Aaron H. Hoffman - Vice President-Investor Relations Ernest Scott Santi - Chairman, Chief Executive Officer & Director Michael M. Larsen - Chief Financial Officer & Senior Vice President.

Joseph A. Ritchie - Goldman Sachs & Co. Deane Dray - RBC Capital Markets LLC Mig Dobre - Robert W. Baird & Co., Inc. (Broker) Nigel Coe - Morgan Stanley & Co. LLC Joel G. Tiss - BMO Capital Markets (United States) Andrew M. Casey - Wells Fargo Securities LLC Jamie L. Cook - Credit Suisse Securities (USA) LLC (Broker) Ann P.

Duignan - JPMorgan Securities LLC David Raso - Evercore ISI Institutional Equities Steven Michael Fisher - UBS Securities LLC Walter Scott Liptak - Seaport Global Securities LLC Eli Lustgarten - Longbow Research LLC Joe J. O'Dea - Vertical Research Partners LLC.

Welcome and thank you all for standing by. At this time, all participants are in a listen-only mode. Questions will be taken at the end of the presentation. Today's conference call is being recorded. If you have any objections, you may disconnect at this time. And now, I will hand the call over to Mr. Aaron Hoffman, Vice President of Investor Relations.

Mr. Hoffman, you may begin..

Thanks, Anna. Good morning and welcome to ITW's third quarter 2015 conference call. Joining me this morning are our CEO, Scott Santi; and our CFO, Michael Larsen. During today's call, we will discuss our third quarter financial results, and update you on our earnings forecast.

Before we get to the results, let me remind you that this presentation contains our financial forecast for the 2015 fourth quarter and full year, as well as other forward-looking statements identified on this slide.

We refer you to the company's 2014 Form 10-K and second quarter 2015 Form 10-Q for more detail about important risks that could cause actual results to differ materially from our expectations. Also, this presentation uses certain non-GAAP measures.

A reconciliation of the non-GAAP measures to the most comparable GAAP measures is contained in the press release. And with that, I'll turn the call over to Scott..

currency, sluggish business investment, and CapEx spending, the slowdown in China, et cetera.

The key driver of our performance in the near term continues to be strong execution on the margin and return improvement focused elements of our Enterprise Strategy, which contributed to more than 100 basis points of margin expansion and 140 basis points of ROIC improvement in the quarter.

Since we began implementing our current strategy a little over two and a half years ago, we have expanded operating margins by 570 basis points and after-tax return on invested capital by 540 basis points.

As we look ahead to 2016 and beyond, activities across the company associated with our Business Structure Simplification initiative are tapering down with significant incremental benefits still to come.

Strategic Sourcing is now fully embedded in our operations and is delivering consistent above-plan benefits, and we're in the final stages of the portfolio management component of our Enterprise Strategy as product line simplification activities will start to moderate in 2016.

As a result, and as we planned, beginning in 2016 we will be well positioned to shift our focus increasingly toward leveraging our much more differentiated higher quality business portfolio for accelerated organic growth.

Similar to the way we implemented these initiatives, we are in the early stages of applying a clearly defined and rigorous two-step growth framework to every one of our 84 (3:26) divisions that is designed to, first, prepare them for accelerated growth and, second, to have them deliver on it in a very focused 80/20-like way.

Our Automotive OEM and Food Equipment segments are the farthest along in implementing this framework. Their success in accelerating organic growth through applying our growth framework is encouraging as we look to bring the rest of the company along over the next 12 months to 18 months.

We will cover our growth framework and our transition to focus on growth in more detail at our Annual Investor Day in December.

Despite the long list of near-term external challenges, we continue to focus on positioning the company to take full advantage of the performance potential that was (4:06) within our highly differentiated business model over the long term.

To that end, we have invested approximately $420 million in our businesses thus far in 2015, as we add capital equipment to expand capacity, launch new products, and simplify our businesses in order to focus them on our largest and most compelling growth opportunities.

ITW's business model is not capital intensive and, as a result, we have plenty of flexibility that allows us to both make significant investments in our businesses and return a meaningful share of our cash flow to our shareholders. In the third quarter, the board raised the dividend 13.4% and year-to-date we have now repurchased $2 billion of shares.

As a reminder, we have more than $5 billion remaining on our share repo authorization. Moving forward, we will continue to be highly disciplined in our approach to allocating capital to both share repurchases and strategic acquisitions.

As we move through the back-end of year three of our Enterprise Strategy, we've made substantial progress in executing our strategy to position ITW for solid organic growth with best-in-class margins and returns and we remain solidly on track to meet or exceed our 2017 performance goals. With that, I'll now turn the call over to Michael.

Michael?.

industrial and consumer. We continue to see solid organic growth in our consumer-facing businesses, such as Automotive, Food Equipment, and parts of Specialty and Construction, which represents about 60% of our total revenues.

In the quarter and year-to-date, these businesses are up 5% organically, so 60% of the company is growing at 5% in a tough environment. On the other hand, our industrial-facing businesses, like Welding, Test & Measurement/Electronics, declined in the high single digits organic.

That said, we continue to invest in all of our businesses, including those that serve the industry (7:06) economy, as we're confident that the CapEx cycle will eventually turn in our favor. Strong cash generation is a hallmark of ITW and this quarter was no exception, with free cash flow of $644 million, 126% of net income.

