Jim Lucas - Vice President-Investor Relations & Strategic Planning Randall J. Hogan - Chairman & Chief Executive Officer John L. Stauch - Chief Financial Officer & Executive Vice President.

Steven E. Winoker - Sanford C. Bernstein & Co. LLC Deane Dray - RBC Capital Markets LLC Michael P. Halloran - Robert W. Baird & Co., Inc. (Broker) R. Scott Graham - Jefferies LLC Joseph A. Ritchie - Goldman Sachs & Co. Charles Stephen Tusa - JPMorgan Securities LLC Shannon O'Callaghan - UBS Securities LLC Jeffrey D. Hammond - KeyBanc Capital Markets, Inc.

Nathan H. Jones - Stifel, Nicolaus & Co., Inc. Brian Konigsberg - Vertical Research Partners LLC.

Good morning. My name is Lindsey, and I will be your conference operator today. At this time, I would like to welcome everyone to the Pentair Q2 2015 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. Thank you. Mr.

Jim Lucas, Vice President of Investor Relations and Strategic Planning, you may begin your conference..

Thanks, Lindsey, and welcome to Pentair's second quarter 2015 earnings conference call. We're glad you could join us. With me today is Randy Hogan, our Chairman and Chief Executive Officer; and John Stauch, our Chief Financial Officer.

On today's call, we will provide details on our second quarter 2015 performance as well as our third quarter and full-year 2015 outlook, as outlined in this morning's release.

Before we begin, let me remind you that any statements made about the company's anticipated financial results are forward-looking statements subject to future risks and uncertainties, such as the risks outlined in Pentair's most recent 10-K and today's release.

Forward-looking statements included herein are made as of today, and the company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. Actual results could differ materially from anticipated results.

Today's webcast is accompanied by a presentation, which can be found in the Investors section of Pentair's website. We will reference these slides throughout our prepared remarks. Any references to non-GAAP financials are reconciled in the appendix of the presentation.

We will be sure to reserve time for questions and answers after our prepared remarks. I would like to request that you limit your questions to one and a follow-up and get back in the queue for further questions, in order to ensure everyone an opportunity to ask their questions. I will now turn the call over to Randy..

Thanks, Jim, and good morning, everyone. Let me begin on slide four with a summary of how 2015 has started and how we see ourselves positioned for the remainder of 2015.

When we reported our first quarter earnings a few months ago, we indicated cautious optimism that the first quarter was simply an anomaly and a slow start of the year that we and others were facing.

While second quarter results came in close to our expectations, with Technical Solutions and Water Quality Systems delivering strong organic growth, we exited the quarter with increased concerns about our Valves & Controls segment.

We now have a more cautious outlook on spending in energy and industrial and the ability of our Valves & Controls segment to navigate this more difficult environment in 2015.

While energy was expected to be down this year, the first quarter slowdown in the broader industrial market has proven to be more than a pause, and we expect sluggish industrial capital spending to continue throughout 2015.

Our Valves & Controls segment ended the quarter without the proper plan in place to manage through these increased market challenges. We've already made significant changes and are accelerating cost actions to position our Valves & Controls business better for the long term. As part of these efforts, we made a leadership change in Valves & Controls.

I asked John Stauch to lean in and lead the efforts to more rapidly take out the costs needed to right-size the business given the market challenges we face. I'll talk in more detail in a few slides about what we're doing to more appropriately position the business given the ongoing industrial challenges that are expected to continue into 2016.

With the industry challenges within Valves & Controls and no improvement expected in industrial, we've revised our 2015 adjusted EPS guidance to a range of $3.80 to $3.90, which now excludes approximately $0.45 of non-cash amortization. Our prior guidance of $3.80 included amortization.

So on a like-for-like basis, the new guidance range would be $3.35 to $3.45. Going forward, we will exclude non-cash amortization for our adjusted EPS guidance to better reflect the company's performance. John will discuss this in more detail later in the call.

Our balance sheet remains healthy and we expect 2015 to still be a strong free cash flow year. We'll continue to invest in M&A where appropriate. We have two segments performing very well. And now that it's stabilizing, we are accelerating actions within Valves & Controls to right-size the business for the industry reset.

Now let's turn to slide five for a discussion of our second quarter results in more detail. The second quarter saw core sales decline 2%, which is an improvement from the 4% core sales decline experienced in the first quarter. Food and beverage remained strong and we also saw growth within residential and commercial.

FX remained a significant headwind in the quarter. Given the continued top-line pressure, particularly within Valves & Controls, productivity and price were not enough to compensate, and adjusted operating income declined and margins contracted in the quarter.

Free cash flow improved sequentially but was behind last year's comparable level due to working capital timing. We expect free cash flow for the full year to still be roughly 120% of net income. Now let's turn to slide six for a more detailed look at the second quarter results.

Our 2% core sales decline consisted of negative 3 points of volume and 1 point of positive contribution from price. Foreign exchange subtracted another 7%.

Adjusted operating income declined 12% in the quarter and operating margins contracted 50 basis points, even though we continued to see lean, sourcing actions, and standardization efforts in G&A gain traction.

We expect to see continued margin contraction in the second half, as the accelerated cost actions in Valves & Controls are not expected to read out until 2016. Now let's turn to slide seven for a review of our largest segment, Valves & Controls.

For the second quarter, Valves & Controls core sales declined 11% and foreign exchange translation was a further 10% headwind. Currency translation continued to have a negative impact and the quarter ending backlog was flat sequentially, following declines in the preceding two quarters.

However, we do not believe this is a turning point and we expect order volatility in both long-cycle and short-cycle businesses to continue over the intermediate term. Core orders declined 12%, which we will discuss in more detail in the next slide.

Core sales in all four Valves & Controls sub-verticals were down during the quarter, with a particularly sharp decrease in industrial process sales. In particular, we saw a continued slowdown in spending, including MRO in chemical and petrochemical in Europe and Asia.

