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

Deane Dray - RBC Capital Markets LLC Andrew J. Ronkowitz - Morgan Stanley & Co. LLC Steven E. Winoker - Sanford C. Bernstein & Co. LLC Joseph A. Ritchie - Goldman Sachs & Co. Charles Stephen Tusa - JPMorgan Securities LLC Shannon O'Callaghan - UBS Securities LLC Nathan Jones - Stifel, Nicolaus & Co., Inc. Jeffrey D. Hammond - KeyBanc Capital Markets, Inc.

Brian Konigsberg - Vertical Research Partners LLC Brian P. Drab - William Blair & Co. LLC Christopher D. Glynn - Oppenheimer & Co., Inc. (Broker) Joshua Pokrzywinski - The Buckingham Research Group, Inc. Joseph Giordano - Cowen & Co. LLC David L. Rose - Wedbush Securities, Inc..

Good morning. My name is Kim, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Pentair Q3 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.

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

Thanks, Kim, and welcome to Pentair's third quarter 2015 earnings conference call. We're glad you could join us. I'm Jim Lucas, Vice President of Investor Relations and Strategic Planning. And joining 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 third quarter 2015 performance as well as our fourth 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..

oil & gas, power, and mining; and one on our Industrial vertical which is the process industries. Orders were down in three of the four sub-verticals, with power being an exception for the second consecutive quarter, with power orders growing 6%.

While we continue to see activity in LNG and received a few orders in the quarter, it was not nearly enough to offset the lower orders across the rest of the oil & gas value chain. As mentioned earlier, in addition to weaker project sales, we've also seen lower MRO sales this year.

Given that we have some products such as pressure relief valves that are using critical applications and are highly-serviced, we believe this is an indicator that deferral of maintenance is occurring more broadly this year. While the overall rate of order decline was consistent for the second consecutive quarter, it's too early to call a bottom.

We continue to expect ongoing weakness in the longer cycle project business, but we do expect to see the short cycle business return to growth in 2016. We continue to believe in the long-term prospects for Valves & Controls. Now let's move to slide nine to review the actions we're taking to right-size our Valves & Controls segment.

Last quarter, we discussed the acceleration of more dramatic cost-out actions within Valves & Controls. I asked John Stauch to lean in and drive the actions needed to right-size the cost structure of the business, given the ongoing industry challenges.

I'm pleased to report that the team has rallied with a great sense of urgency and has stepped up to the challenge. As a reminder, we've targeted $130 million in gross cost-out actions.

That is $115 million of permanent cost structure adjustment and $20 million of accelerated sourcing savings to help offset anticipated project pricing challenges next year. Of the $135 million identified so far, we've executed actions targeting 2016 savings of $125 million, and expect to execute the remainder during the fourth quarter.

While we're not in a position to provide 2016 guidance yet, it's worth noting that we expect there to be incremental costs do return next year. Pricing on larger projects has seen continued pressure, and we do not expect this to moderate next year. We'll have virtually no incentive pay in 2015, and we want to build a plan to earn those back next year.

In addition, we expect additional cost-out actions and there will likely be incremental spending that target savings in 2017. Further, the project push-outs that we have experienced this year are expected to continue. So, these $130 million worth of actions should be seen as gross savings.

And they will be key to putting the Valves & Controls segment in a position to grow income in 2006 despite the ongoing top-line uncertainty. Now, let's move to slide 12 (sic) [10] (10:51) for a look at our Flow & Filtration Solutions segment.

Flow & Filtration Solutions had an 8% top-line decline with core sales down 1% and FX translation a 7% headwind. This is a solid showing for Flow & Filtration Solutions as the core business showed further signs of stabilization and we believe it is on track to return to growth in the coming quarters.

Food & Beverage was up 11% in the quarter, led by growth in our global beer and dairy businesses. Our agriculture-related businesses were down modestly, which is encouraging given the industry as a whole is down double-digit. Residential & Commercial was down 5%. It would have been up modestly if we exclude our previously communicated big box exit.

Industrial was down once again as we saw a delay in some of our pump and filtration sales serving OEMs and tough year-over-year comps in our industrial fire business. Encouragingly, our Infrastructure business grew 6%. This was one quarter earlier than we expected to see growth in this vertical.

Both the municipal flood control pumps and water reuse projects contributed to the infrastructure growth. Segment income was flat, and margins expanded a healthy 100 basis points to 14.6%. Productivity was especially strong this quarter, and the decision to exit low margin products also helped the profitability of the segment.

The focus for the segment in 2015 has been to stabilize the business and drive margin expansion. And the third-quarter performance was validation that the business continues to move in the right direction. I also want to mention that we had a leadership change in Flow & Filtration Solutions at the end of the quarter.

We recently hired Beth Wozniak to lead the business. Beth joins us after a long and successful career at Honeywell, where most recently she was President of its Environment and Combustion Controls business. Beth brings a strong track record of growth, and we're excited to have her join the Pentair team.

Now, let's move to slide 11 for a look at Water Quality Systems. Water Quality Systems once again had a solid quarter with 3% core sales growth, though lower than the 6% core growth last quarter.

During the quarter, our water purification and food service businesses both saw destocking in China as the correction there led to numerous customers being more cautious. We're monitoring the situation closely since we still expect growing demand for our water filtration products in China.

