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 Alfred Ritchie - Goldman Sachs & Co. Andrew Kaplowitz - Citigroup Global Markets, Inc. (Broker) John G. Inch - Deutsche Bank Securities, Inc. Scott Reed Davis - Barclays Capital, Inc. Deane Dray - RBC Capital Markets LLC Mig Dobre - Robert W. Baird & Co., Inc.

(Broker) David Raso - Evercore ISI Institutional Equities Joel Gifford Tiss - BMO Capital Markets (United States) Andrew M. Casey - Wells Fargo Securities LLC Nicole DeBlase - Morgan Stanley & Co. LLC Jamie L. Cook - Credit Suisse Securities (USA) LLC (Broker) Ann P. Duignan - JPMorgan Securities LLC Steven Michael Fisher - UBS Securities 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, please disconnect at this time. And now I will hand the call over to Aaron Hoffman, Vice President of Investor Relations. Mr.

Hoffman, you may begin..

Thanks, Anna, and good morning and welcome to ITW's fourth 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 fourth quarter and full-year 2015 financial results, update you on our 2016 earnings forecast and discuss the acquisition that we announced on Monday.

Before we get to the results, let me remind you that this presentation contains our financial forecast for the 2016 first 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 third 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. With that, I'll turn the call over to Scott..

Thanks, Aaron, and good morning. Overall, we were pleased with our performance in the fourth quarter and for the full-year as we continued to execute on our Enterprise Strategy and deliver strong results in a challenging but stable environment.

In 2015, ITW grew earnings per share 10%, expanded operating margins by 150 basis points to a record of 21.4% and improved after-tax return on invested capital by 140 basis points to a record 20.4%. Free cash flow was strong in 2015 at a 106% of net income, and we invested roughly $560 million in our businesses for growth and productivity.

In addition, we returned more than $2.7 billion to shareholders in the form of dividends and share repurchases. In 2015, we continued to make significant progress on the execution of our Enterprise Strategy as evidenced by more than 100 basis points of margin improvement from our self-help enterprise initiatives.

As a reminder, we expect an additional incremental 100 basis points of margin expansion from our Business Structure Simplification, Sourcing, and 80/20 Excellence initiatives in each of 2016 and 2017.

In 2015, we also began our pivot to focus on our organic growth agenda, and we made meaningful progress with 60% of the company's revenues achieving ready-to-grow status and 45% growing at 6% in 2015.

We continue to execute the various elements of our Enterprise Strategy in a well-planned and logical sequence as we position ITW to deliver solid growth with best-in-class margins and returns, and we remain firmly on track to deliver on our end of 2017 enterprise performance goals.

I'd like to close by thanking all of our ITW colleagues around the world for the great job that they continue to do in serving our customers and in executing our strategy. I'll now turn the call over to Michael, and then, I'll be back to discuss the acquisition that we announced earlier this week.

Michael?.

Thank you, Scott, and good morning, everybody. As you saw this morning, ITW delivered another strong quarter. EPS of $1.23 increased 4% versus prior year, 11% excluding currency.

Our results were driven by strong execution across the board as operating margin improved 110 basis points to 20.7% and our self-help enterprise initiatives contributed 110 basis points of improvement. Organic revenue was modestly better than our guidance with some credit challenging comparisons in a few segments.

While demand for capital equipment remains sluggish, underlying demand trends were stable across our business portfolio. Adjusted for seasonality, demand in our industrial businesses improved 4% sequentially in Q4 versus Q3.

Free cash flow was very strong at 140% of net income, and, as you can see, we made meaningful progress on our return on invested capital metrics. In summary, stable demand across our business portfolio and solid execution drove strong Q4 performance.

Turning to revenue by geography on page five, let me just remind you that the organic revenue number includes a one percentage point impact from Product Line Simplification as organic revenue declined 0.6% with some fairly challenging comparisons in the prior year.

By geography, North America was down 1.6% with our consumer facing businesses up 2% and the industrial businesses down 5.6%. International was positive, up 0.6% with Europe, Middle East and Africa up 1.9%. Our consumer businesses grew 4.6% with strength in Automotive OEM up 10% in Europe and Food Equipment.

Asia Pacific and China were essentially flat, and it's worth pointing out that China automotive was up 14% in the fourth quarter. So overall, stable end-market conditions across the portfolio and slightly better-than-expected organic revenue performance in the quarter against a fairly challenging comparison.

On page six, strong operating margin performance once again in the quarter. Operating margin of 20.7%, improved 110 basis points, and four segments improved between 220 basis points and 420 basis points, driven primarily by our self-help enterprise initiatives and lower restructuring. Pricing was solid in the quarter.

Price/cost was favorable, 30 basis points. So strong progress on operating margin, and as Scott said, we're on track to realize additional incremental margin improvement as we go forward. On page seven, we listed full-year 2015 operating margin by segment, and you can see the strong progress since the launch of the Enterprise Strategy.

Turning to the segments, starting with Automotive OEM, another strong quarter. Organic revenue up 5% and up 6% for the year, outpacing worldwide builds of 1%. Europe was up 10% organically in the quarter and up 11% for the year. North America was up 4% and China was up 14% in the quarter and up 8% for the year.

