Welcome to ITT's Third Quarter 2016 Earnings Conference Call. Today is Friday, November 4, 2016 and starting the call from ITT today is Melissa Trombetta, Vice President, Investor Relations. She is joined by Denise Ramos, Chief Executive Officer and President; and Tom Scalera, Chief Financial Officer. Today's call is being recorded and will be available for replay beginning at 12 Eastern today. At this time, all participants have been placed in a listen-only mode and the floor will be open for your questions following the presentation. [Operator Instructions] It is now my pleasure to turn the floor over to Melissa Trombetta. You may begin.

Thank you, Maria. I'd like to highlight, this morning's presentations, press release and reconciliations of GAAP and non-GAAP financial measures can be found on our website at itt.com/ir. Please note that our discussion this morning will primarily focus on non-GAAP measures. During the course of this call, we will make forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. No forward-looking statements can be guaranteed and actual results may differ materially from those projected. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise. Forward-looking statements made on this call should be evaluated together with the risks and uncertainties that affect our business, particularly those disclosed in our SEC filings. So let's now turn to slide number three, where Denise will discuss our results.

Good morning, everyone. Thank you for joining us to discuss our financial results and strategic progress for the third quarter of 2016. In the third quarter we focused on strategically managing through the difficult macro environment and with structural rest impacting our flow and market. And we continue to deliver strong results in our transportation businesses. We are also drove operational improvements to better serve our customers and we expanded our growth opportunities in key market while we effectively deployed capital and managed risks. So let me provide some additional insights. Despite the anticipated projects weakness in oil and gas and mining and the negative impacts resulting from extended delays in maintenance spending, both of which significantly impact our industrial process segment, we reported a 3% decline in total revenue compared to the prior year. This reflected the significant organic share gains in our automotive brake pad business and the benefits from our Wolverine acquisition. In addition, we delivered adjusted EPS of $0.58 per share that was down only 2% compared to the prior year excluding the negative $0.04 impact from foreign exchange. Our third quarter results reflect lower volumes and project profitability pressures in our industrial process business. However we collectively offset those pressures with stronger transportation results and corporate actions. So let me put the third quarter projects dynamics at IP into prospective. At the same time that we've been executing our structural reset of IP, including reducing the headcount by close to 30% and transitioning activities into global centers of excellence, we've also been winning some new more complex top projects in a very difficult pricing environment. The complexity of these projects along with the impacts from our structural reset, contributed to a handful of complex projects generating lower than anticipated profitability, which negatively impacted our Q3…

Thanks Denise. Now let's turn to Slide 6 for a detailed review of our third quarter results. Total revenue is down 3% while organic revenue declined 10% after adjusting for foreign exchange and the $40 million benefit from our Wolverine acquisition. In the quarter we continued our strong growth trajectory in the transportation end markets which were up 21% in total and 6% on an organic basis. These gains were offset by 40% organic decline in our global oil and gas and mining markets and softness in our short cycle North American chemical and industrial pump markets. Once again Motion Technologies was the biggest contributor to our transportation strength as global automotive friction increased 14% organically. This dramatic improvement was a result of high teen OEM growth mostly driven by China and Europe. Our European OEM business grew 10% while growth accelerated in China to 69%. In addition, Motion Technologies grew a strong 7% in the aftermarket due to execution in both the dealer and independent aftermarket channels. Moving on to oil and gas which now represents approximately 11% of ITT's revenues. This market continues to be significantly impacted by lower capital spending levels and longer than anticipated deferrals of maintenance activity which impacted both IP and ICS revenues. In addition, we experienced declines in mining across all major geographies due to weak market dynamics and difficult prior-year comparisons mainly in Latin America. Shifting the orders, we were pleased that total orders increased 8% and organic orders for the first time this year grew 1%. Organic orders at Motion Technologies were up 10% including a 12% increase in global automotive brake pads due to new platform awards that are now entering production. IP orders declined 4% organically versus the prior year however they were sequentially flat compared to Q2. The…

[Operator Instructions] Our first question comes from the line of Mike Halloran of RW Baird.

