Jason Hershiser - The Timken Co. Richard G. Kyle - The Timken Co. Philip D. Fracassa - The Timken Co..

Stephen Edward Volkmann - Jefferies LLC Ross Gilardi - Bank of America Merrill Lynch Joseph John O'Dea - Vertical Research Partners LLC Chris Dankert - Longbow Research LLC Justin Laurence Bergner - Gabelli & Company Steve Barger - KeyBanc Capital Markets, Inc. David Raso - Evercore ISI Group George J. Godfrey - C.L. King & Associates, Inc..

Good morning. My name is Celestina, and I'll be your conference operator today. As a reminder, this call is being recorded. At this time, I'd like to welcome everyone to The Timken second quarter earnings release 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. Hershiser, you may now begin..

Thanks, Celestina, and welcome, everyone, to our second quarter 2018 earnings conference call. This is Jason Hershiser, Manager of Investor Relations for The Timken Company. We appreciate you joining us today. If after our call you should have further questions, please feel free to contact me directly at 234-262-7101.

Before we begin our remarks this morning, I want to point out that we have posted on the company's website presentation materials that we will reference as part of today's review of the quarterly results. You can also access this material through the download feature on the earnings call webcast link.

With me today are The Timken Company's President and CEO, Rich Kyle; and Phil Fracassa, our Chief Financial Officer. We will have opening comments this morning from both Rich and Phil before we open up the call for your questions.

During the Q&A, I would ask that you please limit your questions to one question and one follow-up at a time to allow everyone an opportunity to participate. During today's call, you may hear forward-looking statements related to our future financial results, plans, and business operations.

Our actual results may differ materially from those projected or implied due to a variety of factors which we describe in greater detail in today's press release and in our report filed with the SEC, which are available on the timken.com website.

We have included reconciliations between non-GAAP financial information and its GAAP equivalent in the press release and presentation materials. Today's call is copyrighted by The Timken Company. Without expressed written consent, we prohibit any use, recording, or transmission of any portion of the call.

With that, I would like to thank you for your interest in The Timken Company and I will now turn the call over to Rich..

Thanks, Jason. Good morning, everyone. Thanks for taking the time to join us today. We reported another excellent quarter, strong financial performance as a result of market demand, our outgrowth initiatives, and our operational execution. Revenue was up 21% with 15% from organic and 5% from acquisitions.

Our organic results continue to outperform industry averages as we win in the marketplace with our products, our technical sales model, and our service. We're delivering growth across product lines, across markets, and across geographies, and we are serving our customers well.

On the inorganic, all three of the acquisitions we completed in 2017 are contributing at high levels. We delivered a record $1.11 adjusted earnings per share, an increase of 63% from the second quarter of last year. The EPS results reflect the benefits of organic growth, price, mix, acquisitions, cost, and tax reform.

We achieved 14.4% EBIT margins in the quarter, a 320-basis point improvement from the same quarter last year, and a 90-basis point improvement sequentially.

Mobile margins improved to 11.2% in the quarter and the second quarter was our fourth consecutive quarter of sequential margin expansion in Mobile as we recover material costs through pricing as well as leverage volume, and improved mix. We remain focused on moving Mobile margins above our 12% target.

Process margins improved to 21.8%, up 420 basis points from the second quarter of last year. Our focus in Process is to continue to outgrow our end markets at these levels of margins. Our material costs were up in the quarter, and we expect that trend to continue through the year and into 2019.

We more than offset cost with price and price cost improved in the quarter. Looking forward, we expect price to move up slightly sequentially through the second half of the year, and for price cost to remain positive despite tariffs and modestly increasing input costs.

We will continue to pursue pricing in the marketplace, and we remain confident in our ability to recover material costs over time. And as we've already demonstrated in 2018, we believe in the current environment, we can both gain share and move price up.

Margins were also helped by our ongoing operational excellence initiatives, including last year's plant closures and this year's plant ramp-ups. Strategically, all three of the acquisitions we completed in 2017 are performing very well. They are contributing to our margin improvement, they are growing, and their backlogs are up.

We are also successfully generating our planned cost and revenue synergies. We are excited to build upon this successful track record with our recently announced acquisitions of Cone Drive and Rollon. A year from now, we believe these two businesses will be contributing at similar levels, and I'll discuss why in just a few moments.

Cash flow improved from Q1, as it usually does seasonally, and was up from prior year. We expect much stronger cash flow in the second half than the first half of the year as our inventory build leveled off in the second quarter. We expect inventory to remain flattish through the second half.

Turning to the outlook, we've seen demand remain strong through the second quarter across nearly all end markets and geographies. And when that market strength is combined with our outgrowth initiatives, we're forecasting second half revenue to be up 19% in total, with 15% from organic and 6% from inorganic, with currency slightly negative.

We're planning on the second half to be roughly flat organically with the first half, which bodes well for the start to next year, and we're planning to grow again organically in 2019. In total, we're forecasting revenue to be up 21% for the year, which we're confident will be well above industry averages.

We're revising our EPS guidance to a record $4.15 at the midpoint, up over 55% from 2017. That implies full year margins in the high 13%s and up over 250 basis points from last year.

The year-on-year EPS increase is primarily driven by growth in volume, but also helped by acquisitions, price, mix, tax reform, and our operational excellence initiatives. I'll make a few comments now on the trade front.

