Jon P. Marten - Executive Vice President-Finance & Adminstration and Chief Financial Officer Thomas L. Williams - Chairman & Chief Executive Officer Lee C. Banks - President and Chief Operating Officer.

James A. Picariello - KeyBanc Capital Markets, Inc. Nicole Deblase - Morgan Stanley & Co. LLC Eli Lustgarten - Longbow Research LLC Andrew M. Casey - Wells Fargo Securities LLC Ann P. Duignan - JPMorgan Securities LLC Jamie L. Cook - Credit Suisse Securities (USA) LLC (Broker) Joseph Alfred Ritchie - Goldman Sachs & Co.

Nathan Jones - Stifel, Nicolaus & Co., Inc. Andrew Burris Obin - Bank of America Merrill Lynch Joel Gifford Tiss - BMO Capital Markets (United States).

Good day, ladies and gentlemen, and welcome to the Parker-Hannifin Corp. Fiscal 2016 Second Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. As a reminder, this conference call is being recorded.

I would now like to turn the conference over to Chief Financial Officer, Jon Marten. Please go ahead, sir..

Thank you, Abigail, and good morning to everyone, and welcome to Parker-Hannifin's second quarter FY 2016 earnings release teleconference. Joining me today is Chairman and Chief Executive Officer, Tom Williams; and President and Chief Operating Officer, Lee Banks.

Today's presentation slides together with the audio webcast replay will be accessible on the company's Investor Information website at phstock.com for one year following today's call. On slide number two, you'll find the company's Safe Harbor disclosure statement addressing forward-looking statements as well as non-GAAP financial measures.

Reconciliations for any reference to non-GAAP financial measures are included in this morning's press release and are posted on Parker's website at phstock.com. On slide number three for the agenda, to begin, our Chairman and Chief Executive Officer, Tom Williams, will provide highlights for the second quarter of fiscal year 2016.

Following Tom's comments, I will provide a review of the company's second quarter FY 2016 performance together with the revised guidance for FY 2016. Tom will provide a few summary comments, and then we'll open the call for a Q&A session. At this time, I'll turn it over to Tom and ask that you refer to slide number four..

targeting sales growth of 150 basis points higher than the rate of global industrial production; we're also targeting 17% segment operating margins; and progress towards these goals is expected to deliver a compound annual growth rate in earnings per share of 8% over this five-year period.

We are excited about opportunities we have to position Parker as a top quartile company, compared with our proxy peers.

Growth initiatives are underway to further expand our distribution network, commercialize new products and systems, improve the customer experience, expand our service offerings, and to leverage e-Business and Internet of Things capabilities.

During the second quarter, we developed a comprehensive long-term plan to accelerate our e-Business capabilities. We see opportunity to leverage our distribution channel as part of our strategy, grow our business and create a better customer experience. Parker's Internet of Things initiative gained significant momentum in the quarter.

We hosted a global Connectathon that garnered dozens of rich Internet of Things application ideas. In summary, execution of the new Win Strategy is expected to deliver top quartile performance versus our proxy peers. So for now, I'll hand things back to Jon to review more details on the quarter..

sales are divided 49%, first-half, 51% second-half; adjustment segment operating income is divided 49% first-half, 51% second-half; adjusted EPS is $3.04 in the first-half and $3.06 in the second-half; Q3 FY 2016 adjusted earnings per share is projected to be $1.40 per share at the midpoint, and this excludes $0.17 of business realignment expenses.

On slide number 14, you'll find the reconciliation of the major components of the revised FY 2016 adjusted EPS guidance of $6.10 per share at the midpoint from the prior FY 2016 EPS guidance. Increases include $0.12 from reduced tax rate, $0.13 from reduced corporate G&A, interest, and other, and $0.05 from fewer shares outstanding.

This is fully offset by a decrease of $0.30 reduction in segment operating income, reflecting further reduced volume and unfavorable mix forecasted within key industrial end markets. Please remember that the forecast excludes any future acquisitions or divestitures that might be closed during FY 2016.

For consistency, we ask that you exclude restructuring expenses from your published estimates. This concludes my prepared comments. Tom, I'll turn the call back to you for your summary comments..

