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SPX Corporation (NYSE:SPW)

Q3 2009 Earnings Call

October 28, 2009 8:30 am ET

Executives

Ryan Taylor – Director of Investor Relations

Chris Kearney – Chairman, President and Chief Executive Officer

Patrick O'Leary – Chief Financial Officer

Analysts

John Baliotti – FTN Equity Capital Markets

Nigel Coe – Deutsche Bank Securities

Jeff Sprague – Citi Investment Research

Shannon O'Callaghan – Barclays Capital

John Inch – Merrill Lynch

Stephen Tusa – JP Morgan

Operator

Welcome to the SPX Corporation Third Quarter 2009 Results conference call. At this time, I'd like to turn the call over to Mr. Ryan Taylor, Director of Investor Relations.

Ryan Taylor

With me on the call are Chris Kearney, Chairman, President and CEO of SPX and Patrick O'Leary our Chief Financial Officer. This morning's call is being webcast with a slide presentation which can be accessed in the investor relations section of our website at SPX.com. This webcast will be available until November 11. You may wish to follow along with the webcast as we reference detailed information on the slides.

Please note that the slide presentation also includes supplemental schedules which provide reconciliations for all non-GAAP financial measures referenced today. Our earnings press release was issued earlier this morning and can also be found on our website. Before we continue, I'd like to point out that portions of our presentation and comments are forward-looking and are subject to Safe Harbor provisions. The 2009 guidance and targets we discuss today are on a GAAP basis from continuing operations. Please note the risk factors in our most recent SEC filings.

With that, I'll turn the call over to Chris.

Chris Kearney

Our third quarter financial results reflect the continued impact of the global recession on our businesses. Demand in our key end markets remained depressed leading to significant year-over-year declines in our reported revenue and earnings during the quarter. While some macroeconomic trends appear to be pointing towards the beginning of a recovery, it's important to point out that the majority of our businesses are later cycle.

As such, we expect our recovery to lag the broader economy. Faced with these challenges, we have concentrated on operating execution, maintaining liquidity, and restructuring our cost base. On a positive note, our third quarter results were better than expected. Segment margins improved sequentially and our cash flow generation was strong, which allowed us to improve our financial position.

Additionally, orders in many of our short cycle markets continued to show signs of stabilization, and in some niches modest growth. We also announced two strategic actions consistent with our longer term strategy.

I'll begin this morning's call with a look at some highlights from the third quarter. In Q3, segment income was $156 million exceeding the high end of our target range of $140 million to $150 million. Sequentially, segment income increased 15%. Segment margins were 13.3% in the quarter, up 190 points versus Q2 driven by a sharp margin increase in our thermal segment.

We generated $194 million of free cash flow in the period, largely driven by working capital improvements. Through the first nine months, free cash flow conversion was 139% of net income. During the quarter, we paid down over $200 million of debt reducing our gross leverage to 1.9 times, back within our target leverage range.

In addition to these financial highlights, we have recently announced two strategic actions. In Q3, we agreed to form a joint venture with Thermax, a leader in the power generation market in India and Southeast Asia. I'll provide more detail about this joint venture later in the call.

Consistent with our strategy to focus on our core markets, this past week we completed the sale of Filtran, the last remaining SPX business that manufactured automotive components. With this divestiture we have completed our strategy to exit the automotive components industry.

Given the challenges created by the recession, we're encouraged by our Q3 operating performance and recent strategic advancements. Looking at earnings, Q3 EPS from continued operations was $0.98 per share. As compared to the third quarter last year, EPS declined 40% primarily due to weakness in demand as a result of the global recession.

Lower segment income reduced earnings by $0.62 year-over-year, and our increased restructuring initiatives reduced earnings by $0.17. At $0.98, reported Q3 EPS exceeded the top end of our guidance range of $0.75 to $0.90. This was primarily due to segment income, which as I mentioned, exceeded our target range. Below the segment income line, restructuring expense was lower than we had projected and we incurred $0.09 of other expense relating to currency losses on international contracts.

We have been aggressively restructuring our cost base this year in response to the global recession. During the quarter, we recorded $19 million of restructuring expense concentrated in the international operations of our Flow Technology segment. As I mentioned, this was somewhat less than we had anticipated primarily due to more efficient execution and also some timing delays, particularly with Works Council negotiations in Europe.

Through September, we have recorded $55 million of restructuring expense. We have benefited significantly this year from the actions taken in 2008 through Q3. The savings, however, have been overshadowed by the organic revenue decline.

For the full year, we're targeting approximately $70 million of restructuring charges. This is down from our previous target, primarily as a result of better execution on completed projects. We estimate average payback on restructuring actions to be 12 to 18 months. However, payback on European and other international actions can take up to two to three years.

Moving on to backlog, at the end of Q3 our backlog was $3.2 billion down 3% from the second quarter. From an organic perspective, the backlog declined 7% partially offset by a 4% foreign currency benefit. The organic decline was primarily in our long cycle infrastructure businesses where we continue to see customers delay new orders on some large projects.