We also saw a further pause in buying decisions in North American chemical and petrochemicals. The projects in the backlog, while delayed, still appear to be moving forward. As we indicated last quarter, many customers are delaying shipments and this is not just confined to upstream oil and gas.

LNG in North America is one area that has been a bright spot, but it is not nearly enough to offset the overall continued decline in CapEx in the global Oil & Gas value chain. The right half of the page shows second quarter Valves & Controls operating profits and margins.

While our lean, sourcing and G&A standardization continue to drive productivity within Valves & Controls, it was not nearly enough to offset the sharp volume declines. In addition, FX translation had some impact on the 42% drop in operating income. Now let's turn to slide eight for a look at the backlog in orders for Valves & Controls.

As you can see on slide eight, Valves & Controls backlog is broken down into four key sub-verticals, three of which we've put in our Energy vertical, Oil & Gas, Power, and Mining, and one in our Industrial vertical, which is the Process business.

Orders were down in all four sub-verticals, with the exception of Power, which did see a 7% increase in core orders. As we indicated previously, LNG in North America has been the one bright spot compared to overall weakness across the entire Oil & Gas value chain.

In addition, with project activity being weak, short-cycle MRO business was down mid-single digits for the second consecutive quarter. The good news is that our quoting funnel remains quite healthy, but these quotes have not yet turned into orders. These ongoing push-outs essentially yield an even lower market demand.

As we indicated last quarter, we do not expect orders to improve during 2015, as customers continue to reevaluate existing projects in their pipelines of planned projects. The next several quarters will be focused more on cost while handling the increased pricing pressure on the existing business today.

However, we continue to believe in the long-term prospects for Valves & Controls and the transformation underway. Now let's move to slide nine to discuss the actions we're taking to right-size our Valves & Controls segment. Valves & Controls is facing increasing challenges across its businesses.

Oil and gas CapEx is down over 20% across the globe, and that's not been confined to just exploration and production. We continue to see orders shift to the right and uncertainty with respect to the timing of these projects only increases each quarter they're delayed. We continue to see pricing pressure within the quote funnel.

The two pockets of strength we've seen in North America, LNG and petrochemicals, have not been enough to overcome the global capital spending cuts elsewhere. Though there's been some optimism that delayed projects would break loose and this would be just a cyclical downturn, we now believe what has occurred is truly an industry reset.

We must acknowledge this reality and aggressively right-size the cost structure of the Valves & Controls business. While we announced previously that we were beginning cost-out actions, the pace has not been urgent enough. We've now identified over $100 million of targeted 2016 savings. This will come in a few different areas.

First, we're more aggressively driving sourcing initiatives to offset the pricing pressures. Second, we're looking at the entire footprint from distribution to manufacturing to service. Third, we're also retooling the sales force with more of a focus on key accounts and selling motions, including more specialized sales.

We've made good progress on reducing G&A, but there's still room for further improvement. We've made many, many great strides in the nearly three years we've owned the business, and we've run this playbook successfully in other businesses in the past.

With the right leadership and planning now in place, we believe we're in a position to navigate successfully the sales decline we expect to continue through next year. We expect to come out of this stronger.

A simpler, higher execution business combined with our leadership in the valves and controls industry will enable us we believe to get Valves & Controls back on track to achieving our profitability goals. Now let's move to slide 10 for a look at our Flow & Filtration Solutions segment.

Flow & Filtration Solutions saw a 12% top-line decline, as core sales fell 5% and foreign exchange translation was an additional 7% negative impact. Food and beverage showed growth in the quarter, as global beer and dairy remained strong. Residential and commercial was down 10%, as floods throughout the Central region in the U.S.

impacted sales of our pumps. Both infrastructure and industrial showed a small decline, but infrastructure saw orders and backlogs stabilize and we expect to see this read out in a return to growth as we exit the year. Segment income declined 8%, but margins expanded 60 basis points as cost action and pricing read out in the quarter.

Productivity was strong and the decision to exit low-margin products, while impacting the top line, is helping the profitability of the segment.

The focus for Flow & Filtration Solutions is to stabilize the business and drive margin expansion in 2015, and the second quarter performance was a good step in getting the business to where we want it to be. Now let's move to slide 11 for a look at Water Quality Systems.

Water Quality Systems was a bright spot once again, with core sales growth of 6%. Despite the flooding in Texas and its impact on pool sales, we saw our residential and commercial vertical grow 5%. In addition to continued growth from our aquatics business, our water and purification business saw gains in Europe and China.

The food and beverage vertical was up an impressive 10%, as both our foodservice and aquaculture businesses delivered another strong quarter. The right half of the page shows first quarter Water Quality Systems operating profits and margins. Segment income grew 5% and margins expanded 40 basis points to 22.1%.

Price offset inflation and productivity remained strong. We continue to invest in this business in the form of sales, marketing, and new product development. Our outlook for the Water Quality Systems remains very positive, and we expect to see solid growth and margin expansion for the full year.

Let's now turn to slide 12 for a look at Technical Solutions results. Technical Solutions saw core sales growth of 6%, which was offset by a 6% FX translation headwind. After a challenging first quarter, the segment posted strong growth in both energy and residential and commercial, while industrial was up a solid 4%.

Infrastructure was the only vertical that was down. This was against a very tough comparison last year. Within energy, we continued to ship on two projects in Canada. But more importantly, we saw good backlog growth during the quarter. We recognize that many of these smaller project wins could be subject to delay and are watching them closely.

Within our equipment protection business, we saw an improvement from a very challenging first quarter, but the outlook for industrial is guarded and the second half could see muted growth.