Further, our aquatics business saw some timing impact in shipments due to flooding in Texas during the second quarter that delayed a number of installations, and dealers as a result managed their inventory levels very closely in the quarter.

Despite the China inventory destocking and channel purchasing delays, Water Quality Systems' Residential & Commercial core sales grew 4%, while Food & Beverage was flat. Segment income grew 8% and margin expanded 150 basis points to 18.8%. Price offset inflation, and productivity was strong. In addition, mix was favorable.

Segment continued to invest both in new products and in selling and marketing. We continue to expect good growth and margin expansion for the full year. Let's now turn to slide 12 for a look at Technical Solutions results.

Technical Solutions reported a 1% decline in sales, comprised of a 2% core sales growth, a three-point contribution from ERICO and an FX headwind offset of 6%. Industrial sales were down 1% as our enclosures business saw continued softness in the short cycle Industrial business and further destocking in some of its distribution channels.

Energy grew 9% as our thermal management business continued to ship two projects. Residential & commercial grew 9% as demand for our thermal building solutions products was strong. Infrastructure was the one negative in the quarter with a 17% decline, as our electronics business faced tough comps and overall sales to telecoms softened.

Segment income was flat and margins expanded 30 basis points to a strong 23.4%. Mix has been negative this year as more of the thermal growth has come from lower margin large projects than higher margin MRO product sales, which have been soft. Price and productivity offset inflation for the quarter.

Given the near-term headwinds in the short cycle Industrial business, we're addressing the cost structure accordingly. The fourth quarter will have a full quarter of contribution from ERICO which we expect to help offset Industrial softness and the continued tougher comparisons on the Energy side of the business.

Now let's turn to slide 13 for a view of how we're closing out 2015. Before I turn the call over to John to discuss our fourth quarter and full year outlook in more detail, I want to discuss how we feel our portfolio's positioned entering the fourth quarter and as we exit 2015.

We'll provide more color on our long-term strategy in our November 6 Investor Day Meeting in New York, and we'll provide our initial outlook for 2016 in mid-December.

With the closing of the ERICO acquisition and the integration efforts well underway, we now expect approximately $0.05 of net accretion in the fourth quarter after accelerated integration costs.

This accretion is expected to be partially offset by the expected weaker fourth quarter short cycle sales than we saw a year ago with our Energy and Industrial verticals. The right-sizing of the cost structure for Valves & Controls is on track and underway, and the benefits are expected to readout meaningfully in 2016.

Sales into the Residential & Commercial and Food & Beverage verticals remain healthy. Infrastructure, while our smallest vertical, is also positioned to deliver growth primarily within Flow & Filtration Solutions, while Technical Solutions continues to expect to see ongoing weak demand in telecom sales.

Cash flow continues to be a focus, and we expect to benefit from year-end working capital improvement especially within Valves & Controls and Flow & Filtration Solutions. Our full-year target of delivering free cash flow of approximately 100% of adjusted net income remains unchanged.

With that, I'll turn the call over to John who will provide additional color on our outlook.

John?.

Thank you, Randy. Please turn to slide number 14 titled Balance Sheet and Cash Flow. Our balance sheet changed significantly with the closing of the ERICO acquisition as our debt ended the quarter at $5 billion on a net debt basis, inclusive of cash on hand. We were able to successfully complete two bond offerings during the quarter.

And while our balance sheet leveraged at 3.75 times, a little higher than our targeted 2.5 times leverage ratio, we have a detailed plan in place to bring that leverage ratio to around 3 times by the end of 2016.

Our ROIC ended the quarter at 10.1% as our operating income has come under pressure with the top line challenges experienced with our Valves & Controls segment. Free cash flow did improve once again but as we indicated last quarter, our working capital performance is not where we would like it to be given our top line challenges this year.

The fourth quarter is a seasonally strong free cash flow generation quarter and we expect to deliver free cash flow approximating 100% of adjusted net income for the year. Please turn to slide number 15 labeled Improved Cash Generating Capabilities.

The left-hand chart shows how dramatically our free cash generating capabilities have changed over the past few years. We have a long successful track record of converting 100% of adjusted net income into free cash flow.

Given the working capital opportunities over the next few years, we expect our free cash flow conversion to remain at these higher levels. The right-hand side of the page highlights our capital allocation strategy which has remained consistent in recent years.

While our balance sheet leverage has increased with the ERICO acquisition, we remain committed to maintaining an investment-grade rating. We had raised our dividend for 39 consecutive years and our dividend yield remains at over 2%.

We have invested in organic growth and expect to see three of our four segments positioned to deliver organic growth entering the new year. Given the increased leverage on the balance sheet, our near-term use of cash will be of paying down debt. Please turn to slide number 16, labeled Q4 2015 Pentair Outlook.

For the fourth quarter, we expect core sales to decline 5% and total sales to decline approximately 3%, inclusive of foreign exchange headwinds and the ERICO acquisition.

On a core basis, we expect Valves & Controls to be down roughly 16% as we anticipate continued declines in the short cycle business and further customer push outs as we experienced in Q3. Flow & Filtration systems' core sales are expected to be down 5% on slower Industrial sales and lower distributor stocking.

Water Quality Systems' core sales are anticipated to increase approximately 8% by continued strength in aquatics and favorable comparables for our water purification business. Finally, Technical Solutions' core sales are expected to decrease 2% as we expect sales from closures to remain sluggish exiting the year.