Consistent with global industry growth rates, our 2016 guidance assumes a 1% increase in global auto builds versus 2015. Solid quarter in Test & Measurement/Electronics as margin improved 300 basis points to a new fourth quarter record of 18.1%. Demand trends in this segment improved in the quarter.

Sequentially, from Q3 to Q4, revenues were up 6%, up 2% adjusted for typical seasonality. Also another solid quarter in Food Equipment, up 2% organically, facing some challenging comparisons from last year. You may recall that Equipment was up 6% worldwide in Q4 last year.

Operating margin improved 220 basis points to a new fourth quarter record of 23.9%. North America service was up 4% and underlying equipment demand remained solid, particularly in bakery, healthcare and lodging. International equipment was up 4% on continued strong demand in warewash, cooking, and refrigeration.

Polymers & Fluids was down 3% due to soft demand related to industrial MRO, with North America down 4%, partially offset by Asia Pacific up 9%. Operating margin expanded by 70 basis points to 18.2%. Welding was down 11% organically in a tough environment and against some challenging comparisons.

You may recall that in the fourth quarter last year North America was up 10% and oil and gas was up 20%. The 11% year-over-year decline breaks down as 6 points from oil and gas, 3 points from industrial and 2 points from commercial. North America overall was down 8%, with consumables essentially flat.

International, as you can see, was down 20% due to oil and gas, primarily in onshore pipeline and offshore. But as we've talked about on the last earnings calls, the year-over-year numbers can be somewhat misleading in terms of understanding the underlying trends.

On a seasonally adjusted basis, the underlying demand trends have actually been fairly stable since the first quarter of 2015. On a seasonally adjusted sequential basis, we saw a significant step-down in demand in Q1 last year followed by slight declines in Q2 and Q3, and then, in this fourth quarter, demand actually improved 2% sequentially from Q3.

Consistent with current demand levels, our 2016 guidance assumes a single-digit decline in the Welding segment. On slide 10, Construction Products had another strong quarter on the top line and bottom line. Organic revenue was up 3% and margin was up 420 basis points.

North America was up 2% with high-single-digit growth in the renovation and remodel channel. Residential was essentially flat, and commercial was down slightly. Asia Pacific was strong, up 7% due to Australia. In Specialty Products, organic revenue was flat, with solid growth in consumer packaging, offset by the impact of Product Line Simplification.

Operating margin improved by 400 basis points, 23%. Turning to slide 11, as you know, one of the core strengths of ITW is our diversified portfolio, and in the current environment, the fact that about 60% of our revenues are consumer facing.

As you can see, in a tough environment, our consumer businesses, Automotive OEM, Food Equipment, portions of Specialty Products and Construction, are growing at an organic rate of 3% in the fourth quarter and for the full-year, and the seasonally adjusted sequential trends are stable.

Our industrial businesses, Welding, Test & Measurement and Electronics, were down 6% in the quarter, and down 5% for the year. However, if you look at the seasonally adjusted sequential trend from Q3 to Q4 revenues are up 4%.

In simple terms, based on typical seasonality, you would expect these businesses to be down 2% sequentially, but they were actually up 2%. It may be too early to call this a trend, but certainly, an encouraging data point as we look ahead.

Quickly on 2015, you can see that we continue to make significant progress on all of our financial performance metrics. EPS growth, operating margin improvement, return on capital, and free cash flow all reflect the strength of ITW's differentiated business model and our strong execution in a tough environment.

Going back a little bit further to the launch of the Enterprise Strategy on slide 13, the same holds true. More than 500 basis points improvement in margin and returns, 17% EPS CAGR, and solid progress in our pivot to growth. As Scott said, 60% of the company's revenues achieved ready-to-grow status, and 45% grew at 6% in 2015.

We fully expect that 85% of the company's revenues will be in ready-to-grow status by the end of 2016. In summary, over the last three years, really good progress, and we've done everything we said we would do. And we're on track to achieve our 2017 performance goals. On slide 14, we are reaffirming the guidance as discussed in New York on December 4.

Our organic revenue growth expectation of 1% to 3% is in line with Q4 demand levels, and includes 90 basis points of Product Line Simplification impact (12:55).

In 2016, we expect 100 basis points or more of margin improvement from our self-help enterprise initiatives, independent of volume, and operating margin is projected to be a new record of approximately 22.5%, earnings per share in the range of $5.35 to $5.55, and 6% growth at the midpoint, and 10% growth excluding currency.

Turning to the first quarter, our EPS guidance is $1.20 to $1.30, and the midpoint of $1.25 represents 23% of our full-year earnings right in line with historical patterns. Again, we expect 100 basis points from our self-help enterprise initiatives, and based on current levels of demand, we expect organic revenue growth to be flat to up 2%.

Finally, a quick update on capital allocation, given the two recent developments, and then, I'll hand it over to Scott. Earlier this week, we announced the acquisition of the Engineered Fasteners & Components business from ZF TRW for $450 million.

From a capital allocation standpoint, approximately, 70% of the purchase price will be funded with non-U.S. cash. And we expect the acquisition to generate returns on capital in the 16% to 20% range by year seven.

In addition, we see significant potential to improve the performance of the EF&C business through the application of ITW's 80/20 business management system, and we expect margins to improve from approximately 10% to 20% by year five.

