, going back to not this past Investor Day, the one before in 2014, so you had this big initiative around spending. I know that probably affected some of your businesses that are being separated, but what's the latest on that? And I assume that's been cut back in a meaningful fashion here (43:10)..

That's been cut back in a very meaningful factor. I mean clearly, the opportunities for growth right now are not there, so we're curtailing that spending where it doesn't make sense and it's been cut back quite significantly..

Is there anything that you're doing spending on in this environment?.

Yeah, we still have some – from a technology standpoint, from an innovation standpoint, we're still spending money, but we're being very selective and a lot of projects are being pushed out (43:39) slow down. So yes, including some of the Oracle investments, some – other things like that we've got to slow down that stuff..

Okay. And then just a last one, quick modeling question. For next year, typically, you run on the three-year incentive comp where it gets – there's kind of a double up every three years.

So as we think about next year, usually, at the pretty big ramp, when you get into a year like next year, so is that still the case? I mean I don't know Frank can comment on that..

Yeah. There'll be the overlap next year. Right now, we're looking at 50 to 75 but it's early....

Yeah..

...yet to tell exactly what that's going to be, but you're right about the structure of it, there will be an overlap next year and that will be the biggest year for that..

Okay. Great. Thank you..

We'll take our next question from Deane Dray with RBC..

Thank you. Good afternoon..

Good afternoon, Deane..

Yeah, I was hoping to get a little more like calibration on the restructuring in terms of you said head count and SG&A could come down between 8% and 12%..

8% and 10%..

8% and 10%. Okay.

Is that – how does that compare to the previous restructuring actions that you've taken and how quickly do you think you can get that depth of cuts done?.

On a salary basis, head count, that's pretty normally what we've gone through before; you go back in the 2003-2004 time period, because most of this restructuring is coming from not manufacturing, it's coming from a salary base. We're not closing facilities down – we've a couple of minor ones, but they're very, very small as we move them around.

So this is in line with other significant programs we had across this company and I would say based on how we started and where we are right now, our goal is to have this done as we get to the middle of 2016..

And this wasn't clear, or I may have missed it.

Does this include restructuring actions in Network Power?.

This includes – yes, I mean Network Power will be – is going to be with us in 2016. Yes..

And you also mentioned that there are changes needed to the balance sheet.

Is this related to the spend and divestitures or was there anything else you're referring to when you talked about balance sheet?.

What I referred to – the balance sheet was, I want to get the balance sheet strengthened and from the standpoint of – as this volume has dropped off, we have working capital captured on our balance sheet right now, both from a receivables and an inventory standpoint. And we want to get those levels down to an appropriate level.

It usually takes us a couple of quarters once we stabilize and we expect that to be done, I would say, sometime early in the calendar year of 2016. On past looks at it and where the trend line is going right now, that's where I'd say it's going to be..

Got it. Thank you..

You're welcome..

We'll take our next question from Shannon O'Callaghan with UBS..

Good afternoon..

Good afternoon. Shannon..

Hey, Dave. Just on the idea of orders or trying to find a bottom here, at least geographically, it doesn't sound like that's going to be from China, right? That area (47:01) sounds like it's getting worse.

Is there, either geographically or by business, do you think there's an offset? Is Europe feeling much better to you, or what would be the offset to China getting worse and that stabilization of orders?.

From our perspective, the stability will come in from Europe. I think there's not been a robust recovery in Europe. I think Europe has sort of muddled along at a low pace. But that's where I would see some improvement versus our – China. I would expect us to see some improvement in North America, as we come into this time period.

And that's where I'm seeing it right now and that's where I'll see it. And we're not going to see it in China. You're right..

And then, specific to Network Power, obviously, the business there is under a ton of pressure and I mean China is a big part of that, but just broadly, pretty weak and yet you say demand is expected to remain mixed.

Can you talk about opportunities in data center and telecom? Is there a light at the end of the tunnel there where you're actually seeing things you're bidding on and opportunities for order improvement in that piece?.

I don't think you're going to see anything in China until the spring of 2016 relative to new opportunities of substance. I think you see day-to-day – our day-to-day business is okay in those marketplaces, but I think until you see some big opportunities, I think it's going to be into the spring of 2016..

Okay. Thanks a lot..

Welcome..

We'll take our next question from Steve Tusa with JPMorgan..

Hi. Good afternoon..

Good afternoon, Steve..

On the Process side and the margins, so I guess – should we still think of this mix dynamic as MRO good, projects a little bit weaker? I mean is that something you're planning on kind of fighting through as this MRO drops off or is that – does that kind of – just when things go down like this, it's just more about taking the blunt actions on restructuring to offset that?.