As it relates to steel tariffs, we expect a negligible direct impact on our business, since we only import a small amount of raw steel into the United States. Indirectly, we expect prices from U.S. steel producers to go up again in 2019. It will be typical in a market like this for us to experience the steel cost increases.

It is not clear yet if prices will go up more due to the tariffs than they otherwise would. But if they do, we have two primary mitigating options to offset these increases and those are price increases to our customers and/or shifting our footprint and sourcing strategy.

We'll see how steel pricing in the United States develops over time, and we will react accordingly. On the 301 tariffs, we do import products from China that are now subject to the tariffs. We expect to pay tariffs through the second half of the year, and those incremental costs are reflected in our guidance.

We have multiple mitigation possibilities, which include price increases, changing sources, and share gains from competitors that are facing tariffs. In summary, from a short-term direct standpoint, the tariffs are currently a manageable situation for us, creating some opportunities as well as some cost challenges.

More concerning is the long-term indirect impact on what this means for our customers and our markets. However, I want to emphasize that while our customers are expressing concerns and are developing their own mitigation plans, we are not seeing any negative impact on their outlook for 2018 or 2019 at this point.

Finally, let me wrap up with some comments on Cone Drive and Rollon. We're very excited to be adding these two brands and businesses to expand our portfolio and strengthen our presence in attractive markets around the world. Both acquisitions are a great strategic fit, and they share several commonalities.

Both Cone Drive and Rollon provide highly-engineered products, and like Timken, have leading technical product positions with strong brand recognition. Both are global businesses. They scale us in existing markets with existing customers while also expanding us into new markets with new customers.

Cone Drive and Rollon have a history of growth and serve markets with products that have a strong growth outlook. The businesses are growing in 2018 and have backlogs that support strong revenue growth in the year ahead. Both come into Timken with higher EBITDA margins than our company average and that's before synergies.

And finally, both acquisitions have the scale and technology to compete on their own, and they will be even stronger as a part of The Timken portfolio of products. Specific to each acquisition, and starting with Cone Drive, Cone Drive is based in the United States, is a leader in solar drives globally, and a U.S.

leader in various applications and end markets such as oil and gas. They also have a growing position in robotic drives and food and beverage. The acquisition gives us our first nonbearing manufacturing presence of scale in China and we look to use that position to accelerate our China power transmission growth initiatives.

Cone Drive also has a good position with our existing U.S. distribution customers, which further builds our leading position in this critically important and profitable channel. Switching to Rollon, Rollon serves very diverse markets and customers, with their top 100 customers comprising less than a third of their revenue.

Linear motion is a large growing and profitable industry and the products serve a similar technical solution to rotational bearings, making Rollon an attractive adjacent product line. Rollon has a strong market position in Europe with a modest position in the United States.

Our primary synergy focus will be to accelerate growth in United States and emerging markets through Timken's channels and Rollon's technical capabilities. Rollon technology is applicable to a sizable unserved market space and has been on a strong revenue growth track for several years.

Again, we are excited to add these two strong brands and management teams to Timken. And with that, I will turn it over to Phil..

Thanks, Rich, and good morning, everyone. For the financial review, I'm going to start on slide 13 of the materials. Timken delivered strong performance in the second quarter and you can see a summary of our results on this slide. We posted revenue of $906 million, up 21% from last year.

Adjusted EBIT came in at $131 million, or 14.4% of sales, with margins expanding 320 basis points year-on-year. And adjusted earnings came in at a record $1.11 per share, up 63% from last year. Turning to slide 14, let's take a closer look at our second quarter sales performance.

Organically, sales were up around 15%, reflecting continued strength across the industrial end markets, plus the benefit of outgrowth initiatives and positive pricing. Acquisitions completed last year added $34 million of revenue in the quarter, or about 4.5%, and currency translation contributed just over 1% to the top line.

On the right, we show organic growth by region, so excluding both currency and acquisitions. You can see that all regions were up in the quarter organically, with sizable gains outside North America. Let me touch on each region briefly.

In Asia and Europe, where we were up 25% and 24% respectively, we saw continued strength across virtually all of the end markets and sectors we serve. In Latin America, we were up 22%, driven mostly by growth in rail and industrial distribution.

And in North America, our largest region, we were up 8%, with most industrial sectors up, led by distribution, services, and off-highway, while we saw lower shipments in automotive. The automotive issue is timing. We expect to make this up in the third quarter.

Turning to slide 15, adjusted EBIT in the quarter was $131 million, up from $84 million last year. Adjusted EBIT was 14.4% of sales in the quarter, up 320 basis points from a year ago.

The increase in EBIT was driven by higher volume, favorable price/mix, manufacturing performance, and the benefit of acquisitions, offset partially by higher material, logistics, and SG&A cost. Let me comment further on a few of these items. As I mentioned, price/mix was positive in the quarter.

Pricing was positive in both segments, but with more coming in Process Industries than Mobile Industries. Mix was also positive, driven by the stronger rail and distribution sales. Looking at price/cost, this too was a net positive in the quarter despite higher material costs year on year.

While we continue to anticipate material cost inflation over the course of the year, we expect the price/cost dynamic to continue to be positive and for price/cost to be positive in both the third and fourth quarters.