Within residential and commercial, our building solutions business had solid growth, and the recent acquisition of Nuheat has gotten off to a good start with Pentair. The right half of the page shows first quarter Technical Solutions operating profits and margins. Segment income grew 5% and margins expanded 110 basis points to 19.9%.

Price was modest in the quarter but material inflation began to moderate. Productivity was strong despite some ongoing negative FX translation costs.

Going into the second half, we expect to see some mix pressures on margin as we see more project than product sales in our industrial heat trace business, while the top line growth will drive good income growth. Now let's turn to slide 13 for a look at our key priorities for each of our four segments.

Before I turn the call over to John to discuss our outlook in more detail, I want to update you on our key priorities in each of our four segments. As we discussed in detail already on the call today, our key focus near term within Valves & Controls is aggressively adjusting to the significant industrial reset they're facing.

Our second half financial outlook sees further income pressure as our repositioning of the business is not expected to read out in the financials until 2016. We're confident the issues Valves & Controls faces are fixable and we can return the business to its improvement agenda.

While John will be leading the business in the interim, we have a strong team in place, including a new sales leader. We believe we have made great strides operationally as well as reducing complexity in the business, yet there remain many opportunities to better align the salesforce, especially on driving the short-cycle business.

We're also aggressively looking at the footprint, which includes manufacturing, distribution, and services. While we have made good progress on reducing G&A and we remain committed to our operating model transformation that's underway, the depth of the initial reset will allow us to further improve G&A.

There are growth opportunities within Valves & Controls, particularly with North America LNG and petrochem, and we will continue to competitively bid in a disciplined manner on projects across all served industries. We expect orders to remain pressured through the first half of 2016, and we will watch closely for signs of the bottom.

Our focus within Flow & Filtration is margin expansion in the short term, but we remain excited about the long-term growth opportunities within this segment. When we aligned our Flow & Filtration businesses earlier this year, it was to improve our ability to deliver solutions to our customers.

We've discussed often that our strategy is informed by the food, water, and energy nexus in the growing middle class globally, as this places pressure on the demand for resources.

We have a strong portfolio technologies to help solve the needs of a range of customers by combining pumps, valves, and filters into solutions that allows us to drive growth in areas such as industrial water reuse, beer, dairy, and energy recovery.

By the end of 2015, we expect to see our investments start to deliver growth and that will be seen in a return to a more consistent predictable top line. We have two high-performing segments in Water Quality Systems and Technical Solutions.

Water Quality Systems had some good momentum as the majority of their businesses is within the residential and commercial and food and beverage verticals. Technical Solutions is weathering a slower industrial CapEx cycle, but a solid energy backlog puts them in a good position to grow within a very challenging industry, at least this year.

While both Water Quality Systems and Technical Solutions have strong organic growth opportunities ahead, we also continue to build the funnel around strategic bolt-on acquisitions, as these two segments have earned the right to do M&A. With that, I'll turn the call over to John to provide additional color on our outlook..

Thank you, Andy. Please turn to slide number 14, titled 2015 Current Outlook. This slide looks at the changes that have occurred since we last updated our forecast in April. The biggest change to our guidance, as you can see, is that volume remains a challenge, primarily within our Valves & Controls segment.

Price remains in line with what we have been expecting, and FX has actually improved modestly from when we last updated guidance. The negative operating leverage on this additional volume decline could not be offset quickly enough, and we are working to right-size the Valves & Controls business, as Randy stated earlier on the call.

Food and beverage remains strong as does residential and commercial, but energy is facing a large reset, as excess capacity that we've built has not been met by expected demand. For our industrial vertical, we are not expecting any second half recovery as industrial CapEx remains muted.

While three segments are expected to deliver margin expansion for the full year, given the challenges within Valves & Controls, overall operating margins are expected to contract for the company. Last quarter we discussed cost actions we were taking to help mitigate FX headwinds and top line pressures.

But now we'd like to be even more aggressive in right-sizing the Valve & Controls, and we expect we will get the cost out and better position the business for an eventual industry recovery. Please turn to slide number 15, labeled 2015 Adjusted EPS Outlook.

I want to take a moment to discuss the change we are making to our adjusted earnings outlook to avoid any confusion that may arise. Our prior guidance included the amortization that we carry from past acquisitions, which we do not believe accurately reflects the underlying performance of the company.

Beginning with this quarter, we will exclude intangible amortization from our adjusted EPS guidance. On a like-for-like basis, our prior guidance of $3.80 per share for 2015 has been lowered to a range of $3.35 to $3.45, which relates to what we view as an industry reset faced by our Valves & Controls segment.

As a result, excluding $0.45 of amortization, our new 2015 guidance of $3.80 to $3.90 would compare to $4.22 in 2014 on a like-for-like basis, not the $3.78 of adjusted EPS we reported last year.

We have included a reconciliation at the back of our earnings presentation to show what the comparable year-ago period would look like in our new adjusted EPS look. Please turn to slide number 16, labeled Balance Sheet and Cash Flow. Ending debt was approximately $3.3 billion, or $3.2 billion on a net debt basis, inclusive of global cash on hand.

In the first half of this year, we returned over $300 million of cash to shareholders in the form of dividends and share repurchases. As a reminder, we completed $200 million in share repurchases during the first quarter, and we have $800 million left under our current $1 billion authorization. Our ROIC ended the quarter at 10.9%.

As expected, free cash flow did improve from the first quarter, but our working capital performance is still not where we'd like it to be given our top line performance so far this year.

The working capital opportunities, mostly inventory, are within Valves & Controls and Flow & Filtration Solutions, and we remain strongly committed to our free cash flow targets for the full year and still expect to generate 120% or greater of net income. Please turn to slide number 17, labeled Improved Cash Generating Capabilities.

The left-hand side of the slide is one we introduced recently, and it demonstrates how the cash generating capabilities of the company have changed over the past couple of years. We have a long successful track record of converting 100% of net income into free cash flow. But for the past couple of years, that number has been close to 120%.