Thanks, Jon. We expect the difficult environment to continue through the rest of our fiscal year. As our margins here today indicate, we are responding well. We are making meaningful progress with our restructuring initiatives, which remain on track for the year.

We also continue to find opportunities to streamline operations through our simplification initiatives. I am very encouraged by the response of our partner team members. It has been just about one year since Lee and I took full responsibility for the company. It's certainly been a challenging year from a market perspective.

However, our teams have not only adapted quickly to the challenges before them, but they have also embraced a new path forward for Parker, and are working hard to build a stronger and better Parker for the future under the direction of the Win Strategy. I look forward to sharing more with you on our progress throughout this year.

At this time, we are ready to take questions.

So, Abigail, if you would like to get us started?.

Certainly. Our first question comes from the line of Jeff Hammond with KeyBanc Capital Markets. Your line is open..

Hey, guys. This is James Picariello filling in for Jeff. Just a quick question on order trends.

Can you speak to maybe the pace of what you're seeing through January and how that maybe compares to, in December and November?.

This is Jon. I think, James, the pattern is consistent with what we saw during Q2. I think what we're seeing in January is consistent with what we're seeing in guidance.

January is, of course – the first two weeks of January are a little bit – very difficult to judge, but I think from what we can tell so far that we're consistent with the guidance that we've got together for Q3. So, nothing really remarkable to give you an answer on there..

Okay. And just to follow-up.

On Aerospace, what's the visibility in terms of the mix between OE and aftermarket for the back half? Just trying to get a better understanding for the margins?.

Well, it would be, in general, we have good visibility for the OE, and the question is always in the aftermarket. What is included in our guidance is 65% OE, 35% aftermarket. That's what we've been running consistently for the last several quarters.

There's a little bit of variation periodically, but that's what we're projecting here for the balance of the year..

Thanks, guys..

Okay..

Thank you. Our next question comes from the line of Nicole Deblase with Morgan Stanley. Your line is open..

Yeah. Thanks. Good morning, guys..

Good morning, Nicole..

So, I guess, I'll ask the question that someone's bound to ask is, can you guys go through your usual spiel on how the end markets progressed during the quarter?.

Sure..

Nicole, this is Lee. Like I've done before in the past, I'll just kind of walk around the regions, and I'll make some comments on the end markets and I'll also comment on our distribution channel.

I think one common thread that hasn't changed is the whole natural resource driven markets, ag, mining, construction equipment, oil and gas, they really by and large continue to be challenging everywhere around the world.

So, starting off with North America, I think, oil and gas, in terms of distribution continues to be the big story when you think about distribution in aggregate. Having said that, if I focus on distribution that doesn't have heavy content in oil and gas, we've got positive year-over-year growth.

But what's happened with oil and gas and its pervasiveness through the distribution base that is still very difficult. Looking at, really, air conditioning, refrigeration markets in North America, we've seen good North America residential air conditioning growth. This is a result, obviously, of the continued strengthening in the housing market.

We've seen share gains on our behalf and then really an increase in product content which has to do with the SEER efficiency changes that incurred last year. So, we're really happy what's happening in those markets.

Commercial air-conditioning and refrigeration markets really have been down year-over-year, but we are expecting growth in the balance of calendar 2016 and moving into 2017.

And then lastly, if I look at the aftermarket channel in this segment, which would be different than the industrial distribution, we really remain solid year-to-date growth and this is really based on the markets but also a big part of some new products and some smart service toolkits that we've introduced into that market segment.

So, very positive there. Touching back on North America oil and gas, as I mentioned in my distribution comments, we continue to see extreme weakness, double-digit declines across all of our end customers.

Our customers, and I've had plenty of these conversations, are not signaling any significant improvement until the end of calendar year 2016 or early 2017. And all of them have very active restructuring plans to be profitable in today's oil prices.

Turning to agriculture, we continue to see topline declines, which is consistent I think in contraction and production schedules at our major customers. So, very weak on the agricultural equipment side. On energy, wind and energy storage business for us remains robust with major customers maintaining a healthy backlog.