Good morning, everyone. So let's start on the IP margins. I understand the puts and takes in the quarter here but it seems like there was going to be some moving pieces going forward as well. So maybe talk a little bit about a little more specificity on how you expect these project margins to play out as you get into 4Q and next year. Maybe add some specificity around what kind of restructuring benefits do you expect to see going forward in 4Q and as you go into next year and just what that trajectory of margin then can look like as we move forward from this year and as we start pacing into next year?

Okay, hi Mike. Let me just start by saying that the margin that you’re seeing for IP in the third quarter was impacted by really two main events. It was foreign exchange impact that we had and then the $5 million project profitability impact that we had. There was also when you look at it Q3 versus Q2 we had lower short cycle activity in sales in Q3 than we had expected, than we saw in Q2. So that was really what happened for the margin in Q3. From a project perspective what basically happened there to give debrief on that is, in the third quarter we had an issue with one of our higher complex projects that we noticed that we saw some incremental cost associated with it. So what we did is, we've put a team of people together to aggressively look at it and go after it and identify what other types of potential problems we could have with our project business. It’s important to note that we focus on these highly complex projects even though we looked across the whole realm of our project business. So we looked at these specific projects and we identified really two to three projects that we needed to make some cost adjustments associated with it. And that's really the impact that you are seeing in Q3 associated with that review that we did. So as we go forward we don’t expect to have that type of an impact in Q4 or beyond that. We saw that as a discrete event that happened in Q3 that is not expected to repeat as we get into Q4. So with that Tom let me turn it over to you and you can give more specifics as we think about margins going forward.

Absolutely. So Mike on a year-over-year basis based on the restructuring that we've done up to this point we would expect $19 million of incremental savings rolling over into 2017. As you know we've been aggressive in reducing the headcount. We’ve increased that number up to 30% now from prior levels which were at 25% headcount reductions. So that’s going to help us certainly moving into next year. We’re going to have a little of a sequential impact from Q3 to Q4 from restructuring activities but certainly the bigger story is the rollover benefits that we will be playing into next year. As Denise mentioned, for Q4 the additional project issue is only a couple of million impact versus our prior expectations and that's not unusual given the nature of the project type activity that we're involved in. The story for us in Q3 is really about the short cycle and our belief that there's going to be reduced level of activity in a much more highly profitable short cycle business. And as it plays through into 2017, that’s a key variable as it relates to our long-term margin projections. But we will certainly have the project profitability issue better under control going forward, we’ll have incremental benefits from restructuring and we hope that the mix on the aftermarket moderates to add additional stability as we go into 2017 from a margin perspective.

Thanks for that. And then on the IP orders in the quarter focusing on the two more positive areas. The chemical side a couple of quarters in a row now of very healthy wins there. May be a little thought on what’s going on from an underlying perspective there and then also on the oil and gas downstream wins, are those more insular in nature, ITT differentiated wins. It doesn't seem like that market is really turning so a few thoughts there too.

What we saw in Q3 was orders in the downstream side, that was really international orders that we received on the downstream side and then on the chemical side, petrochemicals orders that we received it was in North America and the Middle East. And so there were significant projects that we received but we see that those two areas are going to be areas where we should see some momentum as we go into the future. So we felt good about it. We felt good about the orders that we received and we do think that those will be markets that will continue grow into the future.

Yes, Mike just to add to that. We did see a little mining sequential improvement in orders as well. So I think your point broadly is an important one. For us the key is to win projects where we have the opportunity to go out and capture some opportunities. They are not broader market calls but our ability to execute our reset effectively and efficiently through this overall industry reset is going on, if we can get through the reset effectively and target opportunities that we had a chance to win, that’s going to drive some nice incremental growth rate for us but it’s going to be hit or miss based on what opportunities present over the next couple of months and quarters.

And it’s important to note that these two areas are areas that have historically been our sweet spots. So we’ve done well in these areas and I think if that's playing through as we have the opportunity to get these orders.

I appreciate the time. Thank you.

Our next question comes from the line of Matt Summerville of Alembic Global Advisors.

Good morning. Thank you. With respect to the short cycle business I guess what led you to conclude previously a bit more of an aggressive assumption than what you're concluding today kind of driving the guidance down. I guess what changed and when in that business?