Order trends in our short cycle Flow Technology businesses were stable from Q2 to Q3, and we had modest sequential order growth in a few of our short cycle businesses that primarily serve industrial end markets. We project $1.4 billion of the backlog to be converted to revenue in 2010 and about $1 billion relates to long-term projects extending to 2011 and beyond.

Our two largest projects are related to the construction of the Medupi and Kusile power stations in South Africa. Each is expected to generate 4.8 gigawatts of power when fully operational, and together they represent 25% of South Africa's planned capacity expansion. Eskom, the government-owned utility, has selected Hitachi and Alstom as the general contractors. We are supplying Hitachi and Alstom with critical heat transfer technology and emission filter systems.

Our orders on these projects account for $880 million or 28% of our total backlog. Our production began during the first half of this year and is progressing as expected. Through September, we have collected cash deposits and progress payments totaling about $120 million. Based on our production schedule, we expect to record about $70 million of revenue from these projects in 2009 and approximately $200 million in 2010.

Our financial position strengthened during the quarter. As of September 26, we have $438 million of cash on hand, slightly more than at the end of Q2. Our primary use of cash in the period was debt reduction. We used the cash flow generated in the period to pay down over $200 million or 14% of our debt.

As a result, net debt was reduced to about $800 million and net leverage was down to 1.3 times. Our debt to capital ratio was 37%. And as I mentioned, gross leverage was 1.9 times within our target range of 1.5 to 2 times. Our financial position remains solid and gives us the flexibility to make strategic investments while still maintaining liquidity.

We have a disciplined approach to capital allocation. When we're levered below two times, we invest available capital on strategic acquisitions or share repurchases. We are monitoring a pipeline of potential acquisitions that would expand our capabilities and strengthen our position within our core end markets. Broadly speaking, we're seeing modestly better pricing dynamics in the M&A market. As a reminder, our primary objective for acquisitions is strategic fit and our financial criteria are returns in excess of our cost of capital and earning accretion within the first year.

Moving on to our end markets, we have experienced customer driven timing delays on some large orders in our thermal and flow backlog. Timing on these projects has shifted into next year. To reflect these delays, we reduced our 2009 revenue expectations for the power and energy market to a decline of approximately 10%.

We expect sales into the tools and diagnostics market to be down about 28% this year. This reflects continued softness in our global OE and aftermarket business. And we expect food and beverage equipment revenue to decline about 13% in 2009. Overall, we're now forecasting an organic revenue decline of about 15% for the year. We're not expecting significant recovery in any of our key end markets during the fourth quarter.

So based primarily on our revised guidance projections, we have lowered our EPS guidance for this year. Our 2009 earnings per share guidance range is now $3.80 to $4 per share, a decrease of about 6% from our previous midpoint guidance. Primarily as a result of the Q3 cash performance, we're now raising our free cash flow guidance to $270 million to $290 million.

And with that, I'll turn the call over to Patrick.

Patrick O'Leary

I'll begin with an analysis of the Q3 consolidated results. Revenues for the period were $1.2 billion down 21% year-over-year and modestly below our expectations. Organic revenue decreased 19% including declines of 39% in our industrial segment and 26% at test and measurement. Segment income was $156 million in the quarter above the top end of our target range but down 25% from last year.

As segment margins were 13.3%, the margin conversion was above our expectations given the magnitude of the revenue decline. We generated $194 million of free cash flow that's up 185% from last year, largely driven by the working capital decrease, so earnings per share from continuing operations was down 40% to $0.98.

Looking at the segments, we are presenting year-over-year and sequential segment performance. So beginning with Flow Technology, flow reported third quarter revenue of $406 million that's down 18% from last year. Foreign currency decreased revenue 4% and organic revenue declined 14%. The organic decline was driven by weakness across all of our key flow end markets.

Segment income declined 11% to $50 million, however, operating margins increased 90 points year-over-year to 12.2%. The margin improvement reflects the benefit from restructuring actions taken last year and earlier this year. The backlog for flow decreased 5% sequentially to $616 million. Organically the backlog was down 8%. Our visibility in this segment for book in turn business is approximately two to three months.

Sequentially third quarter revenue and segment income increased 2%. Orders in our short cycle flow markets were stable quarter-to-quarter, as was pricing. In certain markets we saw modest order growth from Q2 to Q3, including our dehydration business.

For the fourth quarter, we are expecting 8% to 13% revenue growth over Q3 driven primarily by larger projects in our backlog. We have three orders valued at $20 million scheduled for shipment in Q4. These orders are for customers in South America, India and the Middle East. We are targeting approximately a 300 point increase in segment margins to around 15%. This is the reflection of the cost reduction initiatives and APV integration, as well a more favorable product mix.

Moving on to the thermal segment, as a reminder quarterly results for this segment fluctuate significantly based on the project nature of the cooling and thermal equipment businesses. Thermal reported revue of $401 million down 8% from last year. Foreign currency decreased revenue 2% and revenues declined 6% organically.

The organic decline was driven primarily by lower sales of wet cooling systems and seasonal heating products. These declines offset revenue growth in the power projects in South Africa that Chris mentioned.