Given the working capital opportunities we believe that we have over the next few years, we expect our free cash flow conversion to continue to run at these higher levels. However, over the longer term, given our amortization, we expect to generate free cash flow close to 110% of net income.

The right-hand side of the page is a reminder that our capital allocation strategy remains disciplined and consistent. We remain committed to maintaining our investment-grade rating. We have raised our dividend for 39 consecutive years, and our dividend yield is competitive at 2%. We continue to invest in organic growth.

And finally, we'll continue to look at using our excess cash flow in the best way to drive long-term ROIC improvement, whether that be acquisitions, share repurchases, or a combination of both. Please turn to slide number 18, labeled Q3 2015 Pentair Outlook.

For the third quarter, we expect core sales to decline approximately 2% to 3% and FX to present a 6% headwind. At a core basis, we expect Valves & Controls sales to be down 11% to 12% based on the shippable backlog, and we expect to be further project delays.

Flow & Filtration Solutions core sales are anticipated to be down 4% to 5% on slower industrial and infrastructure business. Water Quality Systems core sales are expected to grow 7% to 8% on continued strength in aquatics, foodservice, and environmental systems.

Finally, Technical Solutions core sales are anticipated to be up 2% to 4% on the strength of energy backlog in our heat management solutions business, offset partially by continued sluggish industrial capital spending. We expect adjusted operating income to be down roughly 18% and adjusted operating margins to contract 140 basis points to 13.8%.

Below the operating line, we anticipate our tax rate to be approximately 23%, net interest and other to be around $19 million, and the share count to be approximately 182 million. Our third quarter adjusted EPS guidance range of $0.94 to $0.97 represents a decline of roughly 14% year over year.

We also expect free cash flow to continue to improve as we manage working capital closely. Please turn to slide 19, labeled Full Year 2015 Pentair Outlook. For the full year, we are now expecting adjusted EPS of $3.80 to $3.90, which excludes intangible amortization.

For the full year, we expect core sales to decline 2% to 3% and FX to be around a 6% headwind. Valves & Controls sales are anticipated to be down 11% to 12% on a core basis. Flow & Filtration Solutions sales are expected to be down 4% to 6% on a core basis.

Water Quality Systems sales are anticipated to be up 6% to 7% on a core basis, and Technical Solution sales expected to be up 1% to 2% on a core basis. We anticipate growth in our residential and commercial and food and beverage verticals, with energy declines expected to continue and industrial to remain sluggish.

We expect adjusted operating income to be down 14% for the year and adjusted operating margins to compress 70 basis points to 13.8%.

We have talked at length during this call about the actions we are taking to right-size the Valves & Controls business, and we expect to enter 2016 stronger as we navigate near-term market challenges, mostly in energy and industrial.

We expect overall corporate costs to be approximately $90 million, net interest and other to be around $73 million, our full-year tax rate to be around 23%, and the share count for the full year to be approximately 183 million. Adjusted EPS is now expected to be down roughly 9% at the midpoint of the range.

Finally, we expect another strong year of free cash flow at approximately $750 million or greater than 120% of net income. Lindsey, can you please open the line for questions? Thank you..

Certainly. Your first question comes from the line of Steven Winoker of Bernstein. Your line is now open..

Thanks and good morning, all..

Good morning..

Hi, Steve..

I'd love to dig into the whole commentary around industry reset and make sure I understand the difference between a reset and structural problems, as evidenced by pricing pressure and increased competition in Valves & Controls.

So, Randy, could you just maybe clarify your thinking on this front? Are you seeing increased competition? What are you seeing in the marketplace? You talked about excess capacity, et cetera, from a structural perspective..

Let me back up and just talk about – what we did during the quarter is we actually saw – as you can see, we saw revenue come in about where we thought we were seeing, but we weren't seeing the margins come in. So when we dug in deeper, we saw that the business was under more margin pressure.

That was less about price and more about the fact that the costs that we had agreed would come out weren't coming out, and that's cost above material.

And at the same time, we saw too much optimism in terms of all of the products not only in the quote log that was going to close, but in the backlog some more hope than certainty about when those things would ship.

So as we looked at those realities, we said we need to be much more radical about our cost reductions, we need to accelerate a lot of our thinking about reducing the complexity in the business. And that's why John and I leaned in, and I have John specifically leaning in even deeper to drive a bigger cost-out agenda.

Yes, we're seeing more price competition. We even feel it a little bit on the MRO side, though that's anecdotal, not a trend. And I think basically the longer this goes on and if you look at the whole industry serving oil and gas and all elements of it, there's going to be a wringing out of cost to get efficiency.

And so for us to compete in this environment, we characterize that as an industry reset. The business was hoping it was just a temporary downturn. That's why we used the language we did. That reality is well understood now in the business and the requirements to take the costs out are known and we want to show a commitment to action..

John, I don't know if you want to add anything, but go ahead, Steve..

What do you think is happening on the competition side? Given the industry situation and excess capacity, are you actually seeing some of the smaller or mid-sized guys struggling to the point where you could see some industry consolidation occur more aggressively as a result of that, and what do you think is on that front?.

Absolutely, Steve. This is John. I think to Randy's point, we're seeing quotes in funnels that we're getting quote dates on them and then those quote dates are being pushed again to next quarter and the quarter after. The reality is the longer those quotes gets pushed off, the more likely they are not to be let, at least not in this year.

So we do have a lot more competition quoting for jobs. There's a lot more time to evaluate other competitive orders against other competitive orders because we're not in a rush to get it done in 30 days or 60 days on the quote side. And there is more competition coming in.

And as Randy mentioned, we've got to be competitive ourselves and we are going to continue to see the smaller people be more aggressive. But if they don't win, then I think there's a consolidation that has to occur..