It's the question that we've been asking ourselves on a daily basis. Matt, I mean the October order inflow from a short cycle perspective was lower than our expectations. Entering Q4 we’re clearly mindful at this point that oil is down below $45 a barrel again. Things are moving very dramatically in the oil and gas markets and it's our belief that the short cycle pressures are going to increase as we get into the latter half of the quarter. So we are taking that kind of positioning. We don't expect that distributors and key customers in key markets are going to kind of operate and behave in the normal Q4 patterns, where we might typically see some increased activity at year end. We're not banking on that in this environment. There is just too much uncertainty. So a lot of what we're seeing is very situational because obviously our short cycle visibility is maybe a month out at best. So we’re taking the view that with lower oil prices and all the other risks factors that that we’re not going to see a typical Q4 on the MRO side or on the baseline pump side. And we’ll do our best to manage to do that but we thought that would be appropriate way to view Q4.

And then just with respect to ICS, if you say I guess that the current revenue run rate in that business, which is about $80 million and based on the restructuring that you’ve done, the repositioning that’s been accomplished, where can margins get to in that business without help from organic revenue growth.

So you're seeing that we’re improving the margins as we go forward and the reason that we’ve been able to do that is largely because we've been getting much better from an operating perspective in our Nogales facility and after the transition that we made from Santa Ana down to Nogales. We will continue to have those improvements as we go forward. We're not finished with those yet. We have a ways to go with that. So we will see continued margin improvement because of these productivity improvements and enhancement that we’ve gotten some restructuring is falling into the margin line. With the ICS business, a big impact for them had been a decline in the oil and gas business. So that has significantly impacted their margins, that was the highest margin product line that they’ve had. And we would like to see some of those volumes coming back to get some of those margins back into that business again. But we’ll continue to drive the improvement that we’ve seen. We’ve got a runway ahead of us to be able to do that and we’ll see it when volumes begin to come back. But we’re not going to base our margin improvement on volumes. We're going to be able to achieve margin improvement just because of the efficiencies that we're going to be driving from the productivity perspective.

Thank you.

Our next question comes from line of John Inch of Deutsche Bank.

Thank you. Good morning everyone. Good morning. Denise, did the three projects in question were they all U.S. or was there anything tied to kind of your risk - I mean I guess the Korea facility expansion? And how is that going by the way?

They're not U.S. What we've done John is part of the structural reset is we create incentives of excellence in the IP business. And what that means is we’re concentrating our manufacturing production in certain location for let's say complex pumps and we're putting those primarily in the Korea. Now in other location, we're creating centers of excellence for design capabilities, packaging and testing capabilities and some service capabilities. So that's part of the whole footprint optimization that we've been going through in that process. So what happened with these complex projects is many of them began to be produced in Korea. And as a result of that, you’re going to have some challenges because you have some new processes, new procedures, new people in place, and you need to make sure especially with these projects that you have all the appropriate hand off and everybody working closely together. That’s where I disconnect came into play. And so we have put a new processes, we’ve put a new procedures, we’ve put in some new people, which is going to correct that going forward. But that’s what really caused the problem here and also because some of this complex projects are relatively new projects for us also. So that was a part of it.

And John the Korean operation is fully - has been fully up and running for the last two years with a full range of capabilities. They are very - they’re not vertically integrated. They do a lot of engineering assembly, white manufacturing, and machining if you will. So it is the right place for us to continue to move manufacturing in this environment over time. They have a full range of capabilities there. So kind of to Denise's point, this is not an issue with the capabilities from a manufacturing perspective or an assembly perspective in Korea. It’s about making sure that we have the right order coming from our front end teams and having that kind of aligned with the manufacturing location. So Korea is a very strong facility for us has been and will continue to be once we click through these projects.

Just unclear, is the issues there was an experience curve in Korea or is it been specifically these projects specifically we're just - the terms of the projects were the challenge and therefore you feel the ring fence because you just don’t have any more of them. Is that kind of the way to think about it?

It’s a combination John of factors. Part of it was some, I’ll call it execution challenges. Part of it had to be with scoping of the project. Part of it had to do with sourcing and certain restrictions we had on sourcing. So it was a variety of different factors. There was an element that had to do with just the capabilities in people having the appropriate handoffs from one another, but there were the other issues associated with it also.