We expect a solid fourth quarter and remain firmly on track to meet or exceed our 100% cash conversion target for the year. Good progress on after-tax return on invested capital, now solidly above our long-term target of 20%-plus in the quarter and year-to-date.

So in summary, with revenues down 9%, ITW delivered 9% EPS growth along with record operating margin performance, record ROIC and strong cash flows.

And just as important, we fully expect this positive momentum from Enterprise Initiatives to continue to contribute about 100 basis points of margin expansion going forward, including in 2016 and 2017, independent of volume growth.

Needless to say, this positions ITW very well in the current environment and gives us confidence in meeting or exceeding our 2017 performance goals. Revenue by geography on page five reflects the environment we just talked about.

North America was down 2% as declines in Test & Measurement/Electronics and Welding offset strength in Construction, up 7%; Food Equipment, up 6%; and Automotive, up 5%. EMEA was down 1% despite another strong double-digit performance by the Automotive team.

Asia Pacific was down 4%, as China, which is less than 5% of revenues, was down 8% this quarter. Declines in Welding, Test & Measurement/Electronics and Automotive were partially offset by solid growth in Construction products. Finally, South America was down 4%, as Brazil, which represents about 2% of total ITW sales, declined 7%.

Our emerging market exposure is fairly limited, and while the environment globally is a little more challenging, ITW is well positioned to offset end market conditions with strong margin performance, as you will see on the next page.

On page six, operating margin is once again the highlight of the quarter with 22.7% being an all time high for the company. Margin performance was strong across the board, that's four segments improved by 200 basis points or more.

Construction was up 420 basis points; Food Equipment, up 320 basis points; Specialty Product, up 270 basis points; and Automotive up 200 basis points. Volume declines in Test & Measurement/Electronics, Welding and Polymers & Fluids led to lower operating margin in those three segments on a year-over-year basis.

That said, these businesses are still operating at best in class margins, particularly Welding, which maintained 25% operating margin in the face of significant volume declines.

On the right side of the page, the number one driver of margin expansion this quarter was once again Enterprise Initiatives contributing 110 basis points, slightly better than expected. Price/cost was favorable, 20 basis points, and lower restructuring versus prior year drove 70 basis points of the 90 basis points in the other category.

As Scott mentioned, the restructuring costs associated with Business Structure Simplification are starting to moderate, and we expect to spend $60 million to $70 million on restructuring this year.

So overall, very good progress on sustainable margin improvement so far, and clear line of sight to further incremental margin opportunities going forward. Turning to page seven, on the left side, you can see the operating margin by segment on a year-to-date basis, with 150 basis points of sustainable margin improvement so far this year.

For some additional color by segment, let's start with Automotive OEM which had another strong quarter as organic revenue was up 5% on worldwide auto builds that were flat. Europe continued to outperform auto builds with double-digit revenue growth.

North America was up 5%, in line with auto builds, but excluding PLS, this region would have outperformed auto builds by approximately 300 basis points. As expected, China was down 5%, as global automotive manufacturers, where ITW has higher content, declined 15%, significantly more than domestic Chinese manufacturers.

This implies about 500 basis points of penetration gains, very much in line with our past performance. And operating margin was 25.4%, an increase of 200 basis points.

In our Test & Measurement/Electronics segment, organic revenue declined 11% in the quarter in a challenging demand environment for capital equipment and in the face of a good year ago quarter, above 5%. Lower volume caused operating margin for the segment to decrease 210 basis points to 16.6% in the quarter.

Adding back the non-cash charges from the amortization of acquisition-related intangibles, operating margin is above 20%. Food Equipment, also had a good year ago quarter, but organic growth was still up 3%, as North America led the way with equipment up 8% and service up 4%.

The team continues to do a very good job achieving above market growth across the portfolio through customer backed innovation. Internationally, equipment revenue was down 1%, compared to strong 8% growth in the year ago quarter. And record operating margin of 26.3% was up 320 basis points.

Polymers & Fluids on page nine was down 3%, with polymers down 8% partly due to a decline in the European offshore wind business. Fluids down 4% due to weak industrial MRO trends, while automotive aftermarket, which is more oriented towards the consumer, was a bright spot of 2% due to successful new product launches.

As discussed earlier, a tough quarter on the top line in Welding, down 10% organically, compared to a strong quarter, up 5% in the year ago. Weakness in North America, which represents about 75% of the segment's revenues was broad based, and organic revenue was down 8%.

International was down 17%, primarily due to oil and gas and PLS of low margin business in Europe. As you can see from the margin performance, the team continues to do a very good job maintaining best in class margins supported by the 80/20 focus on highly differentiated equipment, which represents approximately two-thirds of the business.

On slide 10, Construction Products had another good quarter on the top line with organic revenue growth of 4%. North America, which is about 40% of this segment, was up 7%, due to continued positive momentum in the renovation/remodel hard and, to some extent, commercial.

Europe was down 2% as we continue to focus on PLS and restructuring, activities that in the near term position the business for accelerated organic revenue growth with much improved margin performance. Asia Pacific increased 5%, with strong performance once again in Australia.