And then the decommissioning of U.S. coal and oil-fired plants continues at a fairly brisk pace and has brought some good opportunity for us on natural gas conversion projects. On heavy-duty truck, Class 8 truck, this market has been very good and growing for us.

And it was excellent, but consistent with industry forecasts, we are lowering our forecast by at least 20% from the 2015 levels going forward. On the mobile side, mobile equipment, the traditional construction equipment markets continue to be soft in North America.

A highlight here has been some really nice wins in the turf business; the market is up and has been a bright spot as we continue to win new business there. And then lastly, I'll just talk about in-plant automotive, our key North American distribution that covers in-plant automotive is up year-over-year versus – Q2 versus prior.

But we are expecting a slowing of CapEx spending in this area, which will have an impact on the machine tool builders who cover this area. So that's North America. In Europe, there's – well, I'll comment on Europe. So, if I talk about distribution, weak overall with Q2 down versus last year.

But, I think, what I have to highlight here is if you pull out distribution that's tied to oil and gas, which is really UK, Norway – it's up year-over-year. And we have seen steady progress outside oil and gas-related distribution.

We continue to see strong distribution growth in emerging regions and this is a highlight; if I look at Germany, it's ahead of last year to-date. It obviously has much less oil and gas exposure than other countries.

Oil and gas for the region, investment in North Sea is almost at a standstill, looking at the UK capital investment, North Sea has dropped significantly. But, we are still finding opportunities. We've had some nice wins in point of use for clean diesel wins in some emerging markets.

Really systems that eliminating high water content using our fluid conveyance and filtration technologies. Agriculture is still pretty much the same as North America, production rate is low. In energy, very excited about some recent wins for energy grid tie systems and it really is a complement to our growth and the Renewable Energy segments.

Class 8 truck continues to remain strong. I was looking at this, I think this is the fifth consecutive quarter of growth in that area, so we're very positive about that. And then the mobile construction equipment markets, we actually have seen some stability there with a little bit of modest growth from Q1 to Q2.

Turning to Asia, distribution as a total is flat to moderately down year-over-year. And I attribute some of that to our continued expansion, which we highlighted in our Win Strategy, of expanding our distribution points around the world. And we are doing that in the region. Oil and gas, again, is a contraction across the region.

It's of note that we do see some positive success with some project builds in China and I think with a lot of these state-owned oil and gas companies, they still continue to invest, maybe at somewhat of a reduced rate.

On energy, in the region, really I'm speaking to China mostly, renewable, wind, solar and hydro is growing rapidly, but traditional thermal powers, coal, gas, nuclear is still taking a major share.

On rail, and this really speaks to China, we continue to be very bullish on the rail market; the Chinese government is making significant investments in this area. We've had – there is a strong focus on the export markets of high-speed rail, technology in North America, Europe, Africa and Asia and they continue to win business there.

And for us, we've had a very good market participation in that segment, we continue to have strong participation across that rail market in China.

On mobile construction, I can't say anything has progressed positive, since the last time we talked, there continues to be a slowing rate of growth in China's construction industry and really has been a key driving factor in the deceleration in many parts of Asia-Pacific.

But our customers there continue to have really tons of idle capacity and inventory on hand. And then lastly, just talking to Latin America, it's really about Brazil. I won't go into the details.

I think everybody knows, but Brazil continues to be just in very dire condition and we've seen softness in all our end markets, mining, PowerGen, oil and gas, heavy-duty truck, et cetera..

Okay. Thanks, Lee, that was really, really helpful..

Thank you..

So, just one quick follow-up, if you guys don't mind. So, on 3Q, you're guiding for $1.40 EPS at the midpoint. Typically, EPS steps up Q-on-Q. I know there were some below line puts and takes within the second quarter that are probably messing up that seasonality a bit.

But I'm just curious are you guys embedding a deterioration in organic growth in 3Q compared to 2Q?.

Yeah. Let me start, Nicole. This is Tom. And I'll let Jon add on.

What we did for the second half is basically we took the order entry that we saw that Lee described all the regions of the markets in the second quarter, which really, Aerospace orders got better, less negative, and Industrial North America got worse by three points and International got worse by two points.

So, we took that order entry and basically translated that into the second half on an organic growth standpoint. So, our second-half organic growth from our previous guide used to be minus 5% and now it's minus 7.5%.