Turning to manufacturing, our favorable performance was driven by higher production volume and improved operating leverage in the quarter, which more than offset relatively normal inflation. And looking at SG&A, the increase there was driven by higher compensation expense and other spending increases to support our current sales levels.

On slide 16, you'll see that we posted net income of $91 million, or $1.16 per diluted share for the quarter on a GAAP basis. On an adjusted basis, we earned a record $1.11 per share, up 63% from last year. In the second quarter, our GAAP tax rate was 25%.

Excluding discrete and other items, our adjusted tax rate in the quarter was 27%, down from 29.5% last year. The tax rate was in line with our expectations for 2018 and reflects the favorable impact of U.S. tax reform. We expect our adjusted tax rate to remain 27% for the balance of the year.

Now, let's take a look at our business segment results, starting with Process Industries on slide 17. Process Industries sales for the second quarter were $417 million, up 22% from last year.

Organically, sales were up $65 million, or 19%, reflecting strong demand across the distribution, OE, and services sectors, as well as the impact of positive pricing. Acquisitions and currency were both favorable in the quarter as well, adding roughly 3% combined to the top line.

Looking a bit more closely at the markets, in the distribution channel, the strength was broad-based, with all regions up year on year. We ended the quarter with our backlog and distribution up sizably versus last year and up sequentially. In the heavy and general industrial OE sectors, we also saw pretty broad growth across end markets and regions.

In our services business, we had higher revenue from an improving market for high-speed gearbox repair and other MRO projects. And finally, both military marine and wind energy were up in the quarter. In wind, we continued to gain market share in an otherwise soft demand environment. For the quarter, Process Industries EBIT was $91 million.

Adjusted EBIT was also $91 million, or 21.8% of sales, compared to $60 million, or 17.6% of sales last year. The increase in earnings was driven by higher volume and favorable price/mix, offset partially by higher material, logistics, and SG&A costs.

Process Industries adjusted EBIT margins were up 420 basis points year on year and up 110 basis points sequentially from the first quarter. Our outlook for Process Industries is for 2018 sales to be up approximately 25%.

Organically, we're planning for sales to increase around 19%, driven by broad growth across all of the markets and sectors we serve, as well as the impact of share gains and positive pricing. And we expect acquisitions and currency translation to add 6% collectively to the top line for the year. Now, let's turn to Mobile Industries on slide 18.

In the second quarter, Mobile Industries sales were $489 million, up around 20% from last year. Acquisitions added $31 million of revenue in the quarter, or 7.5%, while favorable currency translation added around 1% to the top line.

Organically, sales were up $47 million, or over 11%, reflecting growth in the off-highway, rail, and heavy truck sectors. Aerospace revenue was up slightly in the quarter as well, while automotive was roughly flat globally.

Looking a bit more closely at the markets, in off-highway, the construction, mining, and agriculture sectors were all up in the quarter. In heavy truck, our growth was driven mainly by higher shipments in Europe and Asia. And in rail, we saw strong growth in Latin America and Europe.

Rail freight car builds in North America are improving, and we expect North American rail to be up in the second half of the year. Mobile Industries EBIT was $55 million in the quarter. Adjusted EBIT was also $55 million, or 11.2% of sales, compared to $36 million, or 8.8% of sales last year.

The increase in earnings reflects the impact of higher volume, favorable price/mix, manufacturing performance, and the benefit of acquisitions, offset partially by higher material and SG&A costs. Mobile Industries adjusted EBIT margins were up 240 basis points year on year and up 60 basis points sequentially from the first quarter.

Our outlook for Mobile Industries is for 2018 sales to be up approximately 18%. Organically, we're planning for sales to increase about 12%, led by global growth and outgrowth in the off-highway, heavy truck, and rail sectors. And we estimate that acquisitions will add 6% to the top line, with currency relatively neutral.

Turning to slide 19, you'll see that operating cash flow was $102 million in the quarter. After CapEx spending, our second quarter free cash flow was $80 million, up from $47 million last year.

The increase in free cash flow was driven primarily by higher earnings in the quarter, offset partially by increased working capital to support our current sales levels. You can see some of the highlights in regards to capital allocation on the bottom of the slide. We spent $22 million on CapEx during the quarter, or about 2.5% of sales.

We expect CapEx of around 3% to 3.5% of sales for the full year. With respect to our dividend, we increased our quarterly dividend by 4% to $0.28 per share in May and we paid our 384th consecutive quarterly dividend in June. With this increase, we expect 2018 to be our fifth consecutive year of annual dividend increases.

In regards to M&A, we announced the Cone Drive and Rollon acquisitions that Rich covered earlier. And last but not least, we repurchased about 570,000 shares for $27 million in the second quarter. We still have roughly 8 million shares remaining on our current buyback authorization.

However, given the pending acquisitions, we would expect to reduce our share repurchases in the second half of this year. And finally, we ended the quarter with net debt of $900 million or 37% of capital down slightly from the end of the first quarter. And net debt to adjusted EBITDA was about 1.6 times at June 30.

Our strong balance sheet gives us the ability to advance our strategy and acquire great businesses like Cone Drive and Rollon. We expect both acquisitions to close during the third quarter. When both closed, we would expect our net debt to be roughly 50% of capital, dropping in the second half with cash flow.