Operating margin came in at a record 23.1%, an impressive 420 basis points of improvement. In Specialty Products, organic revenue was flat with growth in consumer packaging offset by PLS. North America was flat and international was down 1%. And operating margin improved significantly by 270 basis points to 24%. On page 11, let's turn to the guidance.

And we've updated the organic outlook for the demand levels that we're seeing in our businesses today. And as a result, we expect the year to be flat to down 1%.

Due to the reduced revenue assumption, we're lowering our full year EPS guidance by 1%, or $0.05 at the midpoint, to $5.05 to $5.15, which is 9% year-over-year growth at the midpoint despite the long list of external headwinds we talked about earlier. We also expect record operating margin of 21%-plus, and record after-tax ROIC of 20%-plus.

Turning to the fourth quarter, our EPS guidance is in the range of $1.15 to $1.25, which includes $0.08 of negative currency impact. We also saw some (15:29) last year that we don't expect to repeat this year. Based again on current levels of demand, we expect organic revenue growth to be down 1% to 2%.

We're confident that the positive momentum on our Enterprise Strategy and our proven operational capabilities position the company for continued strong performance. In fact, looking forward, we have good visibility to a significant portion of our total shareholder return target of 12% to 14%.

With about 100 basis points of margin improvement from Enterprise Initiatives in each 2016 and again in 2017, along with disciplined cap allocation behind an attractive dividend and buyback and/or acquisitions, we are more than halfway to our target without the benefit of organic growth. With that, let me turn it back over to Aaron..

Thanks, Michael. We'll now open the call to your questions. Please be brief so as to allow more people the opportunity to ask a question. And also please remember, one question and one follow-up question only..

Thank you. We will now begin the question and answer session. Our first question will be coming from the line of Joe Ritchie of Goldman Sachs. (16:55) your line is open..

Thank you. Good morning, everyone..

Morning..

Hey, Michael, I like the way you broke out your business, and that 60% of your business was growing at about 5%, and 40% of your business was down about 10%. And clearly from an underlying market standpoint, you guys expect the negative 1% to negative 2% trends to continue.

But if we get into 2016 and underlying trends continue to deteriorate, say, your business is down 2% to 3%, can you continue to get 100 basis points in Enterprise Initiatives in 2016?.

Yeah, so I think, Joe. So we're not going to get real specific in terms of guidance for 2016 as you would expect. The 100 basis points of margin improvement from Enterprise Initiatives is really independent of volume, so we would expect to get that even if revenues continue to be down in the 2% to 3% range.

And I think you saw again this quarter that the decremental margins, which you would apply to those 2% to 3% revenue were once again really good in the quarter in that 30% range, so that's how I would think about it in the scenario you just laid out..

Okay. Now, that's helpful. And I guess maybe just a follow-on question, digging into one of the segments. Auto OEM for example was still really strong this quarter, but also noticed that the outgrowth in builds in North America and China didn't happen as we've seen in prior quarters.

Was there any noise in the quarter that maybe drove the outgrowth lower? Or does your view on outgrowth in Auto change at all longer term?.

No, Joe, our view hasn't changed. I mean, historically, we've outperformed auto build to the tune to 400 basis points to 500 basis points, which we did again at the global level. What you're not seeing in the numbers in North America is that we actually have 300 basis points of product line simplification, so this is revenue that came out.

If you add that back in, we outperformed auto builds by 300 basis points in North America. In China, what you're seeing is that about two-thirds of our business in China is with the global auto OEMs, and that's where we have significantly higher content. And their builds were down about 15% in the quarter, but our business was only down 5%.

And so we continued to outperform to the tune of about 500 basis points in terms of continued penetration gains in the quarter..

Yeah, and what I would add in terms of just additional color on China is that given the sort of slowdown on build rates, what you see in the quarter is, as the OEMs lower order rates, you see a bit of a elevated level of the brakes coming on, which is sort of flowing through the supply lines and people adjusting to the lower build rate.

So all in all, we were pretty happy with how we tracked in auto in the quarter in China, given all that was going on over there..

Got it. That makes sense. If I could maybe sneak one more in. Scott, just a broader question on....

Sure..

The backdrop just getting a little bit worse here and clearly the next step of the story for ITW is really kind of positioning the portfolio for growth.

And so, any additional color that you can give us on the two-step program and your ability to really, from a timing standpoint, start to see some growth in your portfolio in light of a pretty tough economic backdrop?.

Yeah, we will spend some more time on that in December, as we talked about, but I think in general, I actually feel really good about – Michael talked about we have 60% of the company, net of the PLS, is growing 5% this year-to-date, and it's a combination of starting to do the kind of work we're talking about.

So, I think it's a real mixed bag, as you look at the diversity of the portfolio right now, primarily because of some real pressure on the CapEx side in Welding and Test & Measurement. I think if you sort of net that away, we're actually throwing up some pretty good progress in terms of organic in the other parts of the company.

I think if – with a view that says oil and gas is probably not going to get a lot worse and may not recover for a while, but the negative goes away next year, we just hold those businesses where we are and we get the rest of the portfolio to continue to grow at the rates we're growing at, it may be accelerating a little bit.

I think we're set up to certainly generate some incremental improvement next year..

And I would just add, Joe, that the other thing, and Scott talked about this, that we expect our product line simplification activities to moderate, really beginning in 2016. And so, that reduced organic growth rate by 1 percentage point and that will be less of a headwind on organic growth next year..