So, we dropped it 2.5 points organically and then we have the second half coming at a minus 15% decremental MROS and that's how you get the second half EPS numbers..

Okay. That's really helpful. Thanks, Tom. I'll pass it on..

Thank you. Our next question comes from the line of Eli Lustgarten with Longbow Securities. Your line is open..

Good morning, everyone..

Good morning..

Let me just follow-up on Nicole's question and just clarify.

As a clarification, what was the adjusted tax rate in the second quarter? And is the big difference between the third quarter and second quarter is a little bit of seasonality upturn being offset by a 28% tax rate assumption?.

Well, first of all, the effective tax rate for the three months in Q2 was 20.3% and that's related to the passage of the extenders. Going forward into Q3, our run rate going forward is 28%, although it's just slightly higher in our Q3 that we've built in here due to a couple of items that we will account for it in the quarter, Eli..

Yeah. But that 28% versus the 20.3% is sort of like $0.12 to $0.15 or some number like that of the....

Yeah..

...difference in earnings and that almost accounts the difference between $1.52 and $1.40 that you're sort of forecasting for us..

Yeah. We are not – we are down – are down in the top line versus our old guidance in Q3 and we're also down commensurately at the operating income. But I've got, like I said, a slightly higher rate in Q3 due to some discrete items that we're accounting for in our tax rate there..

All right. And can we talk a little bit about the profitability, the lower profitability you're forecasting for the year? Most of that, I assume, is volume. Is there any changes in pricing going on in the marketplace? Are you able to hold pricing? I mean, we assume cost will continue to trend downward just because of the lower input costs.

But can you a little bit, talk a little bit about what's going on in the – I assume the drop in margins that sort of are embedded it's like drop is a little volume related and that pricing looks like it's relatively stable in the industry?.

Eli, this is Lee. I think the drop is all volume-related. Pricing has been flat. We forecasted it to be flat going forward..

And input costs are still trending downward?.

They've been favorable..

Yeah. All right. Thank you very much..

Thank you. Our next question comes from the line of Andy Casey with Wells Fargo. Your line is open..

Thanks a lot. Good morning, everybody..

Good morning, Andy..

A couple of questions related to your guidance. First, if we look back on Q2, can you give us the components of – there was quite a bit of difference between the initial $1.16 midpoint guidance and the reported $1.52. Understand tax was part of it.

But what else changed?.

Yeah. I mean, I think at the SG&A level for the quarter as Tom said, we've got some positive variance in the corporate G&A of about $18 million versus the prior guide. And that's due to the simplification efforts and a couple one-time adjustments that won't repeat.

We've also got as compared to the prior guide, a small settlement of about $4 million for a contractual issue that we had in the other expense. That's about $4 million and that accounts for about $0.02. And, of course, Eli talked about the tax rate.

And we had guided to a higher tax rate and again we did not know that the extenders was going to pass; and so of course, that turned out to be good news for us and that gave us $0.15 versus the prior guide.

And then at the operating income level, even with the reduced – projected reduced revenues, we were able to get approximately $15 million in additional operating income versus the prior guide on a slight beat in revenues..

Okay. Thanks, Jon.

And then on that $15 million, is that repeatable – that should carry through going forward?.

Yeah.

Well, that is built into our guidance going forward and we feel very good about our cost structure and with the simplification efforts and our restructuring efforts are bringing for us and built into our guidance is additional savings that we're going to get from the restructuring efforts that we've been going through here in the first half of this year and at the end of last year..

Okay. Thanks. And then a couple detail, I guess.

First, on North American Industrial, did you see inventory destocking change during the quarter, meaning did it intensify, moderate or kind of stay the same versus the prior quarter?.

Andy, it's Lee. I would say it just stayed about the same. I mean at the end of the day it's really hard for us to get a gauge on that. But it certainly didn't get worse..

Okay. Thanks, Lee. And then real quick on the last one, Aerospace outlook.

Are you embedding the same sort of fourth-quarter bump up that you've seen in the last couple of years?.