Due to pullbacks and capital spending and distributor year-end stocking, as well as tougher comparisons for our thermal business as two large projects in Canada anniversary.

The inclusion of ERICO in Q4 will help both the top line and adjusted operating income, but we are accelerating integration costs into Q4 from 2016 to get a head start on integration activities. We are expecting adjusted operating income to decrease roughly 7% and adjusted operating margins to contract 80 basis points.

Below the operating line, our tax rates should remain around 23%. Net interest and others are expected to be around $34 million, including approximately $16 million of new debt from the ERICO acquisition. And the share count should end the year around 183 million.

Our fourth quarter adjusted EPS guidance is $1.03 to $1.05 which is a roughly 10% year-over-year decline. We expect free cash flow to end the year strong with continued focus on improving our working capital performance. Please turn to slide number 17 labeled Full Year 2015 Pentair Outlook.

We are tightening our full-year adjusted EPS guidance to a range of $3.84 to $3.86. For the full year, we're expecting core sales to decline approximately 4%, and foreign exchange to remain around at 6% headwind. Valves & Controls' core sales are anticipated to be down 14%. We expect Flow & Filtration core sales to decline roughly 4% for the full year.

Water Quality Systems' core sales are anticipated to grow approximately 5%, and Technical Solutions' core sales are expected to grow approximately 2% for the full year. We expect adjusted operating income to be down 12% for the year and we anticipate adjusted operating margins to contract 50 basis points to 15.6%.

We are working aggressively to right-size the cost structure in Valves & Controls, while we believe our other three segments are positioned to deliver margin expansion.

We expect overall corporate costs to be approximately $90 million, net interest and other to be around $91 million, our full-year tax rate to be around 23%, and the share count for the full year to be around 183 million shares. Adjusted EPS is expected to be down 9% at the midpoint of the range which remains unchanged.

Finally, we expect another strong year of free cash flow into, once again, approximate 100% of adjusted net income. Kim, can you please open the line for questions. Thank you..

And your first question comes from the line of Deane Dray, RBC Capital. Your line is open..

Hello. Morning, everyone..

Good morning, Deane..

Morning..

Hey, I'd like to start in Valves & Controls and maybe some more color on the pricing dynamics. It was interesting to see that last call out on page seven where standard pricing is stable, but you have a pressure on project orders.

And I'm betting the project orders is where you're seeing competitors looking to fill up their factories; that's kind of the playbook that they will run. But be curious how is it that standard is holding up so well..

Yeah. So, you're right. I mean, obviously, on the larger projects and there isn't a lot of large projects, but larger projects are the most price pressured. Even some of the smaller projects are receiving a fair amount of price pressure.

But the like-for-like highly-sensitive safety-related valve applications in the standard product have not yet seen a price deterioration. I mean, we are anticipating some, but it's kind of – as of Q3, it's generally held on the price-to-price. We have visibility of that in the systems..

Can you give some specifics in terms of how much pricing pressure you've seen on those – on the project orders?.

Yeah. I mean I would say in general, I mean, we're seeing anywhere from – on a standard larger project, we're seeing 10 points to 15 points of pricing pressure. Now....

With a lot of standard product..

Now, some of that is foreign exchange. Some of that is recoverable through the material and the sourcing lines and some of that we're asking our partners to participate. But it's generally in that range on the larger projects. It's probably in the 5 points to 10 points range on the midsized projects. And as I said, it's relatively holding on standard..

And that sounds like an absolute price difference because you had some adjustments if you're going to go after your partners as well to share in that..

No. That would be what the customer is asking for, and then, obviously, we're trying to....

Yeah. That would be the headline price and then the issue is how much of that can you recapture in terms of source product and others. So, that's – in other words, that's – really, the comment is about net – what nets to the margin, right..

Great. And then just staying in the Valves & Controls side, maybe some perspective from you, John, and you can answer the question either as CFO or as the Head of Valves & Controls, either one is fine.

But the idea is how have you retold the workforce? You've talked about maybe converting or, not maybe, but converting the workforce in more contingent labors.

So, is that still the plan? Where does that stand, and is that something that's built into 2016?.

Yeah. So, real quick. Our customer buys from us either in a short cycle, I need it quickly, I want it for a installed based or MRO aftermarket application, or I'm seeking an engineer to order application or a project. So, our sales force has been working to meet those customer needs in that regard.

So, what we've done is we've aligned the two value streams to support that within the business around those two buying proposals, which starts to identify the needs to serve the short cycle, which means I need local inventory, I need to get it to you in 24 to 48 hours, I have to have service centers to be able to give you the service you need.

And then on longer projects, I can generally ship that from anywhere in the world, and I can begin to work and then engineer the order to the customers' needs. The standard is obviously a higher margin, and you're buying something that you need on a like-for-like basis.

The engineer, we have options, and the first option is, where do we want to play? And where do we want to build our annuity base over the next 10 years? And as I mentioned, I think it was at your conference, Deane, that we have to look at our variable nature of that project business.

So, can we buy some of the products that we're making today? Can we source in some of the products that are lower margin. And then ultimately, as we build that business back over time, we don't want to carry the large fixed cost structure that we had when we were $2.5 billion to $3 billion business.

So, I think as we shape this into 2016 and 2017, those will be the priorities. The team is rallying behind that, as Randy said. It is the right way to shape the business. And we think when we do this, we're going to be in a great position to capture share and to serve our customers better..