Can I shift gears just to mining, you’re talking about a little bit of sequential improvement, I think Tom you mentioned and a couple of other companies have also signaled that they feel that their mining business trajectory is kind of at a bottom maybe looking a little bit better. Can you remind us how you serve the mining market and what your own thought process is toward that vertical like how big is it again and what are your thoughts on that vertical heading into 2017?

Yes, mining for us John, is about a 10% of the IP business, specifically. So it’s a part of that segment and it has historically been very project specific. So we’ve had a good legacy in categories like potash where we see some activity pick up here and there. I think for us in these kind of pockets one or two projects, one or two orders coming in can really give us a nice growth trajectory, but is less about a call on the overall market. But we did see a little bit of a pick up as I mentioned sequentially and on a year-over-year basis. So it does feel like any incremental activity off of this lower base in mining is going to I think periodically drive some nice results in the quarter and in this case for us in Q3, we did have some nice mining parts that went into certain mines that we have in Africa.

And how much is mining down pro forma kind of -- so 10% of IP today from where it peaked, how much is that business actually down. Just to get a sense of the rebound opportunity when it eventually happens?

It’s probably down John and what we’ll confirm is I would say five to seven points. We're probably as high as 15%, but at the same time mining was up oil and gas was strong too. So I’ll check that, but I don’t believe we’ve ever had mining over 15%, but IPs mix as we see is changing fairly dramatically in this marketplace.

Got it. Great. Thank you.

Our next question comes from one of Nathan Jones of Stifel.

Good morning, everyone. If you could just talk a little bit about the asbestos liability, this is the second time that you’ve been able to reduce that I think both of them this year, are there more things in the pipeline that they could potentially see that reduce further or do you think you’re about done with that for the time being?

Nathan, I’ll say we always look for ways to reduce it and we’ve had a really nice track record to be able to do that. So yes, we have a list of other opportunities that we’re looking at to reduce that and it could be on the liability side. We’re also looking at strategies that could be on the asset side here. So the combination of both of those things allows us to reduce the net liability over time and we’re really happy with the work that’s been done to date, but the work is going to continue.

And you have this cash flow guidance of the 15 to 25 and 35 to 45 for one to five years and six to 10 years, for two or three years now the lower number seems to continue to stretch out to the right. Is that correct and how come that keeps extending out of the right?

Yes and thanks for noticing that Nathan. That is really at the end of the day, what we really are driving towards when we manage this net liability. So we have affectively maintained for about five years the same level cash flow projections. So our strategies of extending our strengths in this area are having an impact in keeping these cash flows in line with our prior expectations and that is a real positive. And yeah I think it’s a reflection of all these strategies and particularly the defense cost strategy that we put in place that changed our cash flow profile because we have more certainty around our defense fees because we lock that in. We have more certainty around our receivable inflows because of the agreements that we've negotiated. So we have been able through the effective management to provide more certainty around key elements of the cash outflows, more certainty around the inflows and that has had the effect of stabilizing these forecast for an extended period of time, which I think was a very strong indication of how these things are all coming together for us.

Okay. And then just one on the baseline pump business, clearly the industry is seeing continued weakness and probably the market getting even worse out there. Have you seen any increase in pricing pressure from customers and are you booking lower margins in that business now than you would have anticipated?

No, the pricing impact that we've seen has really been on the project side of the business. Our base line and aftermarket has been relatively consistent over this year. So we haven't really seen anything material.

What do you think the risk of that is going forward that you could see pricing step down in that business?

I'd say Nathan there is definitely some risk. It's a tough environment. It's an extended long-term market dynamic that we are applying through. So, I'd say there has been a little bit of upward pressure on pricing as the year has progressed. It hasn’t manifested itself in a material or significant way, but I'd say we feel it kind of building based on the way the markets are performing and I'd say that if we continue to see the types of conditions that we're seeing now, I'd expect pricing to probably increase in those categories in 2017.

Okay. That's helpful. Thank you.

Our next question comes from the line of Shannon O'Callaghan of UBS.