Andy, we really are not. What we've embedded in there is the continuation of the 35% MRO, 65% OEM at around the same relative profitability that we see right now. These last couple of years we've seen these one-time settlements get agreed to. And they have impacted the number so I understand completely your question.

But that's not something that we would project in our guidance going forward here and so I don't really have any context for you on that point..

Okay. Thank you very much..

Okay..

Thank you. Our next question comes from the line of Ann Duignan with JPMorgan. Your line is open..

Hi. Good morning, everyone..

Morning, Ann..

Morning. You know, Don used to talk about the 3-12 and the 12-12. I'm just curious about the end markets that are really weak.

Are you seeing any kind of an inflection point looking at your 3-12s and your 12-12s? Anything bottoming out there, particularly in North America?.

Ann, in all candor, I don't have my 3-12 and 12-12s in front of me. I can bring those back in the future. But, I would say the comps are going to start getting easier in some of those numbers, so it's just a matter of time. I mean obviously oil and gas, just from memory it is still decelerating.

But, I would just be winging it here if I tried to give you any more context than that..

Ann, it's Tom. I think our assumption is there's really no meaningful recovery in the second half and what you see if you do the comparables it's just really easier comparables for us in the second half..

Okay. That's helpful, I appreciate it. And then you did comment on customers talking about how weak the end markets are.

Were you talking about distribution customers, particularly in oil and gas, or were you talking about OEMs? If you just could tell us what are the conversations like between OEMs versus your distribution?.

They are the same, quite frankly. Our distribution is involved with MRO but also with some projects, and handling it's very, very much the same. It's the same conversation..

Okay. I'll leave it there and let somebody else take it over. Thanks..

Thank you..

Thank you. Our next question comes from the line of Jamie Cook with Credit Suisse. Your line is open..

Hi. Good morning. I guess a couple questions.

One, I know someone asked before on material costs and you said it was a benefit, but could you quantify what you're assuming for material costs and your guidance versus when you initially guided? Because I'm just trying to understand the decrementals that you guys are putting up, which have been much better than expected.

I get that it's the simplification initiatives and restructuring as well. And then also, Tom, if you could just comment on the sustainability of sort of mid-to-high teen decremental margins.

We haven't seen that before from Parker? And then my last question is just balance sheet; given the depressed markets you're seeing, are any – I know when we spoke last, you said valuations on acquisitions were still quite elevated. Has there been any change in the market? Thank you..

Okay, Jamie. This is Tom. So, I'll start with the material costs side. I would say compared to our previous guidance, we're seeing a consistent gap between pricing and the material side, that our ability to maintain the decrementals is driven by the simplification and the restructuring actions.

And remember that the bulk of our savings is in the second half, so that is going to help carry us. And we feel good about this fiscal year, I'm not going to go beyond this fiscal year in trying to tell you what the margin return on sales are going to be. But for this fiscal year, we feel very good about sustainability.

We've done it three quarters in a row, and I think for everybody on the phone to help remind everybody, the way we achieved that is it was prior year restructuring that we did; all of the teams moved out very rapidly to get on top of the market adjustment.

Then we launched the simplification plan which really was more strategic restructuring, in addition to the footprint restructuring we were doing that enabled us to keep these very nice basically half of what we historically have done.

And as a bit of a history lesson, if you go back to the 2001 reduction – we were – the recession, it was a minus 60% MROS. The great recession was around minus 40% and here we are in that minus 15% to minus 20% range on an adjusted basis and low-20%s even reported all in.

So, I think it's sustainable and that's what we have in the plan for the next two quarters.

On the balance sheet, the acquisitions – the pipeline is active, but valuations are still high and I think what you're seeing is a delay in the reality from seller's expectations to buyers like us as far as setting a new revenue target as far as what they think for the business. That's the key valuation difference.

I think everybody knows we're disciplined buyers and we buy things that are in our space, so we understand what the growth rates are. And I think the time is on our side with that.

I think as time goes on and people see the new reality that they – it's maybe not going to grow what they thought it was the previous decade, but those valuations will come in more line and I think our pipeline will become more actionable at that point. So, it's lumpy, it's hard for us to predict output, but we're still working on it..