Right. Over time I think it will lead to more consolidation. The smaller guys, they're bidding to keep their doors open and they get aggressive on price..

And is that a place where you'd want to participate in the consolidation in that sector as opposed to your other businesses?.

As I mentioned, we have two really high performing, as high performing as any business as anybody has in Water Quality and Technical Solutions, and they're ready to go on M&A. I think we could do well in the consolidating of the valves space, but I want to sort our own situation out first so I can do that with confidence..

All right, fair enough. Before I hand it off, just one more thing.

Are you seeing on the inventory commentary inventory advances or working capital pressure as a result of the current environment? Is your outlook for working capital pressured at all because of the customer situation at this point?.

No, I think not. You can see the signs. We still improved working capital in the quarter, we just didn't improve it as much as last year. And that's as much because sales was down so much. It takes a while to shovel it out, if you will, as sales come down. So we've got great processes on receivables.

And a big part of it is in Valves & Controls, and because of their hopefulness around some of the stuff breaking loose, they were less aggressive on the inventory side than I think they will be going forward..

Okay, great. Thank you..

And your next question comes from the line of Deane Dray with RBC Capital Markets. Your line is now open..

Thank you. Good morning, everyone..

Good morning, Deane..

I'd like to stay within this industry reset definition and maybe if you could share with us in Valves & Controls what the CapEx decline expectations are for this year. You said it's 20% year to date. How bad do you think it turns out for the year? And maybe if you can give the specifics around upstream, midstream, downstream..

There's a lot of data out there, Deane. We've seen it as bad as 30% on the high end of the data that we've seen. And that would probably represent the upstream CapEx spending where the cuts are harder, and we've seen the average that we were using around 20%. It's a little less than the downstream and a little deeper in the upstream.

The midstream is, as Randy mentioned, especially outside oil and gas and LNG, et cetera, is still in a relatively growth mode. So it's a pretty deep cut. And we think that given the fact that we've come through two quarters, it's not likely that August and July, which tend to be slower months, are going to rapidly pick up.

And then when you come out of the Q3 window and you've got one quarter left, it's very easy to push those projects into next year.

So we're taking the view that the high end of the range is what's likely to occur, and we think that this lingers through the first half of 2016, and then we're hopeful that it starts to recover at the end of 2016 as some forecasts would suggest..

So I would think of it as – obviously exploration and production, the exploration side is down the most, and that's well understood. But particularly the large integrateds, they cut capital more generally. And we understand how that works for a big company. It could be as much as 30%. That's what we're using as our planning assumption..

Is that 30% across the upstream, midstream, downstream, so in total for Valves & Controls?.

Yes, I'd say roughly it fits. It's how we're looking at it, how it will impact us..

Okay..

So that's why we're being more aggressive on cost. And, Deane, you followed us a long time. We've been, unfortunately, at this movie before, so we know how to get it to turn out right..

All right. So just from our perspective, it looks like you are being very conservative, and certainly you couldn't look at this and say you're being optimistic. So we like seeing a point that it could worsen from here, and we know this is an industry event, not a Pentair execution side.

And then, just to switch gears, if we could, Randy, to the extent that you can, can you comment on the activist news, any initial discussions? And very specifically, I think where everyone was a bit surprised was the emphasis that you all would be a consolidator in the Flow segment.

And maybe if you could, reconcile what your ambitions are in M&A versus what the activist might be suggesting..

We have a lot of shareholders, and we've talked to all of them. We welcome constructive input from all of them. So we've had discussions with a lot of folks. That's why we've led to a lot of things we've done. I talked for some time about the fact that we have – and it's one of the reasons why we changed the way we were talking about earnings.

We believe we have an advantaged structure. We have strong execution skills. We have proven that we can do large and creative deals and pull them off well despite what we're seeing now, which is as you said, a market downturn, not an issue with what we've done with the business. So we are logically the right consolidator.

It was part of the vision as we looked at it to build the company and get scale and have this advantaged structure. And we want to put it to work. We want to put it to work across the segments in a way that creates shareholder value going forward. We think we are aligned with shareholders on creating shareholder value. We're not happy.

We're not satisfied at all with recent performance, and we're open to all kinds of ideas. And we believe we've earned the right to be a consolidator, and we want to be..

Great, thank you..

Your next question comes from the line of Mike Halloran with Robert Baird. Your line is now open..

Good morning, guys..

Hi..

On the cost saves side, could you just line out what's incremental this quarter versus what you guys lined out on the first quarter? It certainly sounds like you're layering on more cost saves going into next year based on just three months ago, but I wouldn't mind hearing what the difference is and, if you can, put some numbers around it..

So when we came out of Q1, and I'll just talk to Valves & Controls specifically, Mike, and I'm going to come back to the other GBUs, which are actually performing relatively well in the markets that they're involved in.

We wanted to get $40 million to $60 million across Valves into 2015 to 2016, and that was relative to expecting that the foreign exchange headwinds would be about that and suggesting that that would be a permanent reset that needed to be dealt with.

We're now tasking, if you look at the slide, close to $135 million of costs out when you add in the sourcing benefits, and so those are comparable numbers.

We did not and have not felt like we're going to realize much of that first opportunity of cost that we wanted to get out, and that's why we're making the change and ongoing in there with Randy's direction.

And we're working through how to get it out in a way that actually reduces complexity, improves the customer experience, and positions us well for the recovery when it happens..

That makes sense, and then on the pricing, last question there. I don't want to beat a dead horse. But can you talk about the pricing on a net basis in the marketplace today? Obviously, you're seeing some pressure from a bidding perspective.

But when you think about how you guys are sourcing with commodity deflation – probably there's a little bit of a benefit for you guys.

How is that lining out cumulatively for you guys?.