Thank you..

Let's talk a lot more about that at the Analyst Day..

Thank you..

Pleasure. (27:16).

Thank you, Deane..

And your next question comes from the line of Nigel Coe with Morgan Stanley. Your line is open..

This is Drew on for Nigel. Just wondering if you could talk a little bit about Tech Solutions and just what you're seeing on the general industrial cycle? I think it sort of come up on every call that an industrial recession is potentially in the cards.

Just whether or not you're seeing that and what you're looking for?.

Yeah, Drew, I think – I mean, as you recall, we saw what we were characterizing as a pause in industrial spending, I'd say really starting in the first quarter, went into the second quarter. We saw it really roll over into a decline with the short cycle which we really see in our Hoffman business.

North America Hoffman which is high share in the industrial world, but broad-based industrial, right? And we saw that, in particular, September; we saw a deceleration. Now, a part of that is uncertainty, how much of it is destocking.

But it is what informs us into – you usually see an Industrial – in Energy, you would see a fourth quarter catch-up on spending. And what we're saying is we don't think it's smart to think that will happen in the fourth quarter this year as a result..

Got it. Okay..

And then we don't know how long it will last, but we do think there's a bit of a knock-on effect. We talked about it before from Energy into the Industrial. I think that's really what this is..

And just as a follow-up, on ERICO, I know not really industrially exposed, more resi-commercial.

But just how you're thinking about top line trends for that business into next year and should we think about the historical rate of growth is in that sort of low-single digit, 4%, zone is the right way to sort of model top line?.

Yeah. We're thinking about 2% to 3% next year for the ERICO. And you're right, it is skewed commercial; 75% of the sales is commercial, which we like that exposure. Our share is low in the rest of our Technical Solutions offering with the exception of the thermal building. We're one of the key players there on the thermal side.

But on the closures and related equipment side, our share is lowest in commercial. And so, we see some opportunities there and we're – we don't have any – we know there are synergistic opportunities, but that 2% to 3% wouldn't include whatever synergy to growth we can get on the Hoffman brand..

Okay. Got it. All right. I'll pass along. Thanks, guys..

Thank you..

And your next question comes from the line of Steven Winoker with Bernstein. Your line is open..

Morning, guys..

Morning, Steve..

Hey. Just a little bit of clarification.

What's the thinking behind moving amortization back from corporate to the segments?.

I mean we had done it from a standpoint of moving to adjusted EPS last quarter. And with the inclusion of ERICO, it didn't seem proper to leave $130-ish million or $140 million in amortization just down below the line.

And so, by moving it back to the segments, it more appropriates where that amortization is held and gives a relative margin range excluding that amortization, which then makes it more relative to the industries in which they compete..

We thought ultimately it would be more helpful. The $0.40 of accretion we talked about for 2016 is on an adjusted income basis. So, we felt that that was more parallel to do – to pass that back down (30:53)..

Okay. Great.

And as you guys are starting to think about and build your plans, your operating plans, for 2016 across the different segments, are you baking into that an assumption about a return to growth within 2016 for Flow & Filtration, or how are you – if you sort of think about a couple of the business units, maybe help us understand – granted it's early, but you still must be already building those operating plans or starting to think about it.

So, how are you positioning on that front for an inflection point?.

Yeah. We're going to go into that framework in a fair bit of detail at the Investor Meeting. But the way to think about it is that we talked it – what I talked about it on the script is, and I'll just walk through segment-by-segment, we are going to control our own destiny in Valves & Controls.

That's why we're taking the $135 million out because we want to build a plan that has income growth next year even if revenue is softer. So, that's sort of the planning effort there. On Flow & Filtration, as I mentioned also on the script, we really are making progress back towards growth.

We will have no more of this lapping of the exit of the large but unprofitable big box segment for us, plus we're seeing – we are seeing Infrastructure, as I mentioned, a quarter earlier in growth there and the backlog supports – our order rate supports that to continue.

So we do think Flow & Filtration's heading in the right direction and we'll have a lot more background on that. And in Residential & Commercial, the third quarter was a little lower but we think that was more ephemeral than anything structural. So -- but that's how we're thinking about it..

Okay. All right. I'll pass it on. Thanks..

Thank you..

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

Hey. Good morning, everyone..

Morning, Joe..

So, my first question, clearly, you guys reduced the 4Q guide slightly on this weakness in short cycle Industrial and Energy.

I'm just curious -- how bad was – and how weak was September? Is there any commentary that you guys can give us on just cadence as the quarter progressed?.

Yeah. I mean, I think we saw the Industrial short cycle down double-digits as we exited the quarter, and we're assuming that, as Randy mentioned, we're not expecting restocking to occur. And usually in the Q4, we're helped in that segment by people buying ahead of what's anticipated to be price increases next year.

And also, we're assuming there's uncertainty in their buying pattern. So, we're adjusting Q4 to reflect September levels carrying through Q4, and we think that's appropriate given where we are in the understanding of the markets that we're participating in today..

I mean, what are your customers or distributors saying right now regarding inventory that's in the channel? I know you guys made some comment about inventory destocking continuing, but I'm just curious on how you guys are thinking about the outlook there..

Well, really, it's part and parcel of what John just talked about. I mean, there are – the double-digit decline in September, we think, has a big component of destocking, but it has some real end market decline as well.