Sorry, Tom. One just quick follow-up on the simplification initiatives. Because as you look to 2017 there could be very high probability that things don't improve or that sales could decline.

Based on what you're seeing with sort of the simplification initiatives, do you feel like you guys perhaps there's more there to do or you're realizing greater savings than you initially thought that again the sustainability of the decrementals could be better than what you originally thought?.

revenue profile complexity so that's that tail of the revenue; we're looking at the bottom tail, that density of part numbers and (44:25) activity, just the cost to sustain that. We're very early days of getting into that. I mean that's a little more difficult for us to work but very early days of that.

And then the whole organization and process optimization is the second part. We still see lots of opportunities on that, so that's more strategic restructuring geared at the overhead structure of the company. The division consolidations was the third leg of it, so we're at 28 divisions so far that we're working on. We'll do more.

I don't think you'll see another 28 in the next fiscal year, but you'll see us continue to work that. And then just good old-fashioned bureaucracy. We're looking at our planning process, approvals, reports, you name it.

All the things that just slows things down, and that obviously carries cost and creates better service opportunities for our customers. So early days, and I feel very good about where – what this could mean for us. And I think most everybody has seen the walk on taking us to 17% operating margins, simplification is the biggest bar on the walk.

So, we clearly think there's more there..

All righty, thanks. I'll get back in queue..

Thank you. Our next question comes from the line of Joseph Ritchie with Goldman Sachs. Your line is open..

Thanks. Good morning, everyone..

Morning, Joe..

Tom, maybe staying on the simplification and restructuring spend for a second, it looks like the first couple of quarters, the spend is coming a little bit lighter than we anticipated.

And so, I guess, my question is really just around your confidence on your ability to complete the actions this year and to get the roughly $70 million in benefits that you are expecting to receive from those actions. Any color there would be great..

Yeah, Joe. It's Tom. So, our restructuring year-to-date is right on the money. So, we've forecasted 60% of the $100 million and we're at $57 million. So, we're very, very close to that number. And our savings are tracking and so I am very confident we're going to deliver both the cost that we had planned, the $100 million of cost and deliver the savings.

And the savings is indicative of that is the marginal return on sales. We could not be delivering these kind of returns without the actions that we've taken, simplification being one of them that's helping us..

Got it. So, yeah, maybe my numbers are off a little bit in the first half. I can follow up after the call. But, maybe one other key point is I noticed the free cash flow thus far has been pretty impressive and looks like this quarter working capital was a source of cash.

I was wondering was there anything one-time or anything special – like I saw both the receivables and the inventory line down? Just curious what's driving the strong free cash flow..

Jon, here, Joe. We are very much focused on cash flow every single day here in the company here and watching as the top lines moves, what's going on there. All of our operating metrics are very good, nothing is deteriorating.

We remain focused on the simplification efforts and our company is doing everything we can from a lean standpoint to improve every single process that we've got throughout the company. And we're seeing it in the cash flow statement. So, we're very proud of that..

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

Thank you. Our next question comes from the line of Nathan Jones, Stifel. Your line is open..

Good morning, Tom, Jon, Lee..

Morning, Nathan..

Lee, in some of your comments about the end markets, you said that North American distribution was positive ex-oil and gas. I think our checks had indicated your North American distribution overall was down about 3%.

Is that pretty close to right?.

Total North American distribution?.

Yeah..

Yeah. It would be down single-digits year-over-year..

So, I think that implies that the direct channel from 2Q to – I'm sorry from 1Q to 2Q saw a fairly significant decline in the comp.

Can you talk about any specific end markets that might have driven that?.

I want to make sure I understand your question.

You're talking about our direct customers?.

Direct or OEM, the non-distribution channel..

Nathan, it's Tom. I'll chime in. What we saw in distribution in Q2 was primarily North America took a step down, but outside of North America it held up pretty well, Europe, Asia held up pretty nicely.

So, the step down in North America really was indicative of the same step down we saw OEMs, which was the natural resource markets, a little bit of a knock-on into the general industrial space that knocked both distribution and the OEMs down.

But, in general, OEMs have been down about two times what distribution has been down if you were to characterize the difference..