And we expect to maintain a strong investment grade balance sheet going forward. Next, let me review our outlook on slide 20. As a result of our second quarter performance and forecast for the rest of the year, we're increasing our outlook for both sales and earnings. We're now planning for 2018 revenue to be up approximately 21% in total versus 2017.

Organically, we expect sales to increase about 15%, driven by broad growth across most of our end markets and sectors, as well as the impact of our growth initiatives and positive pricing. Acquisition should add 5.5% to the top line in 2018 with currency translation also contributing slightly.

Our outlook includes the ABC Bearings, Cone Drive, and Rollon acquisitions as of their expected closing dates later in the third quarter. And currency reflects exchange rates as of June 30 for the remainder of the year. On the bottom line, we now estimate that earnings will be in the range of $3.90 to $4 per diluted share on a GAAP basis.

Excluding anticipated special items totaling a net $0.20 per share of expense for the year, we expect record adjusted earnings per share in the range of $4.10 to $4.20 per share, which at the midpoint of our guidance is up 58% from 2017. The midpoint of our 2018 outlook implies that our adjusted EBIT margin will expand by over 250 basis points.

This would put us in the high 13%s margin for the full year at the corporate level, a great accomplishment. And we believe we still have room to go from here. And finally, we estimate that we'll generate free cash flow of around $250 million in 2018 or over 75% of adjusted net income.

So, to conclude, we continue to generate strong financial performance with record adjusted earnings per share in the second quarter, and we continue to advance our strategy with the announced acquisitions of Cone Drive and Rollon. Most importantly, we remain excited about the company's future and look forward to the opportunities that lie ahead.

This concludes our formal remarks, and we will now open the line for questions.

Operator?.

Thank you. And we'll take our first question from Steve Volkmann from Jefferies..

Hi. Good morning, guys..

Good morning..

Good morning, Steve..

Sorry. My head is spinning a little bit, you guys are getting enough almost today.

Rich, did you say that you would expect organic revenue to be up again in 2019?.

Yes. We're planning for that. Yes..

And so, a couple of questions on the back of that. Would you also expect that margins would be up in that scenario as well? And obviously, I'm sort of thinking about how price cost sort of continues to move forward here..

Yes..

All right. Good. We'll keep this short and sweet. The other question I was going to ask you is just about the margins on the segments. You sort of talked about Mobile having a target to get above 12%.

Do you have a similar target for Process, and how much progress can we make next year?.

Yeah. I will comment on that. So, on Mobile, we've been making good progress for several quarters in a row, and I think we largely need – from what we control, we need to do more of what we've been doing, which is recovering material costs moving price up. We do expect help from volume.

We've been sequentially improving our operational performance as the volumes come up, and we would expect to continue to do that. Last year's acquisitions mixed this up a little bit there as well. The new acquisitions are more Process, so we don't get much there.

And then we also, as we look forward, rail has been a headwind on the mix for some time and believe that's in a good position to help us improve there. So, keep tracking where we've been on Mobile and making good progress and certainly think we can get up there.

I'm not ready to put a timeline on when you'd see that, but would expect to continue to improve margins there. On the Process side, certainly organically, we believe we can hold and still move up from where the margins just were in the second quarter. But as we stated, our real objective is to outgrow the business, both organically and inorganically.

So, just using the two acquisitions as an example, while they are right in line or accretive to Process EBITDA margins, they will mix this down after we put the depreciation and amortization on a little bit, but not so much that we wouldn't expect to be able to continue to hold the 20% plus margins.

So, we are – implied in our guide is 20% Process – plus 20% margins in Process for the full year and every quarter of the year. And I believe we can continue to do that..

Good. Thank you so much..

Thanks, Steve..

Thanks, Steve..

And we'll take our next question from Ross Gilardi from Bank of America..

Yeah. I just want to ask you about – a little bit more about the acquisitions. You guys didn't disclose the purchase price to be either one of them, but you did just give some information on where you think net debt to capital is going to be by the end of the year.

I mean, it looks like you're implying you paid like 13 times, 14 times EBITDA for these two businesses. Am I wildly off on that? I'm just taking the margins that you gave on the revenue for both of them combined, and it looks like it's about $60 million to $65 million on EBITDA and just looking what the implied net debt is by the end of the year..

Let's say you're not wildly off, but you're a little high. I would say sub-13 as you blend the two of them and similar to The Timken Company although maybe a little less so in some cases, but it's a big delta if you look at trailing 12 months of EBITDA versus forward 12 months of EBITDA..

Yeah. And the comment around the 50%, Ross, was at closing and then with cash flow in the second half we'd expect that net debt to capital to come down closer to where the high end of our target at the 45%, again, as we generate cash flow in the second half. But as Rich said, pretty close.

I think we're pretty close on the purchase price, probably a little bit high..

How do you guys look at it on a forward EBITDA multiple basis? What would it be closer to ex synergies?.

Well, I would say last year – on the three deals we did last year, we were a little north of 12x. And as you look at those today on a trailing basis, they're all sub-10..

Okay..

Yeah. And I think on both businesses, Ross, I think we're seeing backlog building at both Rollon and Cone. So I think markets are good and markets look to continue to be good for both businesses. And then you mentioned ex synergies, but we do see some significant run rate synergies in both.

And if you have put it on the current EBITDA levels, probably brings you down three turns or so. With run rate synergies again, we won't get to that level in a year, but we do see some really nice opportunities for both..