And that's that maintenance – deferred maintenance, there's lower operating expenses, lower capital spending on a broader base than just oil and gas in the other industries..

where is the additional restructuring spending going? And then can you tell us how much benefit we should expect to see, specifically in the Valves segment, as we get into 2016? Because clearly, there may be some pricing pressure in that segment as well, so I'm just trying to get a sense for how you guys are thinking about it initially from a margin perspective..

Yeah. So, we'll be addressing incremental actions in Q4 as we suggest, and obviously some of those are the identified Valves & Controls actions which will be actioned in Q4, and we'll have benefit next year.

We'll also be taking a look at the Technical Solutions business as it relates to the industrial footprint and taking some actions there to right-size that cost structure to be competitive with the market conditions we mentioned.

Clearly, from Valves & Controls perspective, we are very targeted long term to be at that 18% ROS margin range which we thought was a competitive benchmark. And then, you look at that in the new adjusted operating income, somewhere 20% over the next five years.

So, we think we see margin expansion next year regardless of what the top line is in Valves & Controls and that's a huge benchmark for us to continue to work back the cost model. So, when growth returns, and it will return, we start leveraging nicely up and really start to benefit from all the cost actions that we're putting behind us..

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

Thank you..

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

Good morning..

Hey, Steve..

On the Valves & Controls side, the seasonality has kind of been all over the place from the last couple years. I know you guys had that kind of the change in the year-end around the business in 2012 and then 2013. I think, sequentially, you're up a decent amount, the revenue guide is, in the fourth quarter.

Can you maybe just talk about what supports that? Because I think you talked about being more conservative for the fourth quarter, not assuming stuff comes back..

Yeah. So, we saw a fairly significant push-out of revenue from Q3 to Q4. We're assuming that gets pushed out all the way into 2016. The only real difference between Q3 and Q4 is that Q3 has the August which is generally a shutdown month in its entirety, and we have an extra shipping day in Q4.

But there's not a big expected seasonality jump for Q3 to Q4. We're just assuming the same level of push-outs and what our existing shippable backlog is, Steve..

Okay. And on the incentive comp front. I mean, is that a meaningful number next year? You talked about dialing some of that back in. Is there a number you could give us on what that could be, what – how much of an offset that would be to the growth? It's clearly a lot of good growth cost out on your front..

Yeah. I mean, I think if you took a look at Valves & Controls incentives and the total GBU opportunity paid at 100% target, we have no idea what those targets will be after 2016, that would be about a $30 million number. And you can assume that not much of that's being paid this year. So, that gives you a kind of an idea.

Now, obviously, we're going to expect some growth next year. We're going to expect some effort, and we'll align those targets appropriately..

Okay. And then, what's....

We'll also see wage inflation, Steve. I mean, we won't – we don't expect to see much on the material side. Definitely, we're seeing commodity prices weakening. But we are still having wage inflation to keep good talent around..

Okay. And then one last question just on the free cash flow.

I mean, I think the number, the 100% number refers to the – around – is that around $700 million for the year?.

That's correct. It would be 120% on the old base and 100% on the new adjusted income base. Yes..

So, I mean, that's such a huge number in the fourth quarter.

Are there discreet things that you're looking to pull through? Are there certain big projects that are coming through on that front? And I guess if volumes are weaker than expected, is that a – does that turn into a positive? How do you kind of – how do you judge the risks around that and what should we think about it as we move to the quarter about kind of the levers that we should be watching to make sure that that come through?.

Yeah. As we said, both in Randy's remarks and my remarks, we're behind in working capital and we don't want to give up yet. I mean, there's clearly probably a $50 million risk associated with that. But we feel like that working capital is ours to go get, and we don't want to give up on it yet and we feel like there's path and actions to go get it.

So, we'll work with the GBUs. We also have capital. We've seen our customers adjust their capital spending; we're adjusting ours as well..

We identified the inventory was heading in the wrong direction to support growth in a number of places where the growth wasn't there to get. So, that reversed. I mean, we got good focus on it and we made some progress in the third quarter. We expect a lot more progress in the fourth on....

Right. Okay. Okay. Thanks a lot..

Thank you, Steve..

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

Morning, guys..

Hey, Shannon..

Hey.

Just on Valves & Controls, can you give us a sort of a geographic look at how that business is doing? Any key geographies that are weaker or stronger than others?.

I mean, the weakest geography is not a big geography for us. But the weakest on a percentage basis will be Brazil. Clearly, everybody is seeing that. China has not been a strong environment this year, but it's starting to see some power benefits.

And for the most part then, it's just a broad-based – as you stop these larger projects globally, it's affecting all regions. The only strength that we've had this year is North America..

Okay..

It's LNG deposit.(40:56).

Yeah. LNG..

LNG and what else?.

Petrochem..

Petrochem..

Petrochem. Okay.

And then, John, just as you've dug in a little bit more into Valves & Controls, other than adjusting the cost structure to the lower volume environment, any kind of things that has grabbed you as you've gotten in there that are kind of the two or three things you think really you guys need to get working better on that business?.

Yeah. I mean, it's a good organization, first of all. It's been always customer-centric. And what we needed to do and what we have done as a leadership team and certainly with Randy's sponsorship is addressing the way that the customer or we go to the customer in these value streams.