Okay. That helps. And then with nine months to go on the original plan for $2 billion to $3 billion of share repurchase, it looks like you're kind of gliding into more of the low end of that.

Is that keeping powder dry for some expected correction in the pricing in the M&A market for you and with an eye to getting perhaps more aggressive as we go forward on M&A?.

Yeah, Nathan, this is Tom. Good question. I'm sure this is on top of everybody's mind. So, we feel very good about what we've done so far. We're 87% of the way through to the low end of the $2 billion to $3 billion range.

And maybe if I could just give a little color to the process that we – so every quarter, we sit down and it's really a cash allocation discussion. We look at cash generation capabilities, you know what do we think we're going to generate at closed-loop model taking a look at that.

Where is the cash generated? What access do we have to the cash? And also with our goal that we'd like to maintain an A-rating as we go through this for a lot of good reasons.

But on the deployment side, we look at the best opportunities to yield the best long-term value for our shareholders comparing – recognizing, hey, we're going to do the dividends first.

We're not going to move off of that, we're going to fund organic growth, but then we're going to look at the balance of share repurchase versus acquisitions to try to make that best decision.

So, it's hard for me to give you a specific number that will land on the share repurchase, because it's really an opportunistic look weighing those various tugs and pulls every quarter as we go through that closed-loop model..

Fair enough. And if I could just go off the beaten path a little bit here, you talked about 2Q developing a comprehensive e-Business plan. And also talked a little bit more about development of the Internet of Things plan.

Could you give us a little bit more color on where you are with that, how long the rollout looks to take and where the benefits come from that?.

Okay, Nathan, this is Tom again. So, I'm going to start on e-Business and I'm going to be a little bit coy with you here, because I'm not going to give you the kind of color that I might normally would, because I would be giving competitively sensitive information to our competitors in trying to help them be successful.

Let me just suffice it to say that what we want on the e-Business side is we want a Google like experience for our customers and for our distributors when they come to that website. And we've launched a number of things that we think will get us there, it's not going to happen overnight.

We've made progress we think over the last couple of years and as we talked to our customers and distributors they see that, but we clearly recognize we're not there. So, we see this as a potential additional growth channel, leveraging the great distribution channel that we have already.

And just remembering that about 60% of the relationship between a customer and a supplier nowadays happens via that website and happens before they even talk to you. So, that's why we want this to be so important, we're investing in it, we made some organizational design changes to add some resources and add leadership to that.

That was the change we made in August last year. On the Internet of Things, that Connectathon, in case people are not familiar with what that is, it's basically an ideation process, where you gather ideas from around the company.

And that coupled with the fact that we made that equity investment in Exosite, which gives us a software backbone to help all of the applications throughout the company, has really given us a program for ideas. So, we've taken that ideation process to Connectathon.

We have narrowed it down to about 10 of what we think are the best most commercial actionable projects. And we think that has got multimillion-dollar type of look – tens of millions of dollars of revenue over the next three years.

Most of that's not going to cut into probably towards the end of FY 2017 and FY 2018, it's probably going to take a year-and-a-half incubation here.

We do have two good examples, and Lee highlighted one of them that the smart service kit, which is helping us in the refrigeration primarily the air-conditioning market, so if you take an air-conditioning contractor today, they have a lot of mechanical tools they have to utilize to measure pressure, humidity, temperatures and so this is a patented sensor that we have.

It allows you to diagnose and troubleshoot the conditions of that air-conditioning unit much more rapid, so the value for the contractors as many more calls happens during the call, they can get a print out right on their smartphone or visual on their smartphones and print it out if they want it for the customer, so they can see what's going on with their unit.

So, we launched that. We've been very pleased with the initial sales. And that's a really good example of taking a traditional market and using Internet of Things to make it even better. It makes our expansion valves and things we go in – our check valves very sticky, but then our contractors absolutely love the new toolkit.

I think if you go to our website you can probably find a video of one of our contractors, a testimonial talking about it as well..

Great. That's helpful. Thanks very much..

Thank you. Our next question comes from the line of Andrew Obin with BoA. Your line is open..

Good morning, guys..

Morning, Andrew..

Hi.

Can I just ask first just a very simple question? Did I hear it right that you highlighted automotive slowing or did I misheard that?.