Third quarter segment income was $59 million up 13% over last year. Segment income margins expanded 270 points to 14.7%. The increase profitability was driven by a better revenue mix, as well as solid contract execution. Reported backlog declined 1% from the prior quarter. Foreign currency fluctuations increased the value of the backlog 6% offsetting a 7% organic decline.

The ending Q3 backlog includes a $47 million order we were awarded in September by American Electric Power to design and install a Flue Gas Discharge System in the U.S. This technology enables better dispersion of emissions through the exhaust plume of a natural drop cooling tower. Details of this order are available in the press release we issued yesterday.

Total orders were down from Q2, however, quoting and bidding activity remains active, particularly in China. Looking at the sequential performance for thermal, our reported revenue increased 9% driven primarily by increased sales of boiler and comfort heating equipment. Sales of these products are traditionally higher toward the second half of the year due to seasonal weather conditions.

In addition, revenue from the South African power projects also increased from the prior quarter. Segment income was up 115% from Q2 and margins increased sharply to 14.7%. Profit improvement was driven by leverage on the revenue growth at a more favorable mix of dry versus lower margin wet cooling revenue. In Q4, we are expecting revenue to increase 13% to 18% sequentially. This is largely driven by wet cooling projects. We are targeting Q4 margins of approximately 14%.

Business conditions for our test and measurement segment remain challenging in the third quarter. Year-over-year total revenue declined 28%, 26% organic. The U.S. market remains weak due to the continued stress on OEMs and their dealership networks. European OEM and global aftermarket demand decreased year-over-year.

Segment income declined 57% and margins were down 480 points to 6.9%. Sequentially revenue declined 10%, largely due to reduced volume in Europe. Segment income margins improved 50 points from Q2 to 6.9% reflecting a savings from restructuring actions. Although 2009 new platform rollouts are perhaps as weak as we have ever experienced, we do expect scheduled program launches from Ford and BMW to drive 11% to 16% revenue growth in the fourth quarter.

We expect Q4 margin conversion to be at about the same level as Q3. We have completed a significant amount of domestic restructuring in this segment going back to the second half of last year, and we are executing on restructuring actions in Europe. 2009 has been a challenging year; however, we believe we are positioning the global business for growth when the auto industry recovers.

Our industrial segment was somewhat insulated from the downturn during the first half of this year as we executed on the power transformer backlog comprised mostly of 2008 orders. As we expected, the impact of the recession in this segment was much greater in the third quarter financial results. Organic revenue declined 39% year-over-year. Transformer sales were down sharply on both volume and pricing. We also experienced significant declines in sales crystal-growing equipment and hydraulic tools.

Segment income was down 50% from last year and margins contracted 430 points. However, they were still at a respectable 19.4%. The backlog decreased 6% from Q2 to $381 million. Third quarter transformer orders fell 30% year-over-year but were modestly up as compared to Q2 driven by an increase in unit volume. However, pricing competition in the open market has intensified throughout the year. As of the third quarter, we are now booking transformer orders at about a 25% below peak prices.

Looking at the sequential trends, third quarter revenue declined 19% and margins were down 170 points. In Q4, we're targeting a modest revenue decline with margins falling to around 13% reflecting the weaker transformer pricing. We are not expecting the transformer market to recover in the near-term and are anticipating volume and pricing to remain pressured as we move into 2010.

A joint venture with Emerson Electric, EGS, is the primary driver of our equity earnings. In the third quarter we reported equity earnings of $6 million down 43% from last year. Our full year target for equity earnings is approximately $30 million. This represents about 10% of our 2009 estimated pre-tax income.

Free cash flow was one of the third quarter highlights. We generated $194 million of cash up 185% from last year. This was net of $15 million of capital investments and $15 million of cash restructuring. Working capital declined significantly contributing $99 million of cash flow in the period. For the year we have increased our free cash flow guidance range to be between $270 million and $290 million representing about 145% conversion of net income.

In closing, let me briefly review the revised assumptions for our fourth quarter and full year EPS. Looking at Q4 first, we expect reported revenue to be down 12% to 16%. This includes about a full percent benefit from foreign currency translation.

Segment income is targeted to be between $165 million and $180 million that's down 20% to 27% from last year. And segment margins are targeted to be between 13% and 13.5%. Our EPS guidance for the fourth quarter is $1.25 to $1.45 per share. This includes approximately $15 million of restructuring expense.

For the full year, we are targeting total revenue of about $4.8 billion down 17% to 18% from 2008. We expect foreign currency fluctuations to decrease reported revenue by about 3% and organic revenue to be down 14% to 16%. Segment margins are targeted at about 12.2%. As Chris mentioned, restructuring expense for this year is now expected to be approximately $70 million.

Our 2009 midpoint EPS guidance is $3.90 per share, a decrease of about 40% year-over-year. This assumes October exchange rates, a 33% tax rate, and just under 50 million shares outstanding. A detailed model to the midpoint of our EPS guidance range is available in the appendix of this presentation. Our free cash flow guidance of $270 million to $290 million assumes $65 million to $75 million of cash restructuring and $80 million to $90 million of capital spending.