As we look at it, even in Valves & Controls, when we're into the aftermarket or the MRO or the like product in a like market, the pricing pressure has been relatively flat. There's competition, but for the most part there is a desire to replace a like-for-like component there. And we're not seeing huge pricing pressure on the installed base.

It's more the larger projects. The same would be true in the rest of Pentair as we go through into the aftermarket. We're seeing modest price increases right now. Certainly we're not in a situation where we can raise price given where raw materials are. But we are net-net in a positive position on that, as you suggest..

Thanks, guys. I appreciate it..

Thank you..

Your next question comes from the line of Scott Graham with Jefferies. Your line is now open..

Hi, good morning. So obviously, the process markets are treating you with a lot of difficulty like everyone else. My question is really about within 30 days – I'm sorry, 90 days, we've had what I would call a draconian change in the way you guys are talking about this business. It was looking weak, and now it's looking really weak.

So my question is a couple years ago, we went to a structure where your global business unit heads reported directly to you. And I'm wondering now if we need another layer in there because it just seems as if whatever happened in Valves & Controls I believe should have been sniffed out a little earlier than this given the degree.

Could you bring some thought to that, Randy, and whether in fact the company needs a COO?.

Scott, it's John. Real quick, let me just give you the Valves & Controls view. When you take a look at the quote funnels Randy mentioned, it was at record levels. We have a record quote funnel.

I think the a-ha moment for us was when we started to ask appropriately the movement in that funnel, what was actually getting quoted, what was actually getting pushed out, how many of those projects have been there for long periods of time.

And then you get to the fact that there was a lot of projects in there that we honestly felt were not going to get quoted this year and therefore not going to come into backlog. It's very easy for people to want to believe in an optimistic forecast, especially in the future, because it takes away the pain of having to deal with the reality.

And so we're acknowledging the reality of where we are. We're getting on with the solutions that we have to implement, and that's where we're going forward. I think it was our questioning of the leadership and going through that funnel that led to the realization that the back half was not going to recover.

Now there's a lot of market data out there that would say that there is some hope that the second half will recover. We're just not buying into it..

Layers don't improve. Simplicity layers don't improve communication. Layers don't do anything except for expand capacity which – I think that would be a fair question to ask. When our COO retired, we asked four presidents to step up to be mini COOs. Could we have seen this sooner? Probably. Should we have seen it sooner? Your judgment, it's up to you.

But we did see it. And we thought we acted as fast as any COO would have ever acted..

Fair enough, thank you for that answer. Let me just ask this one follow-up, if I can. On the synergies with the Valves & Controls business, we had that number pegged at about $270 million, if I recall. I was just wondering how much synergy savings, separate and apart from your restructuring, is still on the come for you guys in this business..

Let me start by – let's look at the arc of Valve & Controls since we got it. If you take a look at our current outlook on a like-for-like basis – John, correct my numbers to get them accurate, we were down $400 million in sales. Yet on $400 million down in sales, we will have the same margin as the business had when we bought it.

That isn't because we haven't done anything. That is because we've done a lot. And with volume, we get the cost structure down more. Even with pricing pressure, we'll be a winner in this. We've had to do this before. It's not pleasant. Yes, I wish I started it six months ago or even three months ago. We started it a month ago.

And so all the cost we took out is out. This business wouldn't be making 10% right now in this outlook if we hadn't. It was making 10% when we bought it.

John?.

So you're saying that the answer to my question is that the costs are out, the $270 million is done..

Yes, run the math and you'll see what this business would look like if we hadn't done what we did already..

Thank you..

But there's still too much complexity. There's still too much. There's still opportunity..

And your next question comes from the line of Joe Ritchie with Goldman Sachs. Your line is now open..

Thank you. Good morning, everyone..

Good morning, Joe..

Just touching on the leadership change for a second in Valves & Controls, can I just better understand what your thought process is right now? John is going to take over in the interim. You mentioned you hired a new sales leader. I'm just trying to understand what the long-term direction of the management team is on that business..

Sure. One of our management philosophies is when you don't fully understand what the core issues are, you go to the problem. That's what we expect in leaders. You go to the problem. You understand the problem yourself. And then you define the execution plan, and then you act. And that's what John and I did on this.

And what we do is, to the earlier point, you've got the layers out of the way in order for you to see that. And we decided that rather than appoint a new president right away, we should understand the problem more fully. And I have ultimate trust in John. And barring myself doing it, John is the right guy to do it.

So we will find and appoint the right president for that and make a very thoughtful choice. And so the structure will still be four presidents, four segments..

Okay.

But I guess from a timing perspective, how long do you think it will take to really decipher what's going on and then start to think about who the successor would be?.

Right now, we've got a good handle on the cost and we're working through some of the changes we want to make to be more effective on the sales end. But I'm not going to gate it to that. We're going to take the time this time to find the right – and judge the people to get the right leader, which maybe we should have taken a little more time to do..

All right, that's fair enough. And, John, maybe going back to your comment earlier on the $135 million in cost-outs, to your point, it seems like you didn't really realize much of it in the second quarter. And so I'm just trying to get a sense for the cadence.

How much do you expect to see in 2015 versus the benefits that you would expect to see in 2016?.

We have very little of that expectation into the 2015 forecast..

We did have some in the prior forecast..

We did have some modest in the prior forecast, but very little of the overall expectation is in the actual 2015 expectations at the moment. I would expect that we're at a full run rate basis by Q4, but the nature of how we bring that through to manufacturing and inventories, we would expect to see that benefit in 2016..

Okay, all right. That's helpful. Maybe just following up on that for one second.

Given that we haven't seen a lot of pricing pressure yet on the Valves business but maybe there's some to come in the second half, would you then expect the decrementals to potentially get worse then from here in the second half of the year, or do you expect some of the benefits to help offset that? I'm just trying to get a sense for what your thinking is within the guidance..