Good morning. On some of the deferrals that you're continuing to see in the aftermarket, what do you think is driving that at this point? Is there excess inventory or product out there that's still being used for replacement or things or -- we've seen this across lot of companies and just trying to figure out how long do you think, what's currently driving at this point, how long do you think that deferral process can actually continue from here?

I think it's a combination of lot of things, Shannon. I think it's just excess inventory. I think it's just general uncertainty in the market place that people are holding back on spending OpEx dollars. And so I think it's just that general uncertainty and lack of knowing where things are going that is causing people to hold back in the aftermarket. We've said for a while that at some point we believe it's got to come back and we believe that. It's just a matter of when that's going to happen. We don’t expect it in the fourth quarter. We'll see what happens as we get into 2017.

Okay. Thanks. And then just on a couple of the outside of the business questions, one just on corporate Tom, can you help us with some of the benefits there on the quarter and what should we think of this kind of the new normal corporate expense number? And then just one follow-up on the asbestos, why is the benefit that cash flow benefit in your 6 to 10 versus your 1 to 5 that you just help with that? Thanks.

Yes, absolutely. So on the corporate side relative to where we were in Q2, the biggest move we had was related to incentive compensation cost that we chewed up based on our current projections. We do have an EPS metrics that's 30% of all our bonuses and some cool features for our bonus plans. So the adjustment impacted quite a bit in Q3 relative to Q2. The next item so that's about $3 million of incentive comp compared to Q2. We mentioned insurance recoveries compared to Q2 there was about $2 million of insurance cost that we've recovered from a settlement and that settlement relates to all legal cost that we incurred net, but a portion of legal cost that we incurred in 2016 that we did include in our continuing results. So that was just an offset to higher expenses we had in the certain matter that we recognized on a year-to-date basis about $3 million and we've recovered about $2 million of that in Q3. And then lastly relative to again Q2 we had about $2 million more corporate efficiency, which some of that we are going to continue to maintain as we are going to Q4, but as we mentioned some functional cost to pick up in Q4 versus Q3 just on when activities are done in normal course of business. So those items added together were about $7 million to $8 million of variation compared to Q2. As you heard that the incentive comp, the insurance, those are not going to repeat into Q4. Our typical run rate at corporate has been in the $8 million to $10 million range when you factor in an environmental and I think that's typically the way we start every quarter and that's how I'd expect Q4 to play out…

Okay. Great. Thanks.

Our next question comes from the line of Jeff Hammond of KeyBanc Capital Markets.

Hi, good morning, guys. So just on the IP margins, can you explain, it looks like FX on a revenue basis was a $5 million hit and then on the bottom line $5 million, just what's going on there that you are having such a big profit impact?

Jeff, one of the primary drivers is our dynamic in Korea, our Korean operations typically invoice in petrodollars. So they have U.S. dollar denominated revenues, receivables and cash on their books even though their local functional currency and all of their cost are generally in Korean Won. So we are seeing and we have seen the impact of those come through on the transaction line. That's probably accounted for about half of what we're seeing in Q3 relative to last year. The other half is hits and misses in different currency whether it be in Mexico or the U.K. or elsewhere, but what we've been seeing kind of hit us is this issue with Korea in Q3. And we did got a little bit more of FX global pressures into Q4. But that's kind of what caused the year-over-year change in Q3.

Okay. And then shifting gears to Motion I guess; one, can you just speak to how you think about the trajectory in the 4Q given pretty tough comp, and then just on those Axtone, was this privately negotiated or an auction? And Denise you talked about significant margin improvement in KONI just maybe talk about synergies and the margin improvement opportunities for Axtone? Thanks.

In terms of Axtone, let me deal with that first. It was a preemptive process that we were involved in. We've been going after this company for a couple of years now or in discussions with them. But this was privately negotiated and so we are happy that were able to achieve this acquisition and we think it's a good fit with our KONI business. Where we see the synergy opportunity that we have put into our acquisition model is largely on the cost side of things. And what the MT operating system has been able to accomplish with KONI, we see that they are going to be able to take that same operating system and be able to take the margins that we have in Axtone, and be able to significantly improve it from where they are today. So that's a large part of the synergies. It might be something on the revenue side, but we are not banking on that. We are banking on it from an operational perspective. And then with MT as Tom indicated in his remarks in terms of the fourth quarter that is the lowest volume level and margin level for MT. It's very typical seasonality. It has to do with the aftermarket business. So you'll see that when you look at the Q3 margins into the Q4 margin. And then as we go into 2015, they continue to work on their world-class manufacturing and continuing to drive productivity in that business.