Are they mostly revenue synergies sale because these businesses already have got very, very high margins have been -- I think both have been owned by private equity.

So, is this mostly like a cross-selling opportunity into the mechanical power transmission markets that you've been talking about for years?.

I would say some revenue but more cost than revenue, but certainly some revenue with the cross-selling as you mentioned and cost synergies around purchasing and back office leverage that we can get, et cetera. And then in the case of Rollon, as Rich mentioned, it's a European-based acquisition.

So, we're actually going to get some tax synergies as well as we're able to leverage our international structure and reduce taxes at Rollon from where they were pre-acquisitions..

We've been looking at making an organic move in power transmission into China for some time and believe that Cone Drive having a sizable facility in China with the talent that goes along with that combined with what we have in bearings will significantly accelerate that.

I would say, that's the combination cost and revenue benefit, but that's a sizable part of it, the tax benefit is also sizable. We have -- as you look at Cone, we have an existing gear drive business that we believe we can also drive some synergies with that as well..

And how are you guys feeling about to get margin targets right now, I mean, you're at the higher end of them right now, you just acquired two pretty big businesses that have got very robust margins.

So, why not raise the target margin ranges at this point given your confidence and the growth outlook into 2019?.

I think that's good question and I will tell you right now, we're focused on operating above them and expanding them. So, I guess maybe I just raise the target..

Thanks a lot..

Thanks, Ross..

Thanks, Ross..

And we'll take our next question from Joe O'Dea from Vertical Research Partners..

Hi, good morning..

Good morning..

Good morning, Joe..

On the Process organic growth, can you talk about – break that down at all in terms of what you see as outgrowth, when we look at organic in high teens over the past couple of quarters? Just trying to appreciate where the outgrowth is coming from, how much of that could be related to distributor stocking, and really just by kind of the channels and end markets that you're serving there..

Yeah. Let me start – hey, Joe. Let me start first on the inventory. As we've talked about before, we do have reasonably good visibility into our larger distributors both in North America and Western Europe.

And we would say North America inventory at the large distributors, it looks to be relatively flat net-net from end of the year, relatively flat to maybe up a little bit year-on-year, but not a big restock certainly at all so far this year.

And our outlook would assume inventory remains relatively in line with current levels, maybe a little bit more but nothing material. From a market standpoint within Process, strong quarter as you saw. Distribution was up globally, and I would say we probably saw kind of mid-teens year-on-year kind of growth there.

Saw significant growth in the general and heavy industrial OE sectors, and that would be markets likes metals, aggregates, cement, industrial gearbox, bearings and machine tool and the like, and that would be where we do have a lot of new products, a new bearing offerings that we're taking into those markets, and seeing some nice share gains there.

Our gears business with military marine was up with just normal activity. And then the services business was up really more with an improved market demand. But in wind, as we've talked about, we have been gaining share in that market for several years now with our technology and our products.

And even though the market, if you look globally in wind, relatively flat, pretty soft actually, we're continuing to gain share. And while we weren't, we were probably up north of 10% in the second quarter year on year just given some of the gains we've been achieving in both Europe and Asia.

So I would say outgrowing in spots across Process but looking more at the general and heavy industrial OE and wind are probably the two spots where we're seeing most of it..

I appreciate the details.

And then just thinking about cost inflation as we move forward into next year, any visibility that you have at this point when you look at scrap prices based on conversations you're having with suppliers, just ball-parking or bracketing the kind of cost inflation you're looking at related to steel?.

No, I think that would probably be getting ahead of ourselves a little bit. A lot of our steel in the U.S. is purchased on annual agreement with a surcharge mechanism. So for us to be forecasting where the surcharge mechanism is going to be for next year I think would be premature.

And in regards to the base price, we have not locked into base prices next year, but we also haven't locked into a lot of our commercial agreements with our customers as well. So I think our focus would be to see how the trade situation evolves, see where U.S.

steel pricing goes, and where we have to go with pricing and other mitigating tactics as we go forward. But I would wrap that up that we demonstrated not only in recent times but prior to this that we can recover material cost in the marketplace, and I think we can, whether it's by supply and demand or by tariffs..

And so just to your earlier comments about margins being up, that's related to confidence and ability to recover not only I guess the cost inflation but recover it with margin moving forward?.

Yeah. I think it's get some organic. If we grow organically next year, certainly leverage that volume very well. As Rich said, in this market environment as we sit here today, demand is good. The supply, if you will, is a little bit tighter, so it's a good environment. From a pricing standpoint, we would expect positive pricing again next year.

As we look at 2018, we would see pricing for the year, price/cost be positive, so we're pricing above the material cost inflation that we're seeing. And as Rich said, a little bit too early to make that call on 2019, but that would certainly be the objective..

Got it, thanks very much..

Thank you..

And we'll take our next question from Chris Dankert from Longbow Research..

Hey. Good morning, guys. Thanks for taking my question..

Good morning..

Congrats on the quarter too..

Thanks..

I guess first off, and we've seen some more concerning headlines from macro growth out of Asia and Europe. You guys are obviously pacing well ahead of that. So can you break down what's helping drive some of that? Obviously, cross-selling is a part of it.

But just what is that, the internal initiatives versus market growth in those regions?.