Andrew, I was talking about in-plant automotive, so CapEx going into the plants..

So, is that related to new platforms at OEs?.

I think there's been a – I'm not going to be that specific. But, what I've noticed is, there's been a lot of retooling activity with a lot of plants and some of that we're being told is going to start to slow down..

Got you. So, let's not count this question. But, are you guys getting any transaction benefit? I think a year-ago, you were talking about that it takes about a year to recertify some of the plants to ship stuff from Europe to the U.S.

Are you doing it? Are you being able to do it? Are we seeing any benefit from this?.

Well, Andrew, you know we are constantly trying to make sure that we're producing the right parts at the right locations and the right plants. And so we are not, from a transactional standpoint, getting hurt as bad as we would have been say this time last year in terms of the margins.

So that is one piece of progress that we've been making, it is not – that's one of about 10 or 15 things that are going our way that are helping us with our margins and our decrementals. So, we don't see that getting bad. We're adjusting.

It was this time last year where the euro and the Swiss franc decoupled and also when the dollar was really getting stronger. And so, we have adjusted to that where we stand right now today and that's what's built into our guidance going forward..

And just a question on capital allocation, given where the high-yield markets are, given that PE can no longer play, given where the stock prices are, how do you guys feel about your M&A funnel?.

Yeah, Andrew, it's Tom again. Same comments that I mentioned earlier about acquisitions that the valuations right now are still a little bit high. I think it's a little bit of a delayed effect as the seller's expectations on revenue hasn't come down to earth yet. But, time is on our side. They will come down and we continue those discussions.

And what we've seen over time is eventually we come to the terms with better revenue forecast. We haven't taken action on some deals in the past mainly because of the difference in pricing and that pricing difference is primarily geared by differences in what we thought the revenue expectation was going to be for that business..

Abigail, if I could ask you please, if we could just have one more question, I see we're getting ready to run out of time here. So, thank you..

Certainly. Our last question comes from the line of Joel Tiss with BMO. Your line is open..

Hi.

How's it going?.

Good, Joel..

That's good. I'll make it quick.

Is the run rate in your corporate G&A, is that the new level that we should be using going forward or is that a moving target that either got a benefit this quarter and is going to rise again or is it going to continue to structurally lower as we go forward?.

We're structurally going to be down slightly from our past run rate, but it was more of a couple one-time things in the corporate G&A. We're focused on about between $45 million to $48 million going forward here in the corporate G&A going forward as compared to in the mid-$50 million in Q1 and in prior years.

So, this has some structural benefits from the simplification, but it would be wrong for me to not mention that there were some one-time items in Q2 for our G&A expense..

Okay. And is there a big target on the business simplification? I think you used to have 240 divisions and now you mentioned it's down by 28.

Is there any sort of a goal or is it just – it's going to end up where it naturally ought to be?.

Joel, just to – it's Tom. To clarify, the number of divisions that we have operating divisions is 115. So, the 28 is in the 115.

So, both Lee and I, the message we've left with the group presidents is we're looking for natural combinations that helps us just be more efficient, give us the scale that we need to better grow synergies and better cost synergies.

We have some divisions that I think if we looked at it in hindsight had too much technology or product charter overlap, and it made more sense to put them together. So, it's not going to be one division. We still believe in a decentralized model. We still believe in driving that P&L ownership closest to our team members.

But, I think you'll continue to see us do more in 2017 not at the rate that you saw us do in 2016..

And is there a lot of other – this is the last one, sorry to take so long.

Is there a lot of product line simplification underneath those business combinations or is that the next stage that you haven't dug into as deeply yet?.

Yeah, that's what I was referring to that revenue profile – again, it's Tom, that revenue profile complexity. That is where we're very, very early days. And I think that's where the real juice and the tank here is. And that will help us in multi-years going forward..

All right. Great. Thank you so much..

Thank you. I'd like to turn the call back to management for closing remarks..

Abigail, I made my closing remarks already. So, I think we can conclude the call..

Yes, this concludes our call. Thank everybody for joining us today. Robin is going to be available throughout the day to take your calls should you have any further questions. Thanks again and have a good day..

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