Okay, great. Thanks, guys. I'll get back in queue..

Thank you. Our next question will be coming from the line of Deane Dray of RBC Capital Markets. Your line is open..

Thank you. Good morning, everyone. Scott, you touched on this in your prepared remarks, but maybe if you can give us a bit more color on these industrial headwinds. And ITW is so broad-based, you do see so many different end markets. People are calling this an industrial recession.

You wouldn't see it in your margins, but just in terms of the key verticals, any changes in customer behavior or project pushouts? It would be interesting how you are characterizing the slowdown..

I actually think – going back to earlier in the year, I think the underlying demand trends have been pretty steady – had been down, so again, we're talking about – in oil and gas piece of it, we're talking about more broadly from the standpoint of what we're experiencing, a slowdown in CapEx investment, generally.

I think currency has a lot to do with that, at least in North America. We haven't seen a lot of, let's say, things getting a lot worse over the last two quarters, two and a half quarters. I think things are sort of holding where they are at the bottom. They're certainly down a significant degree.

Some of the change in the relative performance is a function more of the comps. We actually had two pretty strong quarters in those businesses in Q3 and (23:31). So we're not seeing a lot of what I would describe as further erosion, but a lot of sluggishness on the CapEx side..

Yeah, I would just add if you look at the revenue numbers and the double-digit declines in Welding and Test & Measurement/Electronics this quarter, I mean, that is typically what we would expect to see in a recessionary environment.

So I would just say what Scott said, it's hard to see that we continue to deteriorate much further from where we are right now..

All right.

And then, just to switch gears over on the Construction Products side, and again I will always use your data points and weigh those higher than I would, let's say the ABI [Architecture Billings Index], which was back up over 50, how are you characterizing your opportunities across non-res today? And then, I just have to call out those are very impressive margins for this quarter in that segment..

Yeah, thank you. I mean, I think the Construction team has been working for the last two and a half years on implementing BSS in Sourcing and you're seeing some terrific progress. If you had told that team two years ago margins are going to be solidly in the low to mid 20%s, I think everybody would have signed up for those types of margins.

So just on Construction, specifically, what you saw in the quarter, North America, up 7%, really led by renovation/remodel, up double-digit.

So again, back to the consumer-oriented, consumer-facing businesses, residential was flat to down slightly in the quarter, and commercial was up slightly; but really the big driver here was on the renovation and remodel side.

And just quickly globally, Europe, the focus there is still very much on restructuring; so quite a bit of PLS, again, in the quarter. France was actually positive. You don't hear those two words combined too often, France and growth; but France was positive.

And then, in Asia Pacific, Australia, another really solid performance, up 5% in the Construction business..

But non-res overall, flat to a little bit better (25:54)..

Yeah. Correct..

Thank you..

Thank you. Our next question will be coming from the line of Mig Dobre of R.W. Baird. Sir, your line is open..

Automotive, Food Equipment, Construction, et cetera.

As we look forward, what sort of needs to happen in terms of your own internal action in order to drive margin expansion in some of the segments that have been lagging? Are we sort of reliant, still, on these segments that have been driving margin expansion to continue that process into 2016, or can we actually see some of these other segments work as well?.

I think, Mig, if you go back to the last earnings call, I think we showed the progress on margins since we started the Enterprise Strategy, and there really are no laggards here. I mean, we've made substantial improvement across all of our businesses.

What you saw this quarter was a little bit of an anomaly with some volume pressure leading to lower margins in three of our businesses. But if you look at – underlying that, there's still 100 basis points of margin expansion from the kind of the self-help from the Enterprise Initiatives in those businesses. And we would expect that to continue.

Obviously, volume helps, but we're not counting on it and we feel good about still having another 100 basis points of margin expansion across the company in 2016 and 2017.

And I'll just point out, this quarter, 180 basis points of margin expansion with more than half, 110 basis points of that, coming from things that are largely within our own control.

So we would expect all of our businesses, Mig, to continue to make progress over the next two years here, just the way we had planned it out when we embarked on the Enterprise Strategy three years ago..

Okay. I appreciate that. And then, maybe sticking with Welding, going to your North American commentary, mentioning broad weakness there. I guess I'm trying to maybe get better clarity in terms of what you're seeing by end market, and also potentially, the cadence, if you can comment on that, in terms of demand or orders through the quarter..

Yeah, so Mig, nothing unusual in terms of the cadence through the quarter. So we didn't see trends deteriorate or improve. I think if you look at Welding down 10% in the quarter, about half of that decline came from oil and gas.

About 4 points of that came from the industrial side, so that's where you'll pick up heavy equipment, some of the mining, agriculture. And then the commercial business actually held in there, down 1 percentage point out of the 10%. So nothing surprising and very consistent with what you're hearing across the board.

I will just point out that – and I made the point in the script, that two-thirds of our business is equipment, because that's where 80/20 will tell you, that's where the margins are. It's a much more differentiated product.

And so when you are in this part of the CapEx cycle, you will see, at least in the near term, some larger declines on the equipment side than on the consumable side. But I think if you look then at the margin performance of Welding again, in the quarter and year-to-date, it really shows why we're focused on the equipment side.