The acquisition is slightly accretive to EPS in the first 12 months, and based on the expected closing date, we expect very little EPS impact in 2016, with accelerating benefits into 2017 and beyond. Finally, we're maintaining our end of 2017 performance goals. Second, based on our ability to tax-efficiently accessed $1.2 billion of non-U.S.

cash this month, we're increasing our share repurchase expectation by $1 billion to approximately $2 billion. The associated EPS benefit for 2016 is largely offset by recent currency moves, but this additional $1 billion of share repurchase also positions us very well for earnings growth in 2017 and beyond. With that, I'll turn it Scott..

Thanks, Michael and just now a couple of words on the acquisition that we announced earlier this week. On slide 17, let me start in terms of foundation and just talk about the business that we are holding on this acquisition to our Automotive OEM segment. As many of you know, we have a very focused niche strategy in this space.

We are essentially a high velocity serial problem solver for OEM and tier suppliers. The segment, in 2015, had $2.5 billion of revenue and an 8% organic growth CAGR since 2012.

As we have talked on a number of occasions, we see very attractive long-term growth opportunities in this space within ITW's very focused niche positioning, and have demonstrated some real ability to execute on that strategy over the last four years or five years as we've talked about on a number of occasions.

And we've outgrown global auto builds by over 400 basis points on average since 2012. So the addition of the ZF – the Engineered Fasteners & Components business from ZF TRW essentially gives us some additional leverage on that strategy, broadens our market positions on slide 18.

A very complementary business in terms of strategy and focus, this business is a leading global supplier of engineered fastening systems and technical components largely focused on the interior of the car. Business is headquartered in Germany, 13 manufacturing facilities and 3,500 employees globally.

Very strong solid business, excellent customer relationships, very capable operating team, and a very strong proven track record around quality and delivery execution throughout their history. On slide 18 (sic) [19], in terms of what does this business do in terms of adding to our current position, a couple of key points in that regard.

First of all, it adds several new strategic product platforms that have similar characteristics through the core product platforms that we support today, certainly have very demonstrated track record in terms of innovation. The business is bringing with it over 500 active patents.

And from the standpoint of the manufacturing customer support footprint, very tilted towards Asia, so it supplements our position in Asia.

The overall business is, standpoint of revenue by geography, is 45% Europe, 20% North America, 35% in Asia Pacific, so very complementary to our geographic footprint, which is a little more weighted towards North America. So it gives us better global balance overall.

And certainly, the last point is we see significant potential to leverage our 80/20 business management process in terms of helping the EF&C business continue to improve its operating metrics.

Operating margins on the way in (18:52) are about 10%, and as Michael talked about, we think we have line of sight on at least doubling that rate over the first five years of ownership. From the standpoint of the transaction components, purchase price is roughly one times sales.

Michael talked about the near-term accretion, certainly, modestly positive in the first 12 months, including all non-cash acquisition accounting related costs, certainly, expect to generate returns on capital well within our target, over the first seven years to 10 years of the acquisition.

Michael talked about our ability to fund 70% or so of the purchase price with non-U.S.

cash, which is an acquisition from a strategic and operational and return standpoint that we would have done regardless of funding sources, but certainly, the ability to use a significant portion of the purchase cost, the ability to use cash overseas is certainly an added benefit here, but didn't drive the deal.

And we expect to close in the second half of – or this first half of 2016. So with that, I think we're – that's all for our prepared remarks, and we'll be happy to take your questions..

Thank you.

Are we going to proceed with the question-and-answer session?.

Yes, let's begin the question and answer, thank you..

You're welcome. One moment. Our first question will be coming from the line of Joe Ritchie of Goldman Sachs. Sir, your line is open..

Thanks. Good morning, guys..

Good morning..

Good morning..

And nice quarter. Maybe starting on the 2016 guide, you maintain the guide, and it seems like you've built some margin of error in the guide also with this $1 billion repatriation.

And so, maybe talk a little bit about your opportunity to still hit at least the midpoint, maybe even the higher end of the guide, if in fact organic growth were to disappoint as we kind of progress through the year..

Yeah, Joe, I'd say on the organic, 1% to 3% guide for 2016 is based on the demand levels we're seeing in the businesses today, as per usual. So we're not counting on improvement in underlying demand or in market conditions. Based on current run rates, we are solidly in that range of 1% to 3%.

I think in terms of margin of error, what I would say is that we still have a lot of things that are within our control, in terms of our self-help. And number one on the list are the enterprise initiatives that we've continued to execute well on over the last two years.

And we expect another 100 basis points of margin expansion, independent of volume from those in 2016. If you translate that into EPS, as we said in December, that's about $0.30 of EPS growth. Certainly, in addition to that, the $1 billion increase in our share repurchase program gives us some additional EPS benefit.

Unfortunately, some of that is, depending on the timing, is offset by recent currency moves. Not so much in the euro, but primarily in Canadian and Australian dollars, the pound, but it does give us a little bit of room here.

So overall, in terms of the guidance, we feel very good about maintaining where we're at in the $5.35 to $5.55 range, and we feel really good about continuing to make solid progress on organic growth. You saw some of that in the fourth quarter. And just based on what we're seeing in our businesses today, we'd expect that to continue in 2016..

That's helpful color, Michael. Maybe as my follow-on question, there's a lot of concern in the market regarding what's happening in the auto end market. Clearly, that's an end market that has been incredibly good for you guys.