And when you get the simplicity of how the customer wants to be served either short cycle or long cycle, it gives you the clarity to build your SIOP processes and really reduce the complexity in the back office to support it. And so, the team has embraced it.

It's a seasoned team who understands the industry, understands the customer needs, and we're excited about the game changer that I think that's going to be..

And you're just starting that? When did that – the shifts begin, I guess, and how long does it take to (42:13).

Within the last 90 days. Within the last 90 days. Yeah..

Okay. All right. Thanks..

Thank you..

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

Hey, Jeff..

Jeff?.

Jeff?.

I'm sorry. And your next question comes from the line of Nathan Jones with Stifel. Your line is open..

Good morning, Randy, John, Jim..

Hi, Nathan..

Good morning, Nathan..

I guess I'll just hit Valves & Controls for something different. You talked about the $30 million incentive potential coming back next year. There's also a couple of other offsets. So, I'm hoping you could shed some more color on – there's a pay-as-you-go restructuring.

I assume that's going to be some restructuring expense that you're not planning on excluding next year.

Any color you can give us on where that'll be focus and what kind of number we could be looking for?.

Yeah. I'll hold back in the number until we identify it specifically. But we have to address – as I mentioned, we have a short cycle of footprint that we need to optimize around which is where our customers' installed base is and how do we serve that most effectively.

And then we also have the long cycle or the project-based engineer-to-order footprint that we have to address.

I, as the Valves & Controls leader, owe both of those plans to Randy and we'll be taking a look at some footprint actions and beginning to right-size primarily that project side to make sure we got the right cost structure to compete on those larger projects which, again, we'll be prioritizing those types of things that we think grows our installed base over time..

So, you're not planning on excluding those charges? They will be included in your adjusted results?.

These are the things about the cost of transitioning one factory to another factory or the downsizing of those particular....

Redeployment....

Redeployment, yeah..

...around from where they are now to where the market opportunities are in the future..

Got you..

(44:17) always had that duplicative cost while you're ramping up and then ramping down..

Yeah. Understood. And then there was another comment, I think, Randy, you made in your prepared remarks that you expect short-cycle growth in 2016. I understand this deferred maintenance on the short cycle going on this year. You also have had like, I think, a deterioration of the macro environment.

I'm just wondering if you could give us some more color on what gives you confidence that you can see short cycle growth in 2016..

Well, let's just talk about oil and gas. You can't defer maintenance forever. They're actually running pretty flat out. Usually, they have refinery turnarounds right about now. A lot of them haven't happened because they have a lot of end market demand and they are maximizing crack spreads. They can't continue that forever.

I mean, it's a very safety-sensitive, safety-focused industry. And we also think that a lot of the short – there's been – the capital – the spending reductions in oil and gas and now industrials has been rapid and it has been blunt as opposed to precise.

We believe that the planning that's going on right now in the oil and gas industry from the window we have is that there's no intention to keep maintenance down and – unless they're a factory. Yeah. So, for upstream ongoing maintenance, clearly, will be lower.

But most of what we're talking about is really refining petrochemical gas plants, industrial factories. Those – unless you're shutting down a factory, you're still doing that. And so, we – history says that you can do it for a short time, but you can't do it forever. So, that's our core planning assumption.

We haven't seen anything to tell us different..

That's helpful.

Could you just give us some color on what the refining turnaround maintenance season is down this year?.

I don't have a number. I'll be pulling it out anecdotally, and I'd rather – I don't have a specific number. I can't give it to you..

Okay. That's fair enough. Thanks very much..

Okay. Thank you..

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

Can you hear me?.

Yeah, Jeff..

Yes, Jeff..

Okay. Sorry about that..

That's all right..

Can you just go through the rationale of the management change on Flow & Filtration? You talked about that. And then also just how you're thinking about timing for kind of a permanent replacement for Valves & Controls..

Sure. Beth is someone that I had known by reputation for a while. And we're – we may be dealing with some short-term issues in terms of end markets that we don't control, but we do control our own destinies. You've known us a long time. And we intend to continue to build the company. And to build the company, you need great people.

So the opportunity to have Beth join the team was one that we were quite excited about. And so she is, so she's on the team. Valves & Controls, we're actively searching right now. And I'm not going to put a date or tell you, but we have a legitimate candidate. I know at least one person in this room that's anxious to get the person onboard; maybe two..

Okay. Thanks, guys..

So, it won't be quarters. Okay..

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

Morning..

Brian..

I just wanted to touch, sorry, one more time, just on Valves & Controls. But the bridge that you guys provided. So effectively, you've had no price impact, seems, to-date. It hasn't at the revenue line at least. So I assume it's not in the OP as well, given that it's not in revenue.

But when would you expect that to start to impact?.

Brian, Brian, can I just clarify..

Sure..

Obviously, we would measure prices the way most companies do, which is I have the like product last year and I have the same like product this year. And when I compare those two prices, I've got a year-over-year price impact. And as I've said earlier, we're not seeing a price negativity yet on the standard side where that would show up.

Where we are seeing the pricing is on booked margin, when we go off to win a job and we would've won that at maybe 44% gross margin, and then we're down to 42% gross margin because of the effective price pressure that's in the engineered components.

And again, that would be a brand new product that we don't have compared against new product today (49:01)..

Okay..

Right. They're not like-for-like, so you don't put it in price. It ends up hitting productivity..

Okay. Got it. Yeah. And I don't know if you could provide any increments (49:12) color on this but for 2016, you're still assuming that you're going to have operating profit higher.