But you will see some different growth trends in consumables versus the equipment side. So I just wanted to point that out..

Sure.

Is there any way you can comment on consumables specifically in terms of volumes there?.

So, it's about a third of the business and consumables were flat in North America, down slightly outside of the U.S. and Asia Pacific and Europe..

I appreciate it. Thank you and good luck..

Thank you..

Thank you. Our next question will be coming from the line of Nigel Coe of Morgan Stanley. You may proceed..

Thanks. Good morning. And Scott, I think you put it quite well when you mentioned two-speed economy, consumer versus industrial. But I thought your comments about relatively steady trends was interesting, because given that it looked like broader industrial activity stepped down in September versus the trend line for the quarter.

So I'm wondering, did you see a significantly weaker September versus what you normally see? And perhaps you could make some comments on what you're seeing so far in October..

Yeah, we did not see any change in order rates in September relative to the overall quarter, and October it's a little too early to tell..

Okay. Fair enough..

Haven't heard anything. If there was something major going on already, we'd have heard about it, but....

Okay, that's....

(31:18) this early in the quarter..

Yeah, sure. I understand that. But it just seems that the trend you're referring to is a little bit different to what we're hearing elsewhere, but understand that. And then, on, obviously, very strong margin, in light of the volumes, so congratulations on that. Just maybe, Michael, on the SG&A.

SG&A stepped down quite a bit from 2Q to 3Q, so I'm wondering was there something that drove that? Is that just Enterprise Initiatives kicking in or is there some elements of discretionary savings in this quarter?.

It's really all of the above. A big part of it is currency, but also a continued impact from Enterprise Initiatives and then just discretionary cost management are the main drivers here..

Okay. I'll leave it there. Thanks, guys..

Thanks..

Thank you. Our next question will be coming from the line of Joel Tiss from BMO. You may proceed..

Hi, guys, how is it going?.

Morning..

Good..

Just two ones quick.

I wonder, is less PLS, going forward, is that going to stunt the rate of margin improvement a little bit?.

No..

Unanimous. No, I mean, I think PLS certainly has contributed in terms of improving the margins of the portfolio....

But less in terms of the cost takeout that we get....

Yes..

By taking these lower profit product lines..

Right, right..

And we take out the lower margin product lines and all the costs associated with that, so it helped. but as PLS moderates, it doesn't impact margins in a significant way..

And then I guess as you get more organic growth, the incremental margins on that are much higher than other businesses?.

Yes, that's correct. Yes..

Can you also give us a quick comment if you're seeing acquisition prices, are they starting to improve? Is that setting up over the next couple of years to be a more attractive use of capital?.

I don't know if I could say, Joel, that things have changed in terms of pricing. If I can just make a broader comment on capital allocation, I think as you saw this quarter, this business model generates a significant amount of free cash flow and we have a strong balance sheet and we continue to be very disciplined.

Our priority number one is invest in our businesses for growth and productivity, and we're doing that in a significant way. We raised – the board raised the dividend, 13% this quarter and then the balance, which is a significant number, is available for external investments, acquisitions, and/or share repurchases.

And our view of acquisitions has not changed from what we laid out at the investor day a year ago. They still play an important role. I would just make a comment that we're looking at a number of things, nothing imminent on the acquisition front and we'll continue to keep you posted on that as we go forward..

All right. Thank you very much..

Thank you. Our next question will be coming from the line of Andy Casey from Wells Fargo Securities. You may proceed..

Thanks a lot. Good morning, everybody..

Morning..

First on price/cost, it was in line with your expectations.

I'm just wondering within that, is it really as stable as it seems or did you see some price erosion that was offset by lower costs?.

No, I think, Andy, it really is in terms of our ability to maintain and get price, nothing has changed. I think on the cost side, we're starting to see a little bit of favorability on the material costs side, as well as in resins and in metals. And some of that gets passed on to the customer, but some of that is flowing through.

And we've been very steady in terms of 20 basis points, I think, every quarter this year, and we would expect to be able to maintain that going forward..

Okay. Thanks a lot, Michael. And then I'd like to ask a little bit of a bigger-picture question here. Welding operating margin performance, even though it's stepped down a little bit on steeper organic decline, it's holding up pretty well.

Does that give you any increased confidence that maybe the margin performance for overall ITW might be a little more resilient in the next recession than what occurred in the 2008-2009 with the 400 basis point drop (36:09)?.

Yeah, definitely.

I mean I think you look at the decremental margins in some of our businesses that were down this quarter, and the really strong performance out of Welding, I think that suggests that as we go through this Enterprise Strategy, we have a really high-quality, highly differentiated, diverse business portfolio, and I would argue we are as well positioned if not better than ever before in the event of a more significant downturn or even a recession..

Okay. I'll pass it on. Thank you..

Thank you. Our next question will be coming from the line of Jamie Cook of Credit Suisse. You may proceed..

Hi, good morning. Two questions.

One on the material cost, back to that, I know you had the 20 bps tailwind which was what you expected, but the price/cost, was it more pronounced, the benefit, was that equally spread across the different segments, or was a couple of the segments more pronounced? Because I look at some of your margins in some of your businesses and they're just like Food having a 26% and change margin.