You continue to outpace global auto builds, but it looks like this past quarter, we saw a little bit less outgrowth in Auto OEM. So maybe some color on your ability to continue to sustain outgrowth in that end market and how you think about that end market over the next 12 months..

Yes, sure, Joe, this is Scott. I think the story for us remains one of penetration. Michael made a comment in his prepared remarks that our planning scenario, essentially, is for 1% increase in global auto builds next year. I think most of the sort of external forecasters and pundits are in the 2.5% to 3% range.

So in our own planning assumptions, I think we're taking a much more conservative approach as a baseline. It is also, as we talked about before, the one area of our business where we have a significant amount of forward visibility vis-à-vis. We've sold programs into production plans going on this year.

Those programs were sold two years and three years ago. So I think we've got a pretty stable outlook on, in terms of what our expectations are for 2016, with respect to auto built into our plans.

It doesn't mean that builds, if we see some inflection in – or some change in overall builds relative to our 1%, that's not going to have an impact, but ultimately, I think the potential impacts are pretty modest.

I think we've got our plan set where there's an appropriate level of conservatism, and have enough new penetration and new content in 2016 coming online that we ought to be able to be all right regardless of – pending any sort of major crash, which I don't think anybody thinks is going to happen. I think we're in pretty good position in 2016..

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

All right. Thank you. Our next question will be coming from the line of Andrew Kaplowitz of Citigroup. Your line is open..

Hey, good morning, guys. Nice quarter.

Scott, so can you talk a little bit more about the pivot to growth? How much more challenging do you think it could be to get your businesses that are preparing to grow, to get ready to grow, by the end of 2016, as you talked about in the Analyst Day, if the global economy is a bit weaker? And maybe you can talk about what these businesses are.

If I look at it, it seems like it'd be businesses like European construction, parts of polymers and fluids, parts of specialty products. But that's what I think.

What do you think?.

Yeah, I think you've hit – in terms of those three areas of the company, I think you've hit three that are still in the preparing to grow mode. The agenda is pretty much within our own control from the standpoint of what we have characterized as moving from preparing to grow to ready to grow.

It's largely a lot of 80/20 work, a lot of product line pruning, a lot of customer focus, and a lot of – as we talked in December, a lot on really lasering in on where are the best opportunities to grow. So I don't think there's much impact on the preparation part from the standpoint of the external environment. That agenda is pretty well mapped out.

The timing is, in terms of the sequencing of various parts of the company, from that prepared to grow to ready to grow, just a function of how big the agenda was to get from A to B. And in some cases, we had further to go than others. So the 60% we've gotten in that mode to this point had a slightly less deep agenda.

And we're working our way through the rest. So I don't think there's much impact in terms of the external environment, in terms of the objective that we have laid out to get 85% of our businesses in that mode by the end of this year.

That being said, certainly, the external environment, from the standpoint of yield on that investment, is certainly going to have an impact in the short run.

A little bit of tailwind, at some point here, would certainly help us showcase the progress we're making, but I think I'd also make the other point that the fact that we're able to grow 45% of our sales in this environment at a 6% clip in 2015 is a pretty good indicator of at least some progress in that regard..

Thanks for that, Scott. And Scott or Michael, can I ask you about price/cost? You had a minor improvement in price/cost from 20 basis points to 30 basis points. But as you know, raw material costs do seem to be coming down, maybe a little more significantly now.

So can you actually improve that price/cost from 30 basis points that you had in 1Q or at least maintain it for the year?.

Yeah, so I think obviously, Andrew, it's not the main driver of our margin performance here. That's really enterprise initiatives. But we were pleased to see 30 basis points in the fourth quarter. That was our best result in 2015. And the average for the year is 20 basis points. And that's what we modeled for 2016.

I think we were all encouraged to see solid price across the portfolio, again, a lot of it driven by the launch of new products, as we've talked about before. And we're starting to see the deflation come through on some of the key raw materials that we're buying.

In some cases, we pass those on to customers; we're contractually obligated, so obviously, we'll do that. But there is a little bit more of sort of an improvement in the overall equation here in the fourth quarter. Hopeful that we can maintain that. We're certainly working very hard on that. And we're counting on 20 basis points in the guide for 2016..

Thanks, Michael. Take care, guys..

Okay, thank you. Our next question will be coming from the line of John Inch of Deutsche Bank. Sir, your line is open..

Yeah, thanks very much. Okay, so I want to – good morning, everyone. I want to pick up on this auto thematic. I mean, let's be blunt. It was very clear your stock was shorted earlier this year, because of this perceived exposure, your Auto business is going to fall off a cliff.

And I understand your confidence based on your track record and your ability to continue to penetrate it.

My question is, do you see anything, Scott or Michael, based on your operations that give you a little more comfort than simply the trend? In other words, do you have – and I realize you've got a little bit of a backlog, look forward, but are there initiatives that you're working on that may be derivative of, say, CAFE standards or vehicle electrification, or you're working on a big something in Indonesia or something like that that you think maybe give you – maybe not dramatically, but like a point or two of step-up help over the coming cycle?.

I wouldn't put Indonesia on the high priority list..

I just meant – that was the only thing that came to mind, but you know..

But other than that, I think we have – I think I get it, your question. If I don't answer it, let me know.