I mean, how – so what's the assumption that price is going to get away and offset by productivity and restructuring?.

Yeah. So we've shared that we think it's at least a couple more points of headwind that you see on that booked margin..

Okay. And then just separately, I know you touched on the working capital and the opportunity but mostly on the inventory side, but can you comment on receivables? There's been some incremental reports recently that customers are holding back on payment especially in the Middle East with Aramco.

What has your experience been there? And what's the expectation and are you seeing stress among other customers where that could be a concern?.

I'm going to answer this even though you think the CFO would, because I would like to give John and his team credit..

Sure..

We have really good disciplines around receivables and really conservative practices in terms of watching for late payments and the like. And John and his finance team have been watching it like a hawk. We also have heard some of these reports, and so we're active – we're proactively making sure that we are not hurt by that. And we're not seeing it.

We're not seeing anything meaningful in that regard..

Okay. Fair enough. Thank you..

Thank you..

And your next question comes from the line of Brian Drab with William Blair. Your line is open..

Morning. Thanks for taking my questions. I just wanted to drill in a little bit more on Tech Solutions and talk about the 9% growth that you saw in the Energy vertical there.

Can you talk a little bit about why the energy market's holding up so well in that segment, especially relative to Valves & Controls, and maybe comment on the activity that you're seeing within that segment in the petrochem market?.

Sure. First of all, if you recall, the biggest part of Energy, oil & gas in (51:24) specifics in Technical Solutions is the thermal business. The thermal business Industrial business saw a huge decline in opportunity. If you recall, things like Voyager up in Canada got cancelled. We had won that. We were seeing those declines back in 2013.

I mean 2013, 2014. So we had already sort of seen a decline and, if you want, this is sort of a positive off that bottom, because two large projects are going forward and we won them both. So, we're shipping those now. We're enjoying those now.

When I talked about the margin pressures in Technical Solutions, it's the margins on those large projects versus the product margins specifically. So, those – we're actively winning other projects. They're not that size. So, that'll be a headwind but that's a headwind we're planning on managing through. So, that's those projects.

So, it's really not – it's not whistling through the graveyard. It's those specific projects..

Okay.

And can you comment on what geographies, end markets those projects are in? Those in the oil sands?.

Canada. Canada..

Yeah..

Yeah..

Yeah. Okay. And can you comment on what you're seeing in the petrochem market? I guess specifically within that thermal controls heat tracing market..

Well, there is opportunities there. They're not as large as some of those ones there, we're actively looking at and bidding on some, particularly in North America where a lot of that activity is. We think we'll do fine there and we've actually got a good backlog on the industrial thermal side. So – and a lot of is non-oil sands.

And that's where the activity is, so....

Okay. Thank you..

Thank you..

And your next question comes from the line of Christopher Glynn with Oppenheimer. Your line is open..

Thanks. Good morning..

Hey, Chris..

Hey. So, sounds like $125 million or so of the $135 million cost-out's already been executed. I think you....

The actions taken. They're not reading out yet, right? I mean let's just be clear. (53:37).

Okay. So I think the general framework is sort of a January 1 starting line for readout, but that's a little bit simplistic.

How would you advise for a little more nuanced view of how the benefits start to ramp into the run rates?.

Yeah. So Chris, we obviously are getting the cost out this year. But as you know, that gets hung up in the inventory side in what we call deferred productivity or capitalized variance in the manufacturing side.

So the costs we got on the manufacturing, we won't start to recognize till next year, and that's a big piece of the cost that we've been after this year. We are getting a little bit of benefit from what we're doing in the G&A in the selling and marketing sides, and we'll experience some of that in Q4.

But the main goal here is that we are hitting the ground on January 1 with a full run rate of those savings to offset the types of things that Randy mentioned in his prepared remarks..

Okay. Thanks for that. And then on the capital allocation side, the Valves & Controls angle maybe rethinking, I think, a year or two ago that was probably a focus for long-term capital allocation.

How much has that been supplanted by a view towards scalability around ERICO and Technical Solutions? And even with a little bit of a near-term color with debt paydown, would capital allocation optionality still be part of the plan?.

Well, I'll tackle (55:09) Valves & Controls real quick. And first of all, we are committed to what we call the operating model transformation, which is putting our company – our valves business headquartered in Switzerland and benefiting from the global cash advantaged structure that we have. And so, we'll continue doing that.

Obviously, we'll tweak it a little bit to mirror the value streams that I mentioned. But we are – three of those major ERP migrations are behind us, and then we'll continue to right-size the factory structure. But I think you should expect a little less capital spent in Valves & Controls primarily because the volume's down.

ERICO itself was not a capital-intensive purchase. Matter of fact, very cash rich and spent less than $10 million....

Except the purchase price..

Except the purchase price. We spent less than $10 million a year on capital. So not a hugely capital-intensive play. Where we've been spending the money in Technical Solutions has been primarily automating our enclosure lines, obviously reducing labor and improving quality, reducing warranty.

So we continue to do that because the payback and the IRR was quite high. So, again, mindful on capital. We always say creativity before capital, something Randy's taught the organization. We'll continue to implement that..

Thanks..

Thank you..

And your next question comes from the line of Josh Pokrzywinski. Your line is open..

Hey, Josh.

Are you there?.

Just – yeah.