A couple of things happen, Steve, on this type of business. When the large projects slow down, we have – typically what we'll see is a smaller type of project business and that business is usually better profitability wise.

So if you think about the profitability, the hardest for us are the large, the smaller projects are good and the MRO is even better. And so, right now we're seeing – as those large projects are cut back, they're still doing some smaller stuff, medium-sized stuff and that's good project business for us.

So I think the mix right now is still helping us a little bit in profitability, but it's not a big movement.

We still have the pressure of some of the big projects moving away through and some of that mix, but we're going to have to get the cost out to deal with the issue of a general slower-down pace of business, but I think it's going to be a little bit of both.

It's not just MRO and large; there are some good medium-sized projects in there, which there is a good pace of that going on out there right now..

Okay. And then on your mindset, I mean I asked a similar question to another one of the companies we cover last week about restructuring in this environment, but acknowledging the competitive threats that are out there.

I mean, how do you weigh that, because you just talked about kind of trimming some of those investments? How do you keep your guys focused on the mindset of defending or even growing share while really battening down the hatches and delivering for guys like us on the cost side?.

You have a lengthy (50:50) debate with each of the business leaders on this very specific issue, that no one wants to jeopardize the longer-term opportunity.

So we're going to look at things that maybe aren't as critical and that's where you're going to cut and you're going to figure out we red circle, we circle, we ring fence areas that we must protect for those strategic reasons and then we'll go deeper on the other side. That's how we go about doing that..

All right. One last question. I think you issued some debt in the quarter. Net debt is up I think like $600 million or $700 million quarter-to-quarter. How will that trend? I know the filing said you'll use it for corporate purposes.

How does that trend over the next couple of quarters? Will that begin to come down or is that now – you used it for some buyback, maybe some cash management dynamics because of your foreign cash that's overseas? Just what's going on with the debt levels over the next couple of quarters?.

It's not going to change much. It won't change much. If we're effective of getting out the cash by the end of the second fiscal quarter next year, then the debt levels will come down a little bit, but it's not going to change much..

Okay. Great. Thanks a lot..

You're welcome..

We'll take our next question from Gautam Khanna with Cowen & Company..

Yes. Good afternoon..

Good afternoon, Gautam..

You mentioned the desire to bring down inventory and the resulting kind of absorption that you're going to have to take.

Is that going to be concentrated in Process or are you talking across the board?.

Across the board. Across the board. I mean, obviously, Process and Network Power are the biggest dollars of inventory, but it's across the board and no one's really out of line. It's just that where we see the pace of business going which is going to be weak for several quarters now, we need to get that inventory back down.

So we'll do it very systematically, one, not to shock the heck of our supply base, but also work it down over a six-month, seven-month time period. We've been working on it for the last couple months. Clearly, the orders have been weaker here in the last several months, which creates a situation where we have to lower that water even further.

So we do it very systematically. We don't try to shock it. That's dangerous..

Okay. Thanks. And then just another follow-up.

In your monthly orders that you give us, have you had any major de-bookings in Process or Industrial Automation or elsewhere and that has kind of amplified the negativity in the numbers? Or has that not really been the big part of the story yet?.

No. It's not that big. It's not that big. We've not had anything to drive that big time. If we did, we would let you know..

Okay..

(53:48).

And just lastly, seasonality, normally fiscal Q4, we get a nice little plus up in margins in Process and elsewhere.

I mean given what's going on real-time in the markets, what kind of bounce are you expecting sequentially if at all?.

We are expecting profitability to bounce positively in the fourth quarter for various reasons. One, restructuring. We've now got $90 million done in the last 2.5 quarters. And we're starting to see a payback of that. And so, we're seeing that, and also, the typical type of mix of business where the business comes from.

So we see sequentially we have a good improvement in our sales and we are going to see a bounce back in the fourth quarter..

Okay. Thanks a lot, guys, and good luck..

You're welcome..

We'll take our next question from John Inch with Deutsche Bank..

Thank you. Afternoon, Dave..

Good afternoon, John..

What is your sense of Middle East being able to continue to be resilient in the face of oil prices? And it seems to be a lot of I guess politics and employment issues, right, that are sort of continuing to drive these projects, and it's obviously been a source of strength for you and other companies.

But I think it's – does it continue to hold in, like is there – is that – should we just sort of think of it as a placeholder? What's your sense?.

I wouldn't – I call nothing a placeholder, but....

Well, relative placeholder..

...yeah. Okay, John. I think you're exactly right. They have the issue they have to produce oil, they have to maintain that's what their income is. So they're going to have to produce more oil. They're going to need to invest to produce more oil, and they're investing for other jobs across a diverse group.