But what I would say is we have a very full pipeline over of engineering and product development activity related to Automotive that's certainly driven by some of the things you talked about, and just other changes in the need profile of our OEM customers in terms of new features, new technologies, new things that they're looking to add.

So I think we have a very solid view of the next 10 years in the space, in terms of what the opportunities are for our particular niche in the space. And I think that's – this is not – we don't manage any of our businesses for the next two quarters, we manage them for the long haul.

I think this is an area where we remain, as we've talked before, very optimistic about our ability to continue to increase our content per vehicle, focusing on a very narrowly defined strategy in terms of what we do.

And so, all I can tell you is that the pipeline, in terms of the amount of activity in terms of projects we're working on that are going to come to fruition two years and three years and four years out remains very healthy. We track it, we monitor it, so I think we are on top of sort of what the future might hold in terms of opportunity for us here..

And John, maybe I'll just add that, for those that are maybe a little more short-term focused, we have not seen any signs of a slowdown in the fourth quarter or year-to-date in the automotive space, or across our business portfolio..

Let me just ask kind of a follow-up. This German company you've bought, right, it's going to give you a leg up into Asia. And obviously, ITW, as you're pivoting with cost and simplification, you're going to be doing more M&A.

Is there runway to do other kinds of deals like this, perhaps to extend what clearly is then a successful M&A – or excuse me, penetration track record in auto into other markets like, I don't know, for example, Japan or something.

I mean just I realize you can't talk specifically, but maybe the question was more the deal that you did, was it more one-off? Or do you think that there are other things? And just as a follow-up, I mean having a little bit of experience with German companies, I'm assuming that company has a lot of potential productivity or cost efficiency opportunities.

Can you still grow it at that cadence and expand the margins?.

Trying to think about where to start with that one?.

Sorry. Multi-part second part..

Yes, so I think our overall story in Automotive is largely an organic one. I think this particular business, from the standpoint of complementary fit with our strategy, is a unique opportunity. I would certainly not rule out other opportunities like this. But I think it's not a matter of – it's not the scale we're after here.

It's really about sort of auto opportunities where we can extend our access to the key OEMs and extend our ability to play across a range of different product platforms that we think fit the overall screen in terms of high value-added content. So we talked about the organic growth rate in Auto OEM. I think that's largely that remains the thrust here.

So that's the overall focus, and the story is we have significant opportunity to continue to grow and add content per vehicle and do it in a way that's certainly consistent with our overall enterprise performance goals. That being said, would we look at something that gave us a similar opportunity to extend our reach in some other geography? Sure..

Or technology, perhaps? I mean, I won't – Mobileye comes to mind only because it's been so topical. I'm not talking about that company specifically, but maybe break-through technology.

Is that a possibility?.

I'm not sure I heard who the company was. I wouldn't comment on it. I don't think it's – I think we'll assess each opportunity on its own. I don't want to overplay this. I think our primary thrust is – and focus continues to be on leveraging and executing the strategy that we have.

So we don't need any more M&A to continue to generate really strong organic growth at really nice incremental yield. So I would say, our thrust here would be more opportunistic than any view that we have to do anything more here.

So if opportunities present themselves that we think that will certainly do it, but we have no particular view of we're deficient, we need this, or we have to have that in order to be very successful here over the long haul..

No, I got it. And Mobileye was the company I called out. Thanks very much. I appreciate it..

Sure..

Thank you. Our next question will be coming from the line of Scott Davis of Barclays. Your line is open..

Hi, good morning, guys..

Good morning..

I'm new to your story, so I'm allowed to ask dumb questions for a couple of quarters. I hope you guys forgive me..

Sure..

But can you give us a sense – you seem to have a fair amount of confidence in the 0% to 2% 1Q guide. I mean, January is a fairly important month in the quarter. We're already on this 27th.

Are you tracking in that range in January and that gives you the confidence?.

Yeah, Scott, we're on track in January for the guidance that we gave for the first quarter..

Okay. That's helpful. And then, second question, just following up a little on what John was saying. I mean, this TRW deal looks like just a fantastic deal.

I mean, if there's other stuff out there like this, would you be willing to – I mean, would it make sense, at least, to think about not doing the share repurchase and adding the higher return profile instead?.

I think, Scott, we really – absolutely, we will continue to look at acquisitions, where we can – that meet the criteria that we talked about in December. So really, the primary purpose here is to support or accelerate our organic growth rate and we're looking for businesses, where we can have significant impact from an 80/20 standpoint.

And so to the extent that we see those, we'll certainly continue to work on that. In terms of overall capital allocation, nothing has changed in terms of our structure and strategy. As you know, we have a strong balance sheet, we have strong liquidity. We generate a lot of cash flow. You saw 140% in the quarter, 106% for the year.

And so we have a lot of options. And so for us, it's not a question of either/or, we can do all of the above. And what we've said is to the extent that we don't identify acquisitions that meet the criteria that I just described, then we make a choice to return that cash to our shareholders through an active share repurchase program.

And as you saw, we just raised that today from a $1 billion to $2 billion for 2016. So that's how we think about it..

Okay. That seems to make sense. And then, just a quick one.

How much of the 150-basis-point margin of the year you think was price/cost related or LIFO accounting related, or something related to that?.

So price/cost was 20 basis points and the primary driver was 110 basis points from the enterprise initiatives..