I'll start first with I would say that the theme for Timken this year from a growth standpoint has been really the breadth of what we're seeing. So virtually, as I said, virtually all the sectors that we serve in both Europe and Asia are up.

And again, a lot of that is market growth and a lot of that is targeted growth initiatives in areas like wind and areas like rail and some of the industrial applications with some of our new bearing products and our bearing solutions, continuing to look to emphasize outgrowing the China market, where we're up significantly, outgrowing the India market in the targeted sectors.

So for us, as we've talked about many times being a large North American player, it's critical for us to win outside of our home market in North America, and it's where we focus. And you saw it with the double-digit growth.

I think you are hearing some things in China, certainly on the consumer side of things, but the markets we serve, the industrial markets – heavy industries, off-highway, heavy truck, rail, wind, et cetera, all continue to grow nicely. And as we sit here today, they look like they're going to continue to grow..

Got it, got it, good to hear.

And then any comment as far as like Romania, that's fully ramped now, just what the loading looks like there today?.

Certainly not fully ramped, and there will be – from the initial capital investment, there are still lines going in. It's performing well. It's performing in line with expectations. It's coming up in a market where demand is significant. I'd say we're somewhere between, call it, 40%-ish of where the initial capital investment would be..

Got it, got it. Thanks so much. I'll hop back in the queue and congrats again, guys..

Thank you..

And we'll take our next question from Justin Bergner from Gabelli & Company..

Good morning, Rich. Good morning, Phil..

Good morning..

Good morning, Justin..

The first question I have would just be on the acquisitions. I guess I understand very well the strategic rationale for the Cone Drive. I'm a little bit less clear on the Rollon deal.

Would you be able to take us through why you think Timken is the rightful owner of this business? And does this represent a new platform for the business beyond bearings and power transmission that you will look to grow both organically and inorganically in the coming years?.

Okay. So first, I would start with the close adjacency of the technology.

A linear motion product is very similar to a rotational bearing, and it's generally managing a load and friction, and in some cases and a lot of cases shares the same rolling elements as well and is managing motion in a linear direction versus a rotational direction, so technology-wise, very close. Some of our global bearing peers are in this space.

Some of us have historically not been. Obviously, we have been one of the ones who have not been but are in it now. So there's certainly some shared technology in that regard. It's a growing market. It's very fragmented, so it fits a lot of what we call the Timken business model characteristics for what we look at from an attractiveness standpoint.

And in some cases, it goes through the same channels as bearings. In other cases, it goes through different channels and that would be depending on markets and geographies around the world.

Rollon tends to be, I would say, on the nichier, more fragmented, more engineered to order side of the business or the industry of the linear industry, which is similar to where Timken is and where we focus. And then as you look across the market mix from the slide deck we put out last week, 26% of it's through distributors.

Again, some of which are the same, some of which are new general industrial bucket, logistics and packaging, passenger rail which, as you know, rail's a focus market for us and we're stronger in freight, but have a good passenger rail bearing offering as well that we're working to expand.

Machine tool and automation, aerospace, medical, so again, markets that we participate in some cases and in other cases are lighter in. To your point on the fit, we do see it as a separate business.

So there will be certainly some focus as Phil talked about on cost as well as revenue, but we intend to retain the management team, run the business as a separate entity and we believe the growth potential and profit potential is extremely attractive..

Great. No, that's very helpful. I appreciate the long discussion.

Would you intend maybe not immediately but over time to use this as a platform for more inorganic activity?.

I think it's certainly that possibility exists, but I wouldn't want to get ahead of myself right now. So, right now, we're focused on getting a good return on the investment we just made in the business and being successful in the marketplace. But certainly there are both larger as well as smaller players around the world in this space..

Okay. Great. And then just one separate question. I'll get back in the queue. The free cash flow guide is sort of not moving up further and sort of ending the year potentially around 75% of adjusted net income.

Is that lack of positive revision there in sort of the 75% conversion almost entirely working capital-related or are there other factors we should think about?.

I would say it's working capital would be a piece of it, probably most of it. The other piece would be we do have higher tax payment this year, just the timing issue where some taxes we were anticipating paying next year and subsequent years we're paying this year and that was – that was a piece of it as well..

Okay.

And the tax side was – the fact that you're anticipating paying them now versus next year, was that consistent with sort of your prior view or that shift into this year sort of become more recent?.

Yeah. That was the recent – yeah. That was a recent development versus – from what we would have guided last quarter..

Okay, thank you. I'll hop back in queue..

Thanks, Justin..

And we'll take our next question from Steve Barger from KeyBanc Capital Markets..

Hey. Good morning, guys..

Good morning, Steve..

good morning, Steve..

I'm going to stick with the acquisitions. I see both Rollon and Cone have some distribution exposure.

Are there more opportunities there? And then just more broadly speaking about the acquisition strategy, is that primarily built around market orientation and return metrics just finding individual targets or how much thought goes into buying assets to make it more complete distribution package?.

Well, I think the answer is probably all of the above. Certainly, a complete distribution package is part of the focus. And in Cone, Cone in the U.S. goes through our existing customer base, so that's 16% on their distribution pie chart is essentially our existing customers.

And within time, we'll be able to provide customers consolidated shipments, consolidated order inquiries for stock products and leverage that as we've done with others.