Certain events could have an impact on our guidance, including changes in macro economic trends that influence our organic revenue, foreign currency fluctuations, project delays, the timing and executing of restricting actions, strategic decisions that could result in acquisitions or disposals and changes in our effective tax rate. Also as a reminder, we perform our annual goodwill and intangible valuation analysis during the fourth quarter.

With that, I'll turn the call back over to Chris.

Chris Kearney

So despite the challenges that we faced this year, we remain focused on our strategy aimed at achieving long-term growth in our three core end markets. We are committed to developing innovative, environmentally sound products to support our customers evolving global needs for infrastructure, process equipment and diagnostic tools.

Last year more than 85% of our total sales were generated from these three end markets. Between 2005 and 2008, our organic revenue growth was on average about 8% per year. So notwithstanding the economic downturn this year, we believe that many of the fundamental drivers that drove that growth are still in place.

The power infrastructure in the western world has aged and it needs to be replaced with new efficient technologies, but also provide an improved environmental outcome. At the same time, the advancement of developing countries is expected to drive demand for electricity, food consumption and vehicle service.

India is one of the developing countries where demand for our engineered solutions is likely to be positive in the medium to longer term. Globalization has been a key part of our transformation and we look at India as an important growth market for SPX.

During the third quarter we announced that we had entered into our joint venture with Thermax. Thermax is a leader in energy and environmental management and is highly respected in the Indian market. The joint venture is located in Pune and will market SPX's pollution abatement and heat transfer technologies in India and other countries in Southeast Asia.

The Indian government is committed to expanding power capacity and reducing emissions. We believe our efficient products will play a valuable role in helping achieve those objectives. SPX will be the minority partner owning a 49% interest in the joint venture. We don't expect the joint venture to have a significant impact on our financial results in 2009.

Although Q3 was another challenging quarter, we achieved sequential improvement in our operating performance and delivered solid free cash flow generation. We made good progress on our restructuring initiatives and expect the savings from these efforts to yield benefits in Q4 and throughout 2010 and 2011.

Due to our diverse end market and geographic mix, there will be different inflection points for recovery across our businesses. The majority of our businesses are late cycle; therefore, we expect our recovery will lag the broader economy. We're confident in our long-term strategy and we're positioning SPX for growth when our end markets recover. Our financial position is strong and we continue to evaluate strategic investments. We intend to announce our 2010 guidance in January and at that time we'll also provide a detailed update on our businesses.

We thank you again for your time and at this point we'll be happy to take your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from John Baliotti – FTN Equity Capital markets.

John Baliotti - FTN Equity Capital Markets

Obviously the current environment is laid it out there is not much I would ask about that right now. But I was just thinking if you look at your full year somewhere in the 12% segment margin range if you go back to 2004 sort of at the bottom of everything, it looks like you're running about 2 to maybe 250 basis points higher and you mentioned that you just invested the last of your original SPX businesses.

And I'm just wondering, how do you look – if you think over the next five years or so just the next year or two years what do you think the growth profile is going to look like going forward versus what it was when you took over in 2004, 2005?

Chris Kearney

Well, well if you look, John, as I mentioned in my opening comments at our average growth over the four year period between 2005 and what we've experienced globally in this recession in 2009, the growth was steady and it was impressive and we were still moving along toward divesting the non-core businesses.

So as I indicated, we're absolutely convinced that we have moved the company in the right direction strategically. We're in the right businesses. We're in the right end markets. We're increasing our presence in those developing markets around the world where we think there is significant opportunity for growth in those three core end markets.

And so I think, while this year has been difficult I think the difficult decisions that we have made in terms of our focused restructuring effort, go a long way to permanently improving the structure of the company and sharpening our focus in those areas so that as we recover from this recession that we're in right now I think frankly the company is going to be even better positioned.

I think as we look forward we're going to look for opportunities to strategically expand those businesses from opportunities that give us an expanded product offering or that give us a more significant presence in some of those attractive developing markets.

And as the economy recovers, I think the established markets in Europe and the United States have a much better dynamic for the replacement market which has been most of the early hit I think in 2009. So I think in terms of how I see us going forward, as I've said you know many times in response to similar questions on this call and in investor conferences, I think what you see is a larger more significance version of what we've created over the last four years.

Patrick O'Leary

Some of our margin developments from the loss recovery was about 100 points a year and we estimate that about half of that is from our operating initiative and approach to driving continuous improvement and about half of it was from the organic growth rate being almost twice the target gross rate of 4% to 6%.

And our compensation systems and the way we drive the business are still aimed that 50 points of margin improvements. Obviously there could be step changes based on normalization of revenue rates that particularly has happened historically in the test and measurement segment.

John Baliotti - FTN Equity Capital Markets

Somewhat related to that, when you talk about the late cycle businesses, do you think of that as because they're late cycle that when the cycle starts over again that the market's going to need to wait for other cycles to pickup before those recover, or is the truncation and demand such that when the general global economy starts to pickup again it would be a resumption of some of that work that is not typical of the timing of the cycle. In other words, in your expectations do you expect power to come back a little bit sooner because of how it went down versus let's say the last cycle and when it started to recover?