We've gauged the trend on the margin pressure into the back half of the year, and we have not yet put any of the expectation of the savings into the back half of the year..

So we believe we have pretty sober assumptions about the decrementals..

Okay, fair enough. Thanks, guys..

And your next question comes from the line of Steve Tusa with JPMorgan. Your line is now open..

Just on Technical products, you guys cut the forecast there on sales as well as margins a bit. I think on the sales front, it looks like the fourth quarter is going to be really tough there.

Can you maybe just talk about those dynamics?.

We have an energy and industrial business in Technical Solutions, and we took a little bit of the trends that we're seeing in the Valves & Controls business and applied them to some of the fourth quarter assumptions, thinking that some of that might slip into 2016..

Okay.

And so that's like backlog-related business like maybe some offshore stuff where the backlog rolls down?.

Correct..

Okay. And then on this cash EPS change, obviously there was a filing from one of your major shareholders that talked about this move. This happens a few weeks after that comes out.

Was there something that was in consideration prior to the activist discussion? It just seems the timing here in concert with the $0.40 EPS cut, I'm just curious as to what the thought process was on that front..

We've been considering this for some time and we've been hinting at this for some time in several of other earnings calls and analyst discussions where we had the slides out there showing the impact of the amortization.

When we take a look at our advantaged structure, how Randy said, we don't think necessarily people are looking at below the EBITDA valuation of the company and we think the performance isn't being properly reflected..

Okay. One last question. If you adjust to the new margin guidance for Tyco Valves & Controls, and clearly I think without the cost-out you would be at a lower profit level. That's pretty clear in light of the revenue dynamics.

What is your return? Have you reset that return on that investment? Where is your return now on the Tyco Flow deal ROI?.

It's still exceptionally high. We're well north of 10% on that deal. You've got to remember that the advantaged structure also leaks over into the value on the rest of the Pentair businesses. So the structure itself and what it's done to optimize the below the line has helped us immensely..

Right, the tax benefits..

Thermal has done very well..

Okay. Thanks a lot..

Thank you..

Your next question comes from the line of Shannon O'Callaghan with UBS. Your line is now open..

Good morning, guys..

Hey, Shannon..

Good morning..

Hey. Can you explain a little bit more this retooling of the sales force in Valves & Controls? I know obviously there's just a ton of end market pressure on you guys right now. But even back when those end markets were pretty decent, it seems like there was work to be done on retooling the sales force.

What are the issues there that you're trying to resolve and what do you think the fix is?.

We're working with a professional sales leader. And we have always felt that where a territory leader might have a budget, that budget is not properly broken out by account.

And we feel it takes a different type of sales leader to call on a global account, a different type of sales leader call on an EPC and then a different type of sales leader to call on the base MRO/services opportunities. In some cases, that was the same sales leader in that territory calling on all three.

So we're looking at it from a customer back account-based optimization and looking at those metrics globally to make sure we're properly dealing with the opportunities in the regions where those opportunities exist and we're making sure that we have that optimization.

We're also going a step further to say once that quote comes in, how do we optimize the quote process. And when we're in a standard product quoting, we should have that in hours, not days.

And when we get into longer-cycle engineer to order, there should be some thoughtfulness put into which projects we should be quoting and what is the prioritization of what's in the backlog, not all projects being equal. So that's what we've been working on. We've been working on that for close to nine months now.

We've rolled it out in some of the regions and seen some great results from it. And we think we're going to continue to advance that sales optimization throughout the rest of 2015 into 2016..

And is there another business within Pentair that you're modeling that off of that does that well, or is that something outside the company that you're using where you've seen that work?.

Clearly, our aquatic systems business is account-based, sales-focused, calls on the end user, specifically on the end user, and that's served us quite well. We do also have other pockets of success in Pentair that we're modeling that against it as well..

And then just in terms of the acquisition potential in Water Quality and Technical Solutions, I understand those are the ones operating well, and so they're the ones that are ready to fire away on acquisitions if they find them.

But can you just give us a little sense what that market map looks like for those businesses in terms where you could take them via acquisition?.

There are a number of opportunities for consolidation there. They're still pretty fragmented, too, when you take a look at Water Quality, which includes the whole residential and commercial filtration area.

It includes the aquatics area, which is pool; and then the aquaculture space, which gets us into some food processing, which is growing very rapidly. It's just small still, still small. So really there's a pretty broad play there. We're large in residential filtration. We think residential and commercial filtration is a good space.

And now I think it's really well in a good home in Water Quality Systems. Then in Technical Solutions, we have a high-performing, high-execution business that has done great with everything we've ever put in there.

And there's still – despite the consolidation that's going on in the whole industrial and electrical space, there are still opportunities there..

Okay..

I'm not going to get into it right now..

That's helpful. Thanks a lot, guys..

Thank you..

Your next question comes from the line of Jeff Hammond with KeyBanc Capital Markets. Your line is now open..

Hey. Good morning, guys..

Hey, Jeff..

Hey, just as a follow-on to Shannon's question, can you just talk about what's in the pipeline more imminent or visibility within those two segments where you want to grow and how that does or doesn't impact how you're thinking about buyback?.

I'm not going to talk about – we have things in the pipeline. That's as far as I want to go. And we have a $1 billion authorization. We already did the first $200 million of it this year, and that was what we intended to do. So I wouldn't announce any change in that. So we've talked for some time about the fact that we've been looking.

But there have to be sellers as well as buyers. I guess that goes without saying. I don't know if I....

Jeff, and the other thing I would add is we have a very active pipeline. It's across a lot of our growth, as we call them, platforms or technology positions. We're always looking at that active pipeline.

And right now, I would feel that we're far enough down the line on several of them that we feel that our current capital allocation plan is appropriate..

Okay.

And then just real quick on Tech Solutions and the Thermal business, can you just speak to maybe why that business is growing so nicely in this tough environment and maybe the disconnect versus what you're seeing in Valves & Controls?.