Okay. Thanks.

Our next question comes from the line of Brett Linzey of Vertical Research Partners.

Hi, good morning, everyone. Just wanted to come back to Motion Tech, the wins there continue to build on the friction side, you got a couple of more here in the quarter in both North America and China. Are you at a point where you can roughly size the revenue or earnings contribution for contracts in hand as you look out over the next couple of years here? A - Thomas Scalera It's a great question, Brett. I think it's something that as we get ready for guidance for 2017 and think about our investor dialogue into next year, we'll probably try to put more than information together. So that it's easier to see the type of visibility that we've been building through these platform wins over time. So that is something that we are working through. You have to work with customers and make sure that you have approval to put all of these pieces together. But I do think it would be helpful to show the visibility that we have, how the platform wins start to ramp up for us. This Motion Technologies business is unique in two respects. One is they've been wining at a rate significantly higher than the markets that they serve. And two, as those wins do give us significant long term visibility and I think those are important storyline for us to continue to provide more insights to. So I would expect to see more of that in 2017.

Okay. And just as a follow-up there. I understand there is modular approach in terms of capacity installments in friction, but as you look at the aggregate contracts in hand you extrapolate those out, do you think you have adequate capacity to serve those future projects, or do you think there is investments required to ramp up in line with some of the contracts you have.

Yes, we do it in a very modular way and we look at when these contracts, when the start up production will be with these contracts specific to the facility in Mexico. Many of the wins that we're having today will have start up production either at the end of 2017 or as we get into 2018. So we're seeing those platforms ramp up at that point in time. And then in China, as we've been wining platforms we continue to invest in ramp up where we've got the platform win. It's important to note that when we put a new facility in place that is the one that we're doing in Mexico because you're building a new building you'll have more capital required initially to build out the building and then as you go forward when you win these platforms you will just sequentially put in the equipment that's needed and the capability that's needed in that existing facility, so the capital expenditure will be less at that point in time then you'll find at the beginning when you're putting in place the whole building.

Okay, great. Thanks.

Our next question comes from the line of Joe Giordano, of Cowen.

Hi, guys. Good morning. This is a Tristan for Joe today. I was wondering about your -- how the current result at Wolverine compared to your expectation when you first acquired the business?

Yes, absolutely. Tristan thanks for the question on Wolverine, it's a business that is performing in line with our expectations. We have been aggressively resetting the manufacturing capabilities of Wolverine. It takes a little bit of time in automotive and aerospace acquisition as well. We're seeing that in the Hartzell side to Control Technologies. It takes some time to get approval and alignment with our customers to make the types of improvement that are required to drive the performance that we have. So the expectations for those synergies ramp up a little bit slowly in the early years, because of that process, and then they build in years two and three and four. So we like the trajectory that Wolverine is on. We are very focused on customer delivery, customer performance and we are in the process of driving a lot of initiatives to reduce scrap, rework and to improve the level of automation within Wolverine. So far so good and I think as we go into the next year or two, you'll start to see more of the synergies and benefit start to pick up.

Great, thanks. And then could you talk about this trend of your aerospace business as well?

Sure. The acquisition or just aerospace?

No, just in general I think because some of your -- some other names in the industry have said that they see some strengths this earning season, I was wondering if you see the same?

We've seen some nice wins in aerospace and in defense for us. And our aftermarket has held up relatively well in aerospace and defense. So I'd say we are at least tracking with the market in some specific areas we're actually doing better and wining on some new platforms and new areas that are benefiting us. So we're happy with our aerospace business and it's performing as we had expected.

Thank you, guys.

Thank you, ladies and gentlemen. This does conclude today's teleconference. Please disconnect your lines at this time and have a wonderful day.