Chris Kearney

It's difficult obviously to say, John, but if you look at the dynamics particularly in the replacement market, if you look at the transformer business for instance, we've said again and again and again today on this call, the age of that infrastructure is a significant dynamic and it has to be replaced, it has to be more efficient. There are reliability standards in place today that didn't exist before.

And you can expand out beyond just transformer but other power and energy infrastructure. If you look at power generating infrastructure generally in the United States and Europe, it is likewise aged and inefficient and prone to failure. I think a lot will depend on how the financial markets recover and the availability of cash to resume that CapEx spending for our customers.

But I think one way or the other I think the dynamic is set up pretty well for us frankly. We're in the right place, we're in the right markets, we have the right products, and we're developing the right technology. So we've said that recover isn't going to be quick. I still feel that. I think the world will see that as we go through 2010. But on a relative basis, when I look at the dynamics that support our business versus others, I kind of like the dynamic. I think we'll be in the right place.

Operator

Your next question comes from Nigel Coe – Deutsche Bank Securities.

Nigel Coe - Deutsche Bank Securities

I just wanted to get a little bit into the industrial margin outlook for 4Q. Obviously it looks like Waukesha's pricing is depressing that. Can you just make comments whether Waukesha margins are above or below that guidance range and whether you're recovering more mature in fashion within Waukesha?

Patrick O'Leary

With respect to the mining performance for the transformer business, it's slightly above the average margins for the segments. And as I said on the call, what's really happening there over the course of the year is open market pricing has been steadily declining from sort of a 10% to 15% price decline to 15% to 20% and now, as I mentioned, prevailing pricing at about 25% below the peak pricing that we saw last year.

And so that is actually typical for the cycle of U.S. transformers where volume declines and pricing are highly correlated up on the downturn and on the upturn. And so what we're really seeing is the mix of lower volume and lower pricing, and that is the primary driver of the change of the industrial segment margins from a little over 19 to an expectation of 13 in Q4.

Nigel Coe - Deutsche Bank Securities

And then are you recovering the steel and copper inflation coming through? And without [inaudible] 2010 guidance, but we've seen a big drop-off 3Q to 4Q. Do we stabilize at these levels or do you think there might be another letdown in 2010?

Patrick O'Leary

With respect to material prices actually we have a slight benefit from lower steel prices in the transformer market. It's obviously completely overshadowed by what's going on with volume and pricing. So I would say right now that materials are not a significant factor, and actually if you look at the whole company, really not a significant factor for the whole company. We've had a remarkably stable pricing for the last couple of quarters.

If you look at prevailing margins and volume in transformers, sequentially we actually had a decent unit order performance actually slightly up. And so if you step back and look at the whole market, it very much is the market that behaves as less absorbed capacity until the recovery comes. The sentiment in the business is that recovery will be faster in the U.S. this time, primarily because of the different regulatory environment and the penalty for failing to provide continuous supply of electricity.

I honestly think we need another quarter or two to say whether or not this sort of 25% below peak pricing is maintained. But the comments that I made today were really predicated on pricing being maintained at current levels.

Nigel Coe - Deutsche Bank Securities

Then you said I think last quarter that the transformer's run rate now about $250 million to $300 million. Given that pricing has weakened, should we be thinking more to the low end of that range right now?

Patrick O'Leary

No, I still think $250 million or so is a good estimate for transformer revenues for next year, and that would reflect a revenue decline of about 30% from what we expect for reported revenues for 2009.

Nigel Coe - Deutsche Bank Securities

Final one, the step-up in thermal from 3Q to 4Q revenues, can you just maybe talk about the phasing of these African revenues 3Q to 4Q and how much of a buildup you get from the heating business, again, from 3Q to 4Q?

Patrick O'Leary

With respect to South Africa, we really started production in the early part of the year and we started recognizing the revenue. It's a little bit higher in Q4 but not really significantly. And then on the cash flow side, we're seeing most of the cash that we've received in the first half of the year and have spent a significant amount of it.

And then with respect to the profitability of the personal heating businesses, it's remarkably skewed particularly for the boiler business towards the back end of the year with, frankly, the majority of the [OP] up being skewed to Q3 and Q4. And that is a business both on the electrical heating and the boiler as well.

We sell through distribution channels and we are subjected to inventory stocking behavior both at the retail and on the electrical side and then with distributors on the boiler side. Volume is candidly very sensitive to the weather, and obviously in this environment is very sensitive to the stocking behavior of distribution partners.

Operator

Your next question comes from Jeff Sprague – Citi Investment Research.

Jeff Sprague - Citi Investment Research

Just one detail question before I get into fundamental. Patrick, can you just explain what's going on with kind of this $14 million loss in non-controlling interest in the P&L? Is that related to this loss on disposition and disc ops, and is that still a trend? Is there something else going on there?

Patrick O'Leary

It's actually Filtran. It's basically a re-class that doesn't impact the overall earnings. We had originally structured that deal where we were going to sell the minority German interest as well and the final deal that was struck the German minority interest remained, and so you'll see a similar entry on Q4. But basically, it really just relates to the structure of the final deal that we did on Filtran and doesn't affect the overall financial segments of the company at all.