Okay. Perfect. All right, thanks, guys. Appreciate it..

Okay. Thank you. Operator; Thank you. And our next question will be coming from the line of Deane Dray of RBC. Your line is open..

Thank you. Good morning, everyone..

Good morning..

Hey. I just want to circle back to the ZF deal. Scott, it's pretty clear this is a natural fit for you guys, but I didn't hear any specifics regarding what the products are.

There's a vague description of strategic product platforms, but if you can get down to the level of the 80/20, the 20% that really matter compared to like lift-to-sits, handles, fuel caps, what is it adding to the portfolio and are there any redundancies?.

So, this is Michael, Deane. So if you think about it, $470 million in revenues, half of that is what we would describe as fastening systems. And that, not to get too technical here, certainly, I'm not the right person for that, but they're described broadly as fasteners for trim, pipe and hose, hole plugs and wire harnesses.

The other half is what is described as technical components. So this is, again, in the interior of the vehicle – air registers, interior ventilation systems, lighting and other interior products. So there's a really nice fit with what we know really well and do very well inside of our current Automotive business..

Just in the description, Michael, there are overlaps, the way it sounds, in terms of the fasteners and even some of the air handling.

Do you have a sense of how much specific overlap there is?.

I think overlap is not a good characterization. Every one of these products is custom-designed around a particular model. So we're sort of describing them in broad category, so they're areas that we know. We know fastening very well in Automotive, but there are hundreds of fastening applications on every car.

So every product line here is a specifically designed and engineered solution to a specific problem on a specific model for a specific OEM. So these are sort of areas that we're very familiar with in broad terms, but from the standpoint of are there any exact like-like products? Minimal to none..

That's great to hear. And that's a good perspective. And then, just my follow-up question would be for Michael.

On the repatriated cash, what's the effective tax rate that you paid on bringing this cash back? And maybe are you netting it against any tax losses? But just when you say it's tax-efficient, what did you have to pay?.

Yeah. So we paid very little. And you saw that in our tax rate last year. We had a similar transaction in the quarter last year. Our rate for the last year was 30.2% for the year, in that 30% to 31% range. And for 2016, we expect to be in that same range, 30% to 31%, including in the first quarter.

So, like we said, this was done in a very tax-efficient, very simple transaction. It makes a lot of sense operationally and a really good outcome for the company..

And, Michael, I'm sorry to try to pin you down on this.

When you say very little, what tax rate – effective tax rate are you paying to bring this cash back?.

Essentially zero..

Terrific. Okay, thank you very much..

Thank you. Our next question will be coming from the line of Mr. Mig Dobre of Robert Baird. Your line is open..

Yes. Thank you. Good morning, everyone. I guess, my question relates to slide 11 in the deck, looking at industrial and consumer sequentially. So for your industrial businesses, you're up 4% adjusted for seasonality.

Maybe kind of nitpicking a little bit, if Welding was flat and Test & Measurement were up 2%, can you give us a sense for what else sort of grew to get you to the plus 4%? And then, related to this, I'm trying to understand if this is just something that's specific to the company, either through new product introduction or your exposure? Or are you trying to signal that there's something bigger going on in the environment? It's a little different than what we're hearing from other industrial companies in terms of what happens....

Mig, all we're saying is that, as we talked about on the last earnings call is that what we have seen in our businesses on the industrial side is that trends stabilize, really starting in the second quarter last year.

And so if you just take Welding to maybe illustrate this, so if you look at the sequential demand trends in Welding, what we saw in the first quarter was a 8% decline in the demand rate, into the second quarter, into the third quarter, we saw 1%, all seasonally adjusted. And then, in the fourth quarter we saw flat.

And so that means that we would expect typical seasonality in Welding. We expect that business to be down 2% and the business was flat. So that's certainly an improvement in terms of the underlying demand trends..

And part of what I would add to that is there's a lot of volatility in the comps, given just the volatility in the end-market. So we talked about fourth quarter last year.

So what we're trying just communicate is, not any big change in trend as much as when you look at the year-on-year comps quarter-by-quarter, because of the volatility over the last eight quarters to 10 quarters, those aren't necessarily indicative of what's going on currently.

And essentially what we're seeing is relatively stable demand on a orders per day basis. So we're not calling it a trend, we're not calling it a pick-up, but what we are saying is things have been relatively stable..

Yeah, and, Mig, a point on the consumer side is really that -this is a little bit different, as you were saying, relative to maybe some of our peers, that 60% of our revenues are tied to the consumer.

And that in the current environment where there's some pressure on the industrial side, particularly, CapEx into oil and gas, and we have 60% of the company growing at 3% at a very stable rate for the quarter and for the year. So those are the points we're trying to make on slide 11..

Okay. I appreciate that.

And then, I know you commented on price/cost, but if we can focus on just price specifically in your industrial businesses, are there some parallels that you can draw between the current environment versus maybe prior downturns where things were challenging? How's pricing behaving versus history here?.

No change here, Mig. I mean, we saw across the portfolio the ability to get price based on offering value-added products and solutions. We saw no change in the quarter. So really nothing different here..

All right. Thanks..

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

Hi, good morning..

Your line is open..

So, two questions, one positive, I guess, one negative. But first a clarification. Maybe I missed it..

Thanks for the warning..