And as the world digitizes and more of distribution work is done as drop shipments and things online, et cetera, I think that our scale there and breadth is of much value and it will continue to be of focus to us. Also, there's a significant focus paid on markets, and we like Timken's market mix very much. We are successful on the markets we're in.

We like automotive. We live heavy truck. We like mining. We would also like to build some positions in markets like solar. We think the solar business will complement with the success we've had over the last several years organically with wind.

We also like some of the lighter duty markets particularly in North America where you look at what's happened with the manufacturing base over 20 years or 30 years and the increase in logistics and packaging, aerospace and automation versus the heavier industries markets. So, again, I don't want to disparage those markets.

Those are very important markets for us. We focus on them very heavily. It's a big part of our growth today as we sit here in China, but we'd also like to get more diverse.

And as you look at Rollon, that was much more of a focus on the product category and the end markets and the potential for growth of standalone versus, I would say, the distribution channel.

And then if you take it back through the previous acquisitions we've done, you'd get a little bit of mix of markets of distribution of where we just think the – in the case of lubrications systems where we think automatic lubrication systems have a lot of complement with bearings as well as our product line that is generally going to outgrow the market because of the amount of unserved market space that's out there.

So, a little bit different synergy cases for each..

No, that's really great detail. Thank you.

And just thinking about the Cone manufacturing base in China that you'll use to expand there, do you have to make a lot of investment to build out process equipment, or is that more turnkey for the products or markets that you want to pursue there?.

We would be looking at incremental investment, but it's a fairly sizable building. So, it's a reduced investment. And I would say quite a few of the products that we move beyond bearings generally require a lower CapEx per dollar than bearing.

That's not the case in all of them but I would say would be a modest CapEx investment for what we would be looking to generate in sales..

And realistically, how quickly can you start to leverage that or take advantage of those opportunities? I know you got to get into the plant and do all of the things, but is that a back half or is that more of a 2019 and beyond?.

I would say it was definitely – the work will kick off in 2019, I would say before you're getting benefits kick off in 2018. But before you're getting benefits probably the end of 2019 or 2020 and it varies. Some of the PTs – I said that the only place we have is scale, so we do have a small PT presence there.

And we do have a few products to have that we are importing into there that would be better off localized. So, we have a hub of business to begin with, and then from there we'd be looking to where do we go next and where can we possibly grow..

Got it. And last one for me. 2Q had the best rail car industry order numbers since mid-2014.

Is the increase in the back half guidance for you for that market more OEM production picking up? Are you going to get more benefit from increased aftermarket activity because of increases in railcar traffic?.

I'd say it's a little bit of both, Steve. Certainly, we'll benefit from the new builds. But also as the economy continues to hum along, see some increased aftermarket revenue, I would point out when we talk about rail in the second quarter, North America was up slightly and probably not worth mentioning.

But in Latin America, a lot of the growth we saw was in Mexico and a lot of that revenue actually supports the U.S. markets. So, we are starting to see it. We saw it in Mexico, as I said, in the second quarter and we'll look to see it more in our U.S. business in the second half of the year..

Understood. Thanks..

And we'll take Ross Gilardi from Bank of America..

Thanks, guys. Rich, I missed the obvious follow-up.

I mean, since you're raising the mid cycle margin targets, what are you raising them to? I mean, can you commit to 20% margins – 20% plus margins in Process, can you do 12% plus in Mobile through the cycle?.

So, we're targeting – yeah, glad you get back on, Ross, because I definitely didn't add enough color. So, when we put those margin targets out there, it was a 300 basis point improvement from where we're operating at the time which we thought was an aggressive-enough opportunity and those target ranges have always been directional.

We have operated over 20% in Process Industries for well over a year at a time. We've operated below end of the range in both of them as well, but it's been intended to be more directional than when we're above it. And like in the case of the acquisitions, it tends to – can bring them back down a little bit, also internal investments, et cetera.

We tend to put some pressure on them. But our target would very much be to continue to operate Process Industries above 20%, and that's what's bringing the acquisitions in. And right now, we're targeting in getting Mobile to 12%. I wouldn't say over a cycle, but I'd say for a full year is what we're targeting right now.

And while we've moved above the range in Process, we haven't gotten even to the top end of the range yet in Mobile, and we're very focused on that..

Fair enough, thanks for that..

Thanks, Ross..

Thanks, Ross..

And we'll take our next question from David Raso from Evercore ISI..

Hi. Just a quick question. Your comment about 2019, the back half of the year organically, you have Process guided to grow nearly 20% and Mobile slows a little bit but still 11.7%.

When you mentioned 2019 and the visibility you have, what are you thinking about mix in 2019 based off your order book and what you're seeing? Just given obviously Process is a lot higher margin, so I'm just trying to make sure.

Is that how you're seeing 2019 base case on your order book that Process is outgrowing Mobile and maybe some order of magnitude?.

I assume your question is organic there..

It's all organic..

Certainly, the inorganic is coming into Process for the most part. But I would say we have seen our mix shift organically heavier to Process, which is obviously good for the profitability of the company.

And I would expect us to not only, as you've just said, finish this year strong, but expect to finish the year with a strong backlog in Process Industries. And so I think the answer to your question will largely be yes. But I wouldn't say it's huge. We would see a little bit more mix inorganically to Process Industries versus Mobile.

Because also, as we talked earlier, I think rail is still early too, and that's got some upside for Mobile as well. But I would say mix is in our favor right now, both for the second half and heading into 2019..