Jeff Sprague - Citi Investment Research

Just thinking about the thermal mix, you're actually talking about mixing lower towards wet in Q4 but Q4 margins in thermal being relatively stable. Is that a function of the heating businesses seasonally offsetting kind of the mix within the actual power cooling related business?

Patrick O'Leary

Exactly.

Chris Kearney

Yes, that's it.

Jeff Sprague - Citi Investment Research

And you called out that you are sensitive to stocking behavior. What is your sense of the state of play in distribution right now?

Patrick O'Leary

It's at depressed levels and we're waiting for it to recover. I think the communication back from the market is still in a number of areas, both in thermal and in test and measurement of what I would describe as a reluctance to restock and that that pressure is from financing pressure that a lot of these have channel partners have financing that is related to working capital. So I would say we're at the low point and most of the markets certainly recent historical lows and that at some level we're more likely to see restocking than we are to see further destocking.

Jeff Sprague – Citi Investment Research

But your view is even if there's not quote unquote "restocking" if there's actually just some normal seasonal dynamics that you should have some decent volumes in that business just shipping to demand as opposed to actually restocking?

Patrick O'Leary

Yes.

Chris Kearney

That could happen.

Patrick O'Leary

Let me put it another way. Our outlook is not assuming restocking.

Jeff Sprague – Citi Investment Research

Right, nor should it, in my view. On cash deployment, Chris you mentioned kind of a pipeline starting to come together. Should we expect things to happen as we roll into 2010?

Chris Kearney

As we expected, I think we're at a good point where, as I mentioned in remarks, Jeff, where valuations on some opportunities do look more reasonable than they have in the past. We have done a great job, I think, in the quarter on cash flow taking another big significant step to reducing debt by another 14% putting us back in the range. So I think there are opportunities out there and they're opportunities for us to very consistently extend the strategy in some areas that I think make a lot of sense. So, we'll stay tuned.

Jeff Sprague – Citi Investment Research

Finally on India, are all the revenues associated with that solely contingent on now the two of you booking forward projects together or is there some residual activity between the two of you that actually does equate to some revenue dynamics.

Chris Kearney

The focus of the venture, Jeff, is to pursue new opportunities together and we think it's a pretty attractive environment when you combine our technologies I think it provides some product and technology focus that was attractive to Thermax and it fits for us in terms of establishing a toehold.

I think more broadly speaking in India even beyond this opportunity, I think there are some very attractive opportunities for us in India and our other three core end markets. Certainly there is in cooling, which would be beyond the scope of this venture that we're in, but in testing and frankly in some of our industry businesses as well.

Patrick O'Leary

And we do expect this joint venture to create significant leads for larger scale cooling projects where in many cooling projects we already would partner with someone, perhaps for construction. And so we do see the joint venture as creating significant potential leads for our core cooling products and that revenue would actually be outside of the joint venture and recorded in the normal costs.

Jeff Sprague – Citi Investment Research

Finally, if I could, any early read on pension and OPEB for 2010, Patrick? Or maybe where it stands as of Q3 as you look at current discount rates.

Patrick O'Leary

I think it's too early to tell. As you know, we're kind of out of the pension business in terms of our pension plan everyone in it is fully vested. We don't offer it anymore and so our outcome is really driven by the discount rate and the return on investments.

Because we're sort of out of the business, we have moved the investments, actually almost two years ago, to an asset liability management approach as opposed to the sort of predominant equity investment. So, about half the investments are in bond funds with maturities to match the estimated pension payment, so I don't expect we'll see the same kind of volatility that some of the companies will see.

Operator

Your next question comes from Shannon O'Callaghan – Barclays Capital

Shannon O'Callaghan – Barclays Capital

Just a question on some of the deferrals you talked about in the fourth quarter. Can you give a sense of your visibility and confidence that these things are actually going to happen in the early part of next year or when do you think they'll happen? How do you feel about what that means about year-over-year deltas in some of these businesses in terms of what might be up what might be down?

Patrick O'Leary

Well, I mean with respect to sort of the magnitude you could see from the guidance that we've moved about a $100 million of revenue and the lion's share of that north of $80 million has been for thermal projects. And obviously since we are life cycle there in terms of working on a project where there's also a turbine and a boiler, there's a significant amount of engineering work and design work that is done upfront, site selection, permitting and so these projects are real projects and we have a high level of confidence that they will actually be executed.

What we're actually seeing is reluctance on the part of people who spend money and really a lot of uncertainty particularly in the U.S. market around what is the government actually going to be? What is the payback of these projects? What's the environment going to be like? What is going to be the cost of emissions from these plants? And so we're sort of experiencing this hiatus in the U.S. power market while people wait and see what's happening.

Chris Kearney

With respect specifically to Q4, Shannon, I mean there were discrete large projects that moved out. For instance, in thermal there were three large projects in China that now move into next year that were helping to supporting the prior outlook, and that relates really just to construction delays in the project. Again, underscoring the later nature of our products in the fact that we're affected by what happened before us on the project.