Can you hear me?.

Yeah. Got you..

So, just on the Valves & Controls outlook into next year, obviously, all the costs coming out. I would presume, though, that some of this is part of kind of normal PIMS operation and decremental margin management.

If you had to put a thought on kind of the core decremental margin on volume declines that we can add these cost-outs as an offset against, how should we think about that next year? I mean, you're talking about price being a bit more of a headwind. Obviously, that's going to be detrimental to that.

Any puts and takes we should think about kind of the core decremental before the cost-outs..

Yeah. So, I'll handle the first one, then I'll let Randy clarify it. But right now, material in Valves & Controls is roughly 33% to 35% of sales. So, it gives you an indication when you lose $1 of revenue what the impact is if you can't mobilize the cost-out.

And after several cost-out plans, you could assume that we have a fair amount of fixed cost to the business..

Yeah. I would just say two things, Josh. Number one, the level of complexity that – we have made goods strides, particularly in the Four-Wall Lean, reducing the complexity in the business. But in terms of the business complexity, it's still enormous. And so, really, John and the team have gotten a really good focus on that.

So, there's a lot more structure to take out. But I would also ask you to – I mean, I know – I'm anxious to get to those answers, too, and more fully, and we'll be better prepared to give you more insights on November 6..

Got you. I'll stay tuned. And then, just one question on ERICO.

How does pricing typically function for them? Does it end up being list pricing, job specific? How does that work in kind of a go-to-market?.

Most of what they sell is sold through distribution, so it'd be a classic discount to a book list. And then, they have a sales force very much like our pool (58:47) sales force which, even though our product goes through distribution, we have a sales force on the other side that helps sell it through and sells through the applications.

There also is some project pricing. But think of it more along – more akin to like a Hoffman structure..

Got you. All right. Thanks, guys..

And your next question comes from the line of Joe Giordano with Cowen. Your line is open..

Hey, guys. Thanks for taking my question..

Hey, Joe..

Just a question on share.

Given the magnitude of the declines in Valves across the space broadly, how do you guys think you're doing in terms of maintaining your growing share in that market?.

We think we're maintaining, not growing, not losing. We think we're maintaining..

Particularly in the product lines we care the most about..

Okay. Great. And on the Infrastructure side, you mentioned a little bit more positive view.

Maybe you can flesh it out a little bit, like where – is that more of a municipal call?.

Yeah. Yeah. Municipal, it's not just in the U.S., it's more broadly than that. I think it's a recovery of municipal spending.

Our backlog – or excuse me, our order rate has been improving the last several quarters and as I mentioned, we figured we were going to turn to growth in Flow & Filtration in the fourth quarter and we actually got growth in the third quarter. So, it's a little bit early. Now, we also put telecom in Infrastructure..

Right..

And that's in Technical Solutions and that's – we talked about that in the call; I mean on the script..

And John, just one quick one for you.

On the tax rate, how should we be thinking about that directionally going forward over the next couple of years?.

Yeah. So, we expect to finish this year 23% as we shared, and I think we believe this point of opportunity into the next several years..

Great. Thanks, guys. Appreciate it..

Thank you..

Thanks. The last question..

And your last question comes from the line with David Rose with Wedbush Securities. Your line is open..

Morning. Thank you for taking my call..

Hey, David..

Just a couple last ones. Just to be clear on the accretion – net accretion from ERICO, you say that $0.05 of net accretion after accelerated integration costs.

So, is it $0.05 you're adding back the amortization? Are there any other things that we should think about?.

Well, it's on an adjusted basis, right? So, it's ex-amortization. The things like it's rebranding, re-signing, all the startup costs, if you will, that we'd like to get them out of the way quickly, as opposed to, less quickly..

Okay. So sort of we might expect sort of a kitchen sink dump in the fourth quarter on that part, like we did with Tyco..

I don't like that characterization..

Sorry, I didn't mean it in a pejorative sense..

Yeah. It's expenses that might have been realized overall a -- within 2016 that we're going to get done and behind us in the fourth quarter..

Okay, perfect. And then lastly, just as we start to think about – you had some comments about destocking in the channel, and I think you addressed some of the receivables issue. But maybe you can provide a little bit more commentary about the strength in the channel.

Do you see some channel partners weak that might get even weaker and you might have to, I guess, reshuffle some of the partnerships where you might see some impact? And then lastly, just sort of a little bit more emerging market color. You touched upon Brazil and China on the Valve side, but maybe you can kind of talk about the rest of the business..

The first part, no, we don't see any of this causing disruption in our channels, certainly not at the moment. And obviously, we'll be closely watching that as we enter into 2016 and help (1:02:36) sustain this capital spending pauses.

As far as the other geographies, I mean, as I mentioned, I mean, North America was doing well and then we saw the currency change, and we saw pullback in the overall North American model. And now we've seen a global malaise, I guess..

Well, I mean, in fast food we have fast growth. I mean, China and Brazil gets a lot of attention, but actually Southeast Asia is growing for us..

Yes..

I'm talking about at the Pentair level. Latin America, ex Brazil, has grown for us, actually the Middle East overall has grown for us. So, we still have opportunities and promise in those markets even as those larger countries struggle a bit..

Okay. That's helpful. Thank you very much..

Thank you..

Thank you all..

All right. Thank you, everyone..

Ladies and gentlemen, this concludes today's conference call and you may now disconnect..