That's just, relative to your peers, it's impressive. And then I guess my second question is more bigger picture, again, you talked about your mix between consumer and industrial, 60%/40%.

I guess when you're evaluating acquisitions right now, do you sort of think the consumer/industrial mix is the right mix? And also in your evaluating acquisitions, is there any appetite for acquiring businesses with more of a recurring earning stream, or longer cycle type businesses? Thanks..

Yes, so why don't I do the price/cost and maybe Scott, if you want to comment on the M&A question.

I think what we're seeing including in Food Equipment, that a big driver of price here is the ability to launch new products that solve some challenging problems for some pretty sophisticated customers, and I think you're seeing that certainly in Food Equipment. You're seeing it in Welding, you're seeing it in Automotive across the portfolio.

So that's really more a driver than anything else. I'd say across the portfolio, really good performance from a price standpoint, and nothing unusual in the quarter. And then maybe, Scott, on the M&A side..

Well, I think the question relates again to our thinking around portfolio construction.

I think the way we think about it is our most important job is to make great choices about owning and investing in businesses where this business model has great potential to generate long-term, sustainable competitive advantage, so we're not trying to think a lot harder beyond that. We own great businesses that really fit our business model.

We generate great margins, great returns on capital. Those businesses then, based on the margin profile, are very resilient when they're under pressure. So, we have no targets in terms of industrial versus consumer.

The 60/40 mix is today a function of the seven businesses that we obviously went through a very rigorous portfolio review, concluded that those seven are great fits with the portfolio strategy that I just talked about, it's 60/40 today in some respects, because of the declines in those industrial businesses, so that mix is probably more like 50/50 when it's normalized, but that's more a byproduct of the decision-making process than necessarily any specific target.

So we're well balanced. I think if you look at the resilience in terms of the overall company and we're still growing earnings through a time when there's some real challenges and pressures out there. So there's some real strength in having the ability to select from a number of different industries that have different attributes.

And then on the recurring revenue, I think we're very comfortable in businesses where we have great recurring revenues with the Food Equipment with service and equipment, but we also have other businesses where we're largely playing one side or the other. Automotive is an all consumable business.

I think again, it goes back from our standpoint to the margin profile and how differentiated those businesses are, how well they fit our business model. And we have no sort of requirement around trying to mix recurring versus nonrecurring as much.

So we want to be in industries where the products we make really do something meaningful for the customer and are areas where we can really do something unique and special for those customers..

Okay, thanks. I appreciate the color. Congrats on a nice quarter..

Thank you..

Thank you. Our next question will be coming from the line of Ann Duignan of JPMorgan. Your line is open..

Hi, guys, good morning..

Morning..

Most of my questions have been answered, but I just wanted to ask you on the Automotive business, your European exposure.

Can you talk about who your largest OEMs are there? And do you have any exposure to VW? And what's your outlook or your assessment of what might happen in the automotive sector in Europe going forward?.

Well, they are – VW's a customer. It's a nice relationship. It is not a dominant relationship by any stretch, and any share loss there.

We're pretty broad based among all the globals, so to the extent they have run into some – there's some things that happened as a result of what's going on right now, we're certainly well positioned to the extent other OEMs pick up any share that they lose. I think we're pretty agnostic, overall..

Okay. That's helpful. Thank you.

And then, can you just talk a little bit about Welding and Test & Measurement, your long-term growth targets for those businesses? Are those under review right now? Are you still confident that you can grow those businesses as you thought you could two years or three years ago?.

Yeah, I think we still like the fundamentals a lot. We've talked about Welding in the past.

That's a business that we've grown at right around 9% organic compounded since the early 1990s when we got into the business, and whether from here forward that's 7% instead of 9%, we'll see as we go forward; but I think we have a lot of conviction in the fundamentals there.

And likewise on Test & Measurement, there's some positions we have there that are really tied to global manufacturing – in quality in global manufacturing that on a long-term basis we still believe very much have the potential to generate organic growth at or above the overall Enterprise target.

So I think we're still very bullish on the long-term prospects in both. I think this currency – this short-term change in relative currency rates, as you would expect it, to the extent you're a U.S. manufacturer exporting any meaningful percentage of your output from your plant, either that's gone to Europe or you're worried about it going to Europe.

So I think there's a lot of sort of logic around the fact that the spending environment right now is very sluggish.

And I think, frankly, on the European side, there's enough surplus capacity over there where you're not seeing that investment pick up, yet, given the kind of recessionary environment they've been in for the last two years or three years.

So all that will shake out over the next 12 months or 18 months, and I think we'll be certainly seeing much better performance from those two businesses. Both are – look at the margin profiles. You can barely differentiate it; great niches in great industries.

So we'd love for them to be doing better right now, but we're certainly not any less enthusiastic about their fit and their ability to perform for us at a high level long term..

Okay. I appreciate it. I will turn it over. Thank you..

Thank you. Our next question will be coming from the line of David Raso of Evercore ISI..

Hi, good morning..

Your line is open..

Thank you. Just a quick question, trying to think of the parameters around the balance sheet usage in cash flow; obviously been drawing down the shareholder equity a lot the last couple years. It's been cut in half. The net debt is obviously up a bit as well.

So I look at net debt to capital of 37%, but that said, your net debt to EBITDA – trailing EBITDA is only 1.4.