And we've seen a couple large projects likewise in flow move out into 2010 and in tests we've seen a couple of OEM tool programs that were delayed until next year. So, these were significant discrete opportunities that were in the backlog and out looked previously and now they just went into next year. So, yes, we can't predict exact timing of it obviously, but that supports the change.

Shannon O'Callaghan – Barclays Capital

Then you had this flue gas discharge win and kind of a broader question is part of that. I mean you're kind of calling out the opportunity for retrofit in that particular area. Can you comment on what you think about that and maybe the broader retrofit opportunity in developed markets for thermal?

Chris Kearney

Yes, there's a significant opportunity for that in Europe and we've been participating in that in a fairly large way. With a pretty good backlog of business in our German operations, in light of that I think there is likewise opportunity for us to expand our business in the United States, because as those aged plants look to become more efficient and more environmentally compliant, that technology can significantly help them get there. So, you're exactly right. I mean in addition to the developing markets, there is a pretty attractive opportunity in the developed markets in the world.

Patrick O'Leary

Last quarter we called out a project, it's actually a U.S. project to build a tooling tower to replace a one through tooling for environmental reasons, water management reasons as well, and so we do see ultimately decent retrofit rebuilds in U.S. and Europe.

Shannon O'Callaghan – Barclays Capital

Last one for me. Electrical grade steel, how do the price negotiations occur in terms of timing? I mean is that an annual thing and how might that play out and might you see some more relief there?

Patrick O'Leary

It basically occurs typically now short of an annual. Obviously, the big factor in the overall market right now is that the steel industry in the U.S. is operating at a fraction of its capacity. And as I mentioned, we have had a step-down in steel pricing that, believe it or not, is having a positive impact in the industrial segment and will do so going into next year. But it's completely overwhelmed by the pricing of volume dynamic that's taking place in transformers.

Shannon O'Callaghan – Barclays Capital

So do you expect those as those negotiations happen? I mean is there more downside in electrical grade steel pricing from where you are booking things in your current plan?

Patrick O'Leary

I don't think it's significant, to be honest. I think if you look overall at the company, we've had very modest pricing declines in terms of the market. In terms of pricing impact on products to customers, we've had a very slight increase, other than transformers which is driving industrial net pricing down.

Operator

Your next question comes from John Inch – Merrill Lynch.

John Inch - Merrill Lynch

So, just based on your 840 of expected shipment out of thermal backlog next year, if you were to exclude the personal comfort businesses, what would that imply for the rest of the segment. I'm assuming down, right, but how much would that be down heading into 2010?

Patrick O'Leary

There's really no backlog in the personal comfort heating businesses, John.

John Inch - Merrill Lynch

No, I know, but if you exclude them and you take the 840 that you called out that you expected for shipment. What does that mean for those businesses based on what you know to date for 2010?

Patrick O'Leary

Well, the small businesses aggregate about $250 million.

John Inch - Merrill Lynch

So down 20% or something like that?

Patrick O'Leary

Yes.

John Inch - Merrill Lynch

Okay. I want to ask you about test and measurement, that business it looks like you're going to be spending about 40% of restructuring dollars on it. A couple of things first, would test and measurement be losing money if it weren't for the restructuring? And then just based, I'm thinking out loud, Saturn's closing its dealer network. I mean, you've done so much activity there, but based on what's still going on in the U.S., do you anticipate still spending restructuring dollars in 2010 for test and measurement?

Patrick O'Leary

Well, if we talk about the service solutions business, it would actually be losing money if it had not taken the restructuring actions that it took, multiply so. So as we went at the restructuring, as you gather from the comments, we really focused on the U.S. first, and that's also consistent with our strategy to move towards European OEMs and Asian OEMs. And the second half restructuring is more focused on Europe, which is a higher cost restructuring with a longer payback. I think there is some possibility for additional restructuring in this segment as we go forward.

The volumes are at an unprecedented low. If you look at the revenue dynamic, we do expect the U.S. big three to start resuming model change. We do expect electrical vehicles to play a much more significant role in the overall vehicle fleet. We do expect regulated re-change to drive a new approach to air conditioning, and we expect some smaller cars with more environmentally friendly outcomes. So the actual medium to longer term revenue dynamics of the business is quite positive. Realistically, it's a positive for the latter part of 2010 as models start rolling out for the end of next year and 2011.

John Inch - Merrill Lynch

Patrick, would Saturn be meaningful to this business service solutions in the short to medium term?

Chris Kearney

No. This is Chris, John. No, it wouldn't and the Detroit three, as we've talked about before, have become significantly less impactful over the past few years so that they now account for about 15% of the total revenue in that segment. And just to underscore what Patrick said, I think when you're thinking about this business and the restructuring, it's important to remember that the focus restructuring that we have done, more than anything else, supports the evolutionary change of this business outside the United States into Europe and into the Asia/Pacific market.

And while we've experienced a short-term pain that has most significantly been caused by the change in the U.S. market and now currently a tough market in Europe, the going forward dynamics for those key OEs that we have partnered with in Europe and Asia/Pacific are quite significant in terms of how you view that business going forward. And the significant restructuring that we've done in that segment I think will help support growth in that business and profitability going forward.