And within that Mobile comment, I'm just curious. Obviously, rail is a nice piece of Mobile. But the off-highway piece, maybe if you can give a little split of Ag, CE, and mining.

Just curious the early read from your big customers on 2019 production schedules that gives you that confidence on Mobile broadly?.

I wouldn't want to say full 2019. Certainly, I think everybody were getting the indications that this year is going to finish strong and start off positively as well.

And that in total, many of these markets, to your point on off-highway, are not where they were in 2014 or 2012, and they're still coming back to some previous levels, and that they don't see the momentum changing.

I'd throw heavy truck probably into that as well, where I think the heavy truck OEM build around the world is pretty optimistic about 2019 right now as well..

And that would include a Europe truck comment as well or is that....

No, that would definitely be more U.S. than some other parts of the world than Europe..

No, I'm just curious of growth in Europe are not. We're just talking early indications on 2019..

Oh, you're talking Europe in total..

Europe truck for 2019, I'm just curious..

Oh, Europe truck for 2019. You're probably getting a little more specific now than where I wanted to go..

Okay, I appreciate the color. Thank you..

Thanks, David..

Thanks, David..

And we'll take our next question from George Godfrey from C.L. King..

Thank you, good morning. Thank you for taking the questions..

Good morning, George..

I just wanted to ask. I know you didn't disclose the purchase prices on the acquisitions, but you did give us some revenue metrics and comments on earnings accretion. I'm just curious.

What would be the argument against levering up to buy back stock at current multiples versus buying these acquisitions?.

I think it's probably a timeframe horizon and value creation opportunity, so certainly I think short-term the EPS accretion is better from share buyback. And if you look back the last few years, we have certainly not been shy about using that lever and buying back a lot of shares. So we agree with your point of the value creation opportunity.

On the flip side, I think when you look out a few years, the upside to the synergies, the growth is there on the inorganic side, and we've taken a pretty balanced capital allocation approach over the last four or five years of paying a healthy dividend, looking for good – immediately accretive and long-term good IRRs and ROIC acquisitions.

And then when we're not finding those and find our valuation appealing, buying back shares..

Understood, okay.

And the bidding or the buying process, was it a competitive situation such that if you didn't act now, the asset may not be there in three or six months?.

In these two, yes..

Got it, great. Thank you for taking my questions..

Thanks, George..

Thanks..

And we'll take our next question from Justin Bergner from Gabelli & Company..

Thanks for the follow-up, just two quick ones.

On steel input costs looking into 2019, I just wanted to verify that the entire effect of the higher scrap prices is coming through as a surcharge in 2018, so it would just be the spread as it gets renegotiating contracts going into 2019 that would be a headwind?.

I think that's right, Justin. The way to look at it is the scrap price surcharge does get adjusted quarterly on a lag, so we do feel that. And then the other element is the base prices, which get renegotiated as contracts renew annually. So we do have the surcharges in the guidance, if you will.

And then really what Rich was talking about earlier was more the base prices. And then keep in mind outside the U.S., we typically negotiate prices quarterly to take into account inflation, but it's more of a negotiation than it is a mechanism, if you will..

Okay, got you. And then on the wind side, is the increase in your view on wind attributable to the market or more just larger outgrowth than you've even seen a couple of quarters ago..

We said coming into the year that the wind market looked a little soft, a little flat coming into the year. We felt like we had an opportunity to continue to gain share in that market. That's happening with some big customers in Europe and some customers in Asia. So my comments around wind were really Timken-specific.

I think if you pulled the market you probably get a sense that the market is flat to even maybe slightly down globally, but we continue to – as we've done for the last several years, continue to gain share in that market..

Okay, great. Good work on the wind side..

Thank you..

Thanks..

And we'll take our follow-up from Chris Dankert from Longbow Research..

Hey, guys. Thanks for squeezing me in here. Just one real quick housekeeping thing. On ABC that's supposed to close in the third quarter, I assume, and then as far as the acquisition of Rollon, I mean, you guys did disclose it was, what, $5 million and $45 million.

Look at the EBITDA you threw out there, I mean, were at 13 times forward before any kind of synergies. Is that the right way to look at it? I mean, to me this is a screaming deal, but maybe I'm wrong..

Yeah. No. I think, Chris, I think you've got it. So, yeah, we did put an 8-K out relative to Rollon. But I think, as Rich said, if you take Rollon and come together, you blend them, you're just sub-13 times on 2018 EBITDA from a closing standpoint. We expect ABC to close at the end of August. We expect Cone to close hopefully at the end of August.

We expect Rollon will close hopefully before the end of September, and that would have been roughly what we included in our guidance for the year..

And to one of the piece color on it, the question earlier about the timing and the sale process and the need to act now, that being said, these have both been targets for us for several years. We've met with the management and the ownership of these businesses years ago and have been in touch with them.

So, they've been a target, and they certainly were not reactionary to just the fact that they were on the market and available..

Yeah. Thanks so much, guys..

Thanks..

Thanks, Chris..

And there are no further questions. I would now like to turn it over to Mr. Hershiser..

Thanks, Celestina, and thank you, everyone, for joining us today. If you have further questions after today's call, please contact me. Again, my name is Jason Hershiser, and my number is 234-262-7101. Thank you and this concludes our call..