When we think about use of balance sheet, maybe even above and beyond, obviously, just using the cash flow, what are the parameters we should be thinking about where you start to get a little uncomfortable with the leverage, either be it debt to cap or trailing EBITDA? Just give us some views around cash flow (45:23).

Yeah, I think, Steve (sic) [Dave], I'll go back to what we said earlier is that, as you pointed out, this is a company and a business model that generates a lot of cash. I think we are very comfortable with our current leverage at 2.3 times debt to EBITDA.

It supports a really strong top-tier credit rating; gives us access to credit at very favorable terms under current conditions. And it still gives us some flexibility in terms of being opportunistic around the things we talked about, which is M&A as well as share repurchases, which obviously we've leaned in to quite a bit, as you mentioned.

So I think we're certainly not nervous when we run these scenarios in terms of what a recession might look like and the performance of the company. As you know, we generate even more cash flow in a downturn, and so we feel very good about where we're at in any scenario here with our current capital structure.

And going forward, as we said earlier, we'll continue to be very disciplined in terms of capital allocation..

I guess more pointed, though, I'm not necessarily even looking at the downside scenario. I'm just thinking if you're looking to utilize the balance sheet, maybe add a layer to the story here that 2017 on the margin improvement isn't that far away now, right? So (46:51)....

Yeah, okay. I mean, I think, as you see – what will certainly happen, if you look at our overall debt levels will continue to go up as our EBITDA grows, right, if that's what you're trying to get at.

And so, we're very comfortable with that and at this point we don't have any plans to, here in the third quarter, change the way we think about our capital structure and that we're comfortable with the leverage we have on a gross and on a net basis.

And we review it frequently and, if things change, we'll certainly keep you updated on that; but for now, I wouldn't expect any significant changes..

So just think of it as – and you were using total debt, I was using net debt, but the idea's whatever leverage you have now, just think of that as how you'll look to run the business over the next 12 months to 18 months?.

Yeah, I think that's a good way to think about it. Yes..

That's helpful. Thank you..

Sure..

Thank you. Our next question will be coming from the line of Mr. Steven Fisher of UBS. Your line is open..

Thanks. Good morning..

Morning..

Scott and Michael, you both mentioned that you're on track to hit your 2017 performance goals.

Should we assume that that still includes 200 basis points of organic growth above global GDP? And if so, how much of that outgrowth do you expect to come from your end markets growing faster than GDP versus your internal initiatives?.

Well, the answer to the first part is yes, and the answer to the second part is it's our business is outgrowing their underlying markets. So we've got, in the markets that we are operating in across all seven of our businesses, in every case, we think the fundamentals in terms of are they at least GDP growers at the market level? Absolutely.

Some will certainly grow faster than others. But the real work is on the positioning that we've been doing the last couple of years to get in front of the highly differentiated pieces of these larger global end markets and position ourselves to really leverage these highly differentiated positions with additional penetration.

So Auto's a good example, Food Equipment's a good example and also crank up the new product pipeline, which is what we've been in the process of doing for the last 12 months or 18 months.

So we're going to generate that result more from us growing faster than the underlying markets that we're in, if that – hopefully I'm saying that clearly – than we're trying to pick markets that we think are going to grow faster than GDP..

Yeah. I was just trying to get a sense of whether you're assuming that you have some sort of confidence that your markets are not going to be declining, that they'll maybe be at least kind of flat; because I would expect (49:45)....

Yeah, I think that was a big part of our portfolio review going back to the beginning of this Enterprise Strategy is we wanted to be in – we didn't want to certainly be investing in markets where there was just fundamental pressure in terms of shrinking – pressures on the underlying markets.

And I think across all seven businesses, we feel really good that we're in industries that have certainly some really solid long-term support in terms of growth rates of at least GDP. Some of them may be a little bit better over time. And then our job is to grow faster than the underlying market growth rates..

Okay, that's helpful. And then North America has slipped into a decline year-over-year, as you mentioned, due to the industrial side.

What indications or signals do you receive from your businesses about the direction of North American demand broadly? I mean, should we be assuming that the industrial side and maybe some tougher comparisons are going to keep North America in negative territory for a few quarters or can that flip back around?.

I don't think so. I think ultimately right now, we're going through the year-on-year comps, the underlying demand rates, if you break it down to kind of daily average order rates, even in the industrial businesses have been relatively steady now for two and a half quarters.

So I think, at a minimum, we take – next year, we take the negative away of the contraction. We're not necessarily seeing anything yet that's saying it's going to start to turn the other way.

But certainly the declines this year, and Michael talked about even we're running into some comps in the Q3 and Q4 where we actually had pretty good performance in those businesses last year on a relative basis, that is on a year-on-year percentage comparison probably making it look like it's getting worse, but underlying the demand has been pretty flat.

So I think things seem to be holding pretty steady right now, and as we move into next year, the comp issue goes away and if nothing else, if we're flat instead of down 10% in the industrials, obviously that's a net positive and we keep the commercial side going.

There's another, as Michael said earlier, 60% of the company growing at right around 5% gross. And then we get at least 0.5 point pickup from the decline in product line simplification. So I think if things hold where they are, we're in a pretty good spot to start to see some positive movement on the top line next year, organically..

Great. Very helpful. Thanks..