So we've seen, not every business, but certain businesses have done reasonably well in the Middle East. I mean on the data center business side and what I call non-res construction type of business side, it's been very poor, but on the Process side, it's been pretty good; in the Climate side, it's been pretty good.

So right now, it's holding up, and the order pace is holding up. So right now, I'd say we're going to see moderate growth again in 2016 as of right now, based on what I've been seeing from an order pace....

Yeah..

...which is surprising to me..

Yeah, yeah, that makes sense. Can I switch gears to Network Power here? I'm wondering do you think there's an issue perhaps that would be fleeting or temporary, but one perhaps nonetheless that maybe there is some distraction costs going on, post the announcement you're going to spin the business.

And I'm wondering with this (56:22), I'm thinking in the olden days certainly, India, China, employees were just sort of habitual, but employees would bounce around company to company. A lot of companies had very high turnover.

Just wondering post the announcement if perhaps there've been some worker, kind of extra worker losses unplanned at the managerial level or whatnot, that maybe....

No..

...could be exacerbating temporarily the Network Power results in China or elsewhere?.

No John, it's been actually opposite. It's been very positive, people are very happy about it..

Yeah..

So again, it's a positive note. They've had a tough couple of years here and it's got hit again really with the telecom spend both here in the U.S. and in China, and the enterprise spend in China. So they just got hit again, but within the organization, it's been well received. And maybe it's strong for us right now..

Yeah. I mean so there's not really much that you can do about the markets for that business. It sounds almost like that there is hypothetically further deterioration, you're just going to go ahead with the spin anyway.

So in other words, analysts and investors, there's nothing that fundamentally is likely to detract you from the plan to strategically spin the business or....

Nothing..

...are there other things we should consider about?.

I don't see anything stopping us right now..

Got it. Thank you..

You're welcome..

We'll take our next question from Jeremie Capron with CLSA..

Thanks. Good afternoon..

Good afternoon..

Following up on restructuring, most of it seems to be happening right now and you just said that it would continue into the December quarter.

Do you expect restructuring to continue at a similar pace in the first half of next year? How should we think about the total cost that you're taking out of the business between February of this year and the midpoint of next year?.

You mean total, I'm still holding to around that $225 million to $240 million from the February at the beginning – when we started this process to its finish, it's going to be in that $225 million to $240 million range..

Okay.

So basically, we're looking at another $70 million into next year? Is that right?.

We'll see. We'll see what we have come down the pike here, what kind of the pace of the business is, but when all said and done, we did $90 million in the first three quarters. Let's say, we do another $90 million in the fourth quarter. That's $180 million. I'm looking somewhere between $40 million and $60 million probably next year..

Okay. Thanks..

Does that work for you?.

Yeah, yeah, absolutely..

Okay. Good. I didn't have a calculator. I used a piece of paper and a pen on that one..

Well, that works well too. I'm a little bit surprised to see negative mix across your five divisions.

Is that anything to do with price more than mix? And then if you could comment on the overall price level, how much of a drop in price you've seen so far this year?.

Yeah, from the standpoint we don't measure price that accurate, I would say the general price trend is slightly negative across the whole company. We didn't offset that from our cost reduction, not material inflation. I would expect we'll have negative price – slightly negative again next year.

What we've been seeing is mix within the businesses, some of our more profitable businesses are having a tough quarter, like Process. And so, we have this unfortunate situation where right now, we have a lot of businesses trending down quite hard which are the more profitable businesses.

And sometimes that helps us and sometimes that hurts us, and right now, it's hurting us..

Okay.

And when you look at your order intake, any shift in terms of pricing here happening over the last few months or just a similar slightly downward bias?.

It's – from my perspective, right now, the pricing is obviously getting tougher every month. Particularly with the euro where it is at $1.10 and the yen where it is, but it's not noticeably much different. I think we're going to have the same issue as we go into 2016, too.

That's why our costs, our work on the material containment stuff is very, very important to us. We're going to need that because we know the pricing environment is not going to be easy unless we see the dollar start weakening which I see no indication the dollar's going to start weakening..

Okay. Well, good luck with that..

Thank you very much. Appreciate it..

With that, I want to thank everybody. Again, it clearly was an extremely challenging quarter and not pleasing to see. We are facing another extremely challenging quarter again, probably for the next two quarters.

The organization is very much focused on getting our costs and our production down in line relative to the pace of business we're seeing right now and we're making good headway. And we would expect to see improvement in profitability here in the fourth quarter which will give us – set us well as we move into that first quarter.

So thank you very much for your time today and I appreciate your support. Bye..

And that does conclude today's conference call. We appreciate your participation..