I would say that they went through their – the thermal business went through their adjustment to the new reality in oil prices when oil prices first started to fall. And even before they started to fall, when the oil fans, which is a large segment for thermal large market, cancelled a lot of projects.

And so a lot of their opportunity was wrung out during 2013, even the fourth quarter of 2012 and 2014. And then their focus was on winning the things that we thought would really happen, and they did. So those are in the backlog now. That's why we showed a measure of caution about how long that will continue. But right now, they have a good backlog.

They have great execution. They've been very responsive to customers' needs to reconfigure projects to save money, and our team is really good now. And so the backlog is good, but I mentioned actually the backlog is up in the quarter and there are a lot of smaller projects. There's a fair degree of maintenance in that business.

So these small projects we think are pretty solid, but we're going to be cautious given what we've seen in Valves & Controls..

All right, thanks a lot..

Thank you..

And your next question comes from the line of Nathan Jones from Stifel. Your line is now open..

Good morning, Randy, John, Jim..

Good morning..

If I could just ask you a question about slide 14, you have a lower sales outlook there of $110 million and an operating income impact there of an additional $90 million just on volume, which is a decremental margin on that of about 82%, which seems incredibly high.

I would have thought just not buying steel would have the decremental being lower in that. And obviously, it looks like zero benefit from any restructuring actions.

What could move the needle there so that that is not quite as bad as what you've put in that forecast?.

So your math is right. The slide is right. We reviewed the slide and did the same look internally.

It is solely related to the drop in the operating income outlook of Valves & Controls, and you're seeing there both the high volume drop-through, which is the high decrementals in the first bullet, plus the realization that the cost actions that Randy and I tasked them to focus on this year are not likely to occur this year..

(59:23)..

And that's the impact that you're seeing that drifts into (59:28)..

Okay. So the absence of some benefit from cost actions in there as well, as Jeff illustrated, leverage on sales..

The positive change is accelerating those actions and realizing the benefit on these actions or doing slightly better on the expected booked margin of those projects..

Okay, thanks. And then I'm just going to actually ask a question that's not on energy. You said the residential and commercial – I thought you'd enjoy that. The residential and commercial part in Flow & Filtration was down 10%, with a big impact there from the floods.

Could you possibly quantify that and how that business is tracking ex those discrete events?.

As we've said before, we've exited some product lines, which has been a good margin – not products but basically the big box sales. We've been over a two-year process of exiting that, and that's been a margin lift, but it's been a top line and that's probably half of it. And then we actually think we're making pretty good progress on the pro side.

But basically, all our distributors stopped buying and it just started raining and that's a pretty big market. And we believe others have seen that as well. So we don't believe it's going to stay down that low.

We think the residential/commercial growth or market growth that's showing in Water Quality Systems is more along the lines of the end markets that we're seeing. There, we even grew in China..

And we must be about lapping the big box exit now, correct?.

At the end of 2015..

End of 2015..

End of 2015. Okay, thanks very much..

Thank you..

And your next question comes from the line of Brian Konigsberg with Vertical Research Partners. Your line is now open..

Yes, hi. Good morning..

Good morning..

Okay. I'm going to ask one in Valves & Controls and then I'll move on as well. But on Valves & Controls, and I think it relates to Nathan's question also. So I guess I just didn't understand the explanation there, just the fact that you're not going to be realizing some of the savings you had previously anticipated.

I don't understand why that would add to the incremental the way you're describing it. The incremental should be incremental on the volume. Just because you're not getting the savings, I would assume that doesn't – that would reduce the decremental, not augment the decremental..

We're comparing to a previous forecast where the expectation of realizing those benefits was in it. We're not comparing to prior year. So what we're looking at and what we're saying is that the change in the year, the change in the forecast and revenue versus the April forecast about changing the operating income, that was the question he was asking.

If you look at it year over year, you'll see those high decrementals as well, but they're close to being in the 60s, and that's just the difference between sales and material..

Okay. But maybe you could....

(1:02:27) other costs out..

Okay, I got it. But just maybe touching more on that, previously Valves & Controls, you were looking at 14% previously. Now you're looking at 10%, and 10% excludes intangible amortization as well. So it's probably more like a 500 basis point decline, maybe more, I don't know..

It depends. We have not adjusted any of the segment margins for enhanced lag (1:02:50)..

That hasn't been adjusted, okay. But can you bridge that a little bit? How much of that is volume? And I know you're not baking any savings than they are now.

How much of that is volume, price, and exclusion of savings? Can you maybe give a little bridge from that perspective?.

There are one to two points of standard margin decline on a year-over-year basis, and the rest is just the volume drop-through..

Just leverage..

So no price is in that number pressure?.

I just said it's one to two points of margin decline..

Okay, got you. And then I'll just move on to – in Water Quality, so resi, commercial, food and beverage still doing well. Maybe food and beverage specifically, so that's been doing very well for a long time. Maybe just give a taste of how do you see the market progressing from here.

Is that still going to be a source of growth for you? Is there an opportunity for that to remain a nice contributor for the top line?.

We think it will. We have innovative products. We have a great relationship with customers. Our newer products are gaining share. So in both the foodservice business and in food and beverage manufacturing, we expect that to continue..

Okay, thank you very much..

All right..

Thank you..

Thank you..

All right, thank you very much for your questions.

Operator, you can give the call number or the replay number?.

Thank you for participating in today's Pentair Q2 2015 earnings conference call. This call will be available for replay beginning at 12:00 Eastern Time today through 11:59 PM Eastern Time on August 28. The conference ID number for the replay is 77788152. Again, the conference ID number for the replay is 77788152.

The number dial for the replay is 800-585-8369. Again, the dial-in number for the replay is 800-585-8369. Thank you. This concludes today's conference call..