Thank you. Our next question will be coming from the line of Walter Liptak of Seaport Global. Your line is open..

Hi. Thanks. Good morning, everyone. My question is in Test & Measurement. I think in your presentation, you called out the purchase accounting charges. I wonder if you can help us quantify those.

And do you see any of those recurring in the fourth quarter?.

We had a bit of an industrial accident. Could you repeat the – we missed the second half of your question. Sorry..

Okay. Yeah.

Do you have purchase accounting charges in Test & Measurement? How much were they this quarter, specifically, and next quarter do we get (53:10)?.

Yeah so I think if you go to, well, the last page, the appendix page in the earnings slides, you'll see that we lay it out for each one of our seven businesses, and also at the total ITW level.

And so you can see there, Test & Measurement/Electronics, 410 basis points, and then the other significant one due to recent acquisitions is Polymers & Fluids. So if you add that back, that's 490 basis points. And at the ITW level, there's 180 basis points here of non-cash charges included in the operating margin of 22.7%.

Over time, as we amortize the intangibles, that will go down. Q4 will be a lot like Q3, but over time, over a longer period of time, you would expect that impact to continue to go down, as it has done this year. So that's a good way of looking at it..

Okay. Okay, great. And then sticking with Test & Measurement, you mentioned that these businesses were part of a global capital spending cycle.

I wonder if you could tell us where you think we are? Are we bottoming out now? Or is it similar to some of the other industrial, where – that you should be steady and easier comps as we head to 2016?.

Yeah, I think Scott gave you kind of the broader view of that. I would just – tying it back to the guidance, I mean, as you know, we assume current demand levels with some adjustment for seasonality, so we're not expecting, in the near term, a pickup in the CapEx cycle.

On the other hand, we're also not expecting it to further deteriorate, from – when we look at current revenue per day inside these businesses, that's what we're using to project forward, so hopefully that answers your question.

Now, I will just make the point that since you asked about Test & Measurement, that business was up 5% in the year ago quarter, and the comparisons get a lot easier here in the fourth quarter, so you wouldn't expect as steep a decline in Q4 as you saw in the third quarter for Test & Measurement and Electronics..

Okay, great. Thank you..

Thank you. Our next question will be coming from the line of Eli Lustgarten of Longbow. Your line is open..

Thank you very much. A quick question on the guidance change.

Can you indicate, when you took down the top line and the earnings of where it's impacting the numbers, I mean can you give an idea what changed to cause you to take down the guidance fourth quarter? I know it's a current business run that's going on, but can you give us some indication of what across the board changed? Or anything specific cause the change? And whether – if it continues into the first half, are we going to be talking 2016, first half – second half comparison to the first half will be continuing a weaker run rate and then have some improvements as the comparisons get easier?.

Yeah, so the guidance change for Q4 is pretty straightforward. So it's basically when we update the revenue for the current demand levels, that leads to a lower revenue number, and applying a decremental margin to those revenues leads to $0.08 of EPS impact, and so if you look at the....

Where is that? I understand the current run rate, but is that broad based across all the businesses or is there something specific that changed that causes the reduction?.

No, that's broad based across the business. Every business we look at it the same way and then at the enterprise level, it adds up to a lower organic growth rate, and then with the decremental margin on that, that's the $0.08. So that's really the only change here.

As you'll see, currency gets a little bit easier here in Q4 and then hopefully next year, we won't have as much headwind on currency next year. Certainly at current rates, that's the case, and so that will help out next year. But again, we're not ready to talk about demand in 2016 and organic growth in 2016 yet.

We'll have to save that for our Analyst Day in December..

I guess what I'm looking at, if you're adjusting the things downward in the fourth quarter, I mean, it's unlikely to have much of a change, at least in the first part of 2016. So I mean the emphasis of growth has to be back-end loaded. That's really what I'm asking for next year..

Not necessarily..

All right. I look forward to December 4. Anyway, thank you..

All right, thanks..

Thank you. Our next question will be coming from the line of Joe O'Dea with Vertical Research Partners. Your line is open..

Hi, good morning. First, just on inventory conditions through the channel and general assessment on kind of how lean those inventories may be and whether or not, as destock has been an issue over the course of the year, whether you see that starting to ease or you have line of sight into when that eases..

Yeah, in the business where we go through distribution, we don't have a really good handle on inventory levels across our very fragmented customer base, and so I don't think I have a good answer for you on that one..

Okay. And then maybe I guess shifting over and as you talk about the business on the industrial side and the consumer side, if you can talk about price trends within those kind of two splits of the business.

And whether or not maybe the consumer side in holding up, you've seen some pricing there that's been (59:23) offsetting any recent pressure on the industrial side..

Yeah, there's really no significant difference. I mean, again back to what I said earlier with – the big driver of price here is new products that get launched that solve some pretty challenging problems for sophisticated customers, and then you see that – Food Equipment's a good example and Automotive and others.

That's really the main driver of price here. And it's very similar trends across industrial-facing and consumer-facing businesses as we sit here today..

Okay. Thanks very much..

Sure..

Sure..

Great. And that concludes our time right at the top of the hour today. Thanks everyone for joining us. And we'll look forward to talking to you all real soon. Have a great day..

That concludes today's conference. Thank you for participating. You may now disconnect..