The guidance, does it not include the auto acquisition, just so we're clear?.

No, the guidance today does not include the acquisition. But what we did say is that we expect minimal EPS impact in 2016. This is really more of a 2017 and beyond EPS growth story. And so when the transaction closes, which we expect will happen in the first half of the year, we will update revenue margin guidance.

We expect some, but very little impact on the EPS side and we'll give you all that once the transaction closes..

All right. Thank you. On the positive side, the organic growth guidance for the first quarter was stronger than I would have thought.

Is it fair to say the tone at the December meeting when you thought about the cadence for 2016 organic to get to the full-year midpoint of up 2%, that the first quarter organic guidance you just gave is maybe a little better than you were thinking a month or two ago?.

I'd say not really, David. I mean, I'd say, the fourth quarter here was a little bit better than our guidance at the beginning of the quarter, but that wasn't really a big surprise to us.

And, again, what we're doing is we're taking typical seasonality, run rates from Q4 adjusted for seasonality into Q1 and that gets you into that 0% to 2% range, so there's nothing really different about it..

Okay, I have to admit, I was thinking that it was a very back half loaded guide in the sense of first half organic maybe down a bit, second half would have to be up a lot.

But it sounds like now the cadence sounds a little more 1%,1%, 3%,3%, is kind of the generic base case of the cadence to get the full-year 2%?.

Yeah, yeah, but again, it's much more about the – because of the comparison to the comps, we're taking current daily run rates and applying basically what we're saying in 2016 is – no change in current run rates gets us 1% to 3% for the year..

And so based on that, I mean, the way you're looking at it, David, I mean, this is not a back-end loaded plan in terms of the organic or the EPS guidance..

Yeah, I mean, I will say I left the meeting thinking it was even more back-half loaded than the setup you're describing today.

On the negative side, obviously, a lot of positive commentary you have on Auto versus the concerns, but still, end of the day, the quarter, the outgrowth wasn't quite as great as we've seen, and the margins still were down, so maybe I missed it in the prepared remarks.

But can you help us understand why the margin was down and how do you see Auto margins for 2016 versus 2015? You're saying worldwide builds up 1%. I assume you expect to outgrow, so call it, 2%, 3%, 4% kind of revenue growth for Auto.

How do the margins play out in that scenario?.

Yeah. So our margins, I mean, it can vary a little bit on a quarterly basis. I would point to 24.2% operating margin in Auto for the year, great progress. That's how I would think about 2016 with some progress on the enterprise initiatives. For the year, 6% organic growth on builds of 1%, 5% in the quarter.

There can be some mix issues, like we talked about in the third quarter. And so I wouldn't read too much into, David, the one particular quarter, but really encourage you to look at it kind of on an annual basis. And we'd certainly expect something very similar in 2016.

Scott walked through the penetration and the auto build dynamics, but it should be another solid year for the Auto business..

That's helpful, but just so I make sure I heard you correctly, the 24.2%, and then you made a comment about enterprise initiatives. The 24.2% includes enterprise initiatives, or is that base, and then whatever you can provide (50:22)..

The 24.2% is the performance for the full-year in 2015..

Correct..

And like all of our businesses, we would expect some progress on margins in 2016, some more than others..

Okay. that's helpful. Helpful. Just wanted to clarify. Thank you very much..

Thank you. Our next question is coming from the line of Joel Tiss. Your line is open..

Hey guys, how's it going?.

Good..

Just quick for Mike, just a clarification. You said the consumer facing businesses are stable.

Does that mean that they're up 3%? They're stable at an up 3% run rate for 2016, or they're stable closer to flat for 2016 versus the up 3% in 2015?.

No, when we say stable what we mean is the underlying demand trends adjusted for seasonality from Q3 to Q4, we saw stable demand in those businesses. So....

And you said – oh, go ahead, sorry..

Now it doesn't mean that we expect the consumer businesses to be flat in 2016.

We're certainly not giving guidance for consumer and industrial for 2016, but if you think about what's in there, so Automotive, we talked about Food Equipment, we talked about parts of Construction and Specialty, we'd certainly expect those businesses to grow again in 2016..

Okay. And then, just a strategic question on the debt. You were saying in December that you were hoping to use the free cash flow to pay down debt. And I see that your cash is coming down a little bit, and your debt's going up.

And I just wondered if there's any change in that thinking going into 2016?.

I think, Joel, I think you were saying that. I don't think I said that at the December meeting. So we have, like I said earlier, I mean, we have our current debt to EBITDA is in that 2.2/2.3 range, and we expect no changes to that..

Okay. All right. Thank you..

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

Thanks. Good morning, everybody. First question on the acquisition.

Could you help us kind of frame the historical growth rate over the last three years? Was it even close to the 8% CAGR achieved by your Auto business? And then, also based on your initial meetings with the organization over there so far, is your impression that they have the embedded skill-set right now to drive both margin improvement, and ultimately, above market growth kind of in line with corporate goals?.

Yeah. So the answer to the first question is the growth rate has been solid, but not at the rate that we've been growing over the last four years. We expect to have some – offer some help in that regard.

And then, the second question is that we've been very impressed with the management team in the organization and feel like we're getting a really solid quality team, that runs a great business today and through some additional tools that we can provide around our operating system, I think, can certainly leverage those tools to their full potential..