So I've said this before. You have to look through the traffic, no pun intended, in terms of what's going on in that industry and understand the significant change that's coming with respect to new model introduction, alternative fuel vehicles, new players on the scene who will likewise affect the U.S. market that we have a significant relationship with, like Fiat for instance. So I think everything that we have done this year, painful as it has been, will position that business better going forward.

Patrick O'Leary

Yes, we do expect it to show sequential improvement in operating income next year compared to 2009, obviously from the restructuring.

John Inch - Merrill Lynch

By the way, did you guys book any orders since you signed the Thermax joint venture? I missed that if you said that, I apologize.

Chris Kearney

Yes, we have booked our first [smaller].

Operator

Your next question comes from Stephen Tusa – JP Morgan.

Stephen Tusa - JP Morgan

Just wanted to follow up on John's questions on the thermal backlog, so when you look at your last year's backlog, I guess in your guidance presentation you said that about 65% of it was for 2009. Was that a similar percentage for just the thermal backlog last year? Is the thermal backlog more or less in line with that percentage?

Chris Kearney

It's more or less in line. Yes, it is. It's pretty similar actually.

Patrick O'Leary

Yes, it is. I mean at the end of 2008 the thermal backlog was $2.83 billion and at the end of Q3 it was $2.96 billion.

Stephen Tusa - JP Morgan

Right, but you had last year the 66% of that $2 billion was for '09. It was about $1.3 billion, now for the forward year, now you're talking about 840 and that 840 does include the projects that were pushed out from Q4 into next year, correct?

Patrick O'Leary

Yes, it does except that they were China orders that were probably taken in early part of this year. I don't have the year end numbers in front of me, but the aging I have for the Q1 thermal backlog was 713 in 2010 and 431 in 2011.

Stephen Tusa - JP Morgan

Okay, I guess what I'm just saying is visibility into the next year today looks like it's materially worse than it was at the same point last year.

Chris Kearney

No, I think it's actually comparable.

Ryan Taylor

We're actually slightly above where we were at last year for the thermal and cooling business, and that's driven in part by the South African projects as we look into next year and also somewhat by the foreign currency benefit that we've gotten in our backlog as we've gone forward.

Stephen Tusa - JP Morgan

Okay, so the 840 actually represents a greater percentage of 2010 revenues as you look out than the $1.3 billion did last year.

Ryan Taylor

We haven't given guidance for 2010, so on a percentage basis –

Stephen Tusa - JP Morgan

But that's what you're saying, right.

Ryan Taylor

We have more value in the backlog at this point than we did at last year at this point in time for the cooling business.

Stephen Tusa - JP Morgan

Then I didn't quite understand the response to the question on industrial. Can we think about this 13 as a run rate going forward, or is there something unusual about that number?

Patrick O'Leary

Well, again, it's premature for us to guidance for 2010, but with respect to the industrial margins for the year, which are right now out looked for the year at 19%, we do expect margins in 2010 to be substantially below that. And what I would say is Q4 is more indicative of a run rate, but obviously what happens in the other short cycle industrial businesses will be an important determinant of 2010 margins as well.

Stephen Tusa - JP Morgan

One last question for you, when I look at the restructuring expense the majority of restructuring was taken in kind of the more shorter cycle areas this year. And I think just reading into your comments a little bit talking about how the late cycle businesses are going to be weaker, it doesn't look you've taken a ton of restructuring in industrial and thermal.

Should we expect there to be some costs to come out of those businesses as the backlogs degrade and revenues come down? Or is there just not a lot to do there given what you went through last cycle? I'm just trying to get a read on how you're feeling about restructuring.

Patrick O'Leary

Well, it's true we haven't done much in the industrial segment. We've done about $10 million of restructuring in thermal segment, which has mostly been what I would call structural. And so I think there is possibility for some restructuring in both segments going forward. I don't honestly see that as significant. I would expect in the aggregate for the whole company we would have materially less restructuring for the whole company in 2010 than we have done this year.

And of course, a lot of that is expectations around market dynamics, the importance for us to maintain the ability to deliver to customers in the upswing. And then particularly with the transformer business where the medium term to long-term market indicators are very strong for the market. And so with a skilled labor force certainly we have a reluctance to downsize that labor force given what we see for the forward dynamic.

Stephen Tusa - JP Morgan

One last question, what were the savings this year from restructuring and is there carryover into 2010?

Patrick O'Leary

We haven't published that. What we've really said is 12 to 18 months giveback. What I would say is if you look at the first half of the year that was primarily U.S. restructuring with kind of a 12-month payback. If you look at the second half of the year, it's primarily European structuring with a two plus year payback and that would give you some ability to gate the 2010 and 11 impact.

Stephen Tusa - JP Morgan Five Stars

So you've still got some good saves to come here over the next year and half.

Chris Kearney

Yes. That's right.

Ryan Taylor

At this time, we're a little bit past our time limit so we're going to have to conclude the call. For those of you that did not get a chance to ask questions, I'll be in my office this afternoon and you can give me a call and I can talk to you then. We appreciate you guys taking the time, and thank you very much.

Operator

Once again, ladies and gentlemen, that concludes our conference. Thank you all for joining us.

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