Great. Thanks, Scott. And then, last one back on Welding, your comments about that being one of the businesses that stabilized during at least the second half of last year.

Did you see any difference in trends through the year between CapEx and consumables? And then, also did you see any change within the second half in some of your bigger customers, maybe machinery OEM behavior versus, if you will, the general distributor base..

Yeah, no, so we didn't really see anything other than what I described earlier, right? And so, on the equipment side, certainly down a little bit more than the consumables that have been fairly stable throughout the year, but no significant changes as we've gone through the year or the fourth quarter..

Okay. Thanks a lot, Michael..

Thank you. Our next question will be coming from the line of Nicole DeBlase of Morgan Stanley..

Yeah, thanks. Good morning..

Good morning. Sorry about the last name, there..

It's okay. I'm used to it. It's DeBlase. So the first question is on Construction. So the North America Construction Products core growth, I think, it decelerated a bit to 2% this quarter. It was more like 7% in 3Q.

I'm just curious on the drivers, is it a comp issue? Are you seeing some slowdown in North America Construction on an underlying basis? And then, I guess, what are your thoughts on the North America non-resi construction side goal into 2016?.

Yeah. So if you look at the fourth quarter, up 3% organic, like I said, residential was flat, which was slightly better than expected. On the renovation remodel channel, that's really where the growth, up 12% for the full-year, and then, commercial down slightly. Those trends, we've been kind of bumping along those same numbers in 2015.

We feel good about 2016 and we would expect that business to grow in 2016 at a rate similar to what we saw in 2015, which was up 4% organically..

Okay, got it. That's helpful. And then, for my follow-up, just looking at the T&M/Electronics business, it was pretty strong this quarter, stronger than we had expected. And I would say that the margin performance there was a bit of a standout.

So is that just enterprise initiatives? Or is there anything else to highlight from a margin perspective? And do you also think that T&M/Electronics can show positive margin progression in 2016?.

Yeah. Absolutely. I mean, we think we'll continue to make progress on operating margin in Test & Measurement. And in the fourth quarter, really nothing unusual other than what we've been talking about for almost three years now in terms of really strong execution of the enterprise initiatives, including 80/20 in that business. So very sustainable.

More progress to come in 2016 and 2017..

Okay. Great. Thanks. I'll pass it on..

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

Hi. Good morning. Just two quick follow-ups. One, again, the comments you made about the sequential improvements in some of your industrial businesses was interesting.

Can you comment on if that trend continued into January? And then, I guess, the second question is given the incremental lag-down we've seen in oil prices, what have you sort of baked into your guidance in 2016 in terms of risk, because you could see a lag effect there? Thanks..

Yeah. So like we said earlier, no change in the month of January. We're on track to the guidance for the quarter. Oil and gas demand, while certainly down year-over-year, has remained stable. And like we said earlier, the primary impact there is on the Welding side and we expect that business to decline in the single-digits in 2016..

All righty. Thanks..

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

Well, it would be helpful if they could get my first name right. Morning. Just following up on the acquisition of ZF, as they would call it in Europe, how did that deal come about? For decades companies have been trying to get out of automotive supply. And it hasn't been deemed as a very attractive sector to be in.

I'm curious, was this an auction process? ZF was trying to get rid of this business? Or did ITW approach ZF? I'm just curious how it all happened..

Well, I'm not sure that it's probably our place to comment on that. I think we're – it's a business that we've known about for a long time. I'll put it that way..

Okay.

So you're not willing to comment on whether it was an auction?.

You can ask them..

Okay. No problem.

And maybe you could just talk about the backlog then on the acquisition front? What are you seeing out there in terms of buyers versus sellers? Are we still looking at high expectations from sellers?.

Well, my answer is we remain very much a niche player on the acquisition space. As we've talked about, our primary thrust remains on focus on making this pivot organic. So I'm not sure we're your best barometer.

In terms of pipeline, we have a few segments that are in the ready-to-grow mode, largely who are now enabled to start to think about what might be complementary to what they're doing, but I would say, from a standpoint of our overall level of effort here, we wouldn't be a good barometer in terms of what's going on in the overall market..

Okay. I'll leave it there in the interest of time. Thank you..

Thank you. Our next question will be coming from the line of Steve Fisher of UBS..

Great. Thanks. Just two regional outlook questions. On Europe, we're seeing some mixed data points.

What are you seeing and expecting for your overall business in aggregate in Europe in 2016? And then, similarly, with China, obviously, roughly, flat in the fourth quarter, but you had some big moving pieces with Automotive, quite a bit something else was down.

How do you see China going forward in 2016 overall?.

Yeah, so I think, Steve, kind of, big picture here. I mean, Europe was up a little more than 1% in 2015. We expect that to stay at the current run rate to be – in that range. Maybe a little better than that, driven, again, by strong presence in Automotive growing double-digits, or a big quarter in 2015, and more to come there.

Food Equipment should have another really good year in that region. So more of the same, maybe a little bit better in Europe based on current run rates. China was flat essentially in the quarter, flat for the year. And we expect a similar environment going into 2016..

Okay. Thank you..

Great. And that brings us actually just past the top of the hour. So we're going to conclude the call there. Thanks to everyone for your time today and participation. And we'll talk to you of the first quarter in three months. Thank you..

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