Good day, ladies and gentlemen. Welcome to the A. O. Smith Second Quarter 2014 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to introduce you to your host for today's conference, Mrs. Patricia Ackerman. Ma'am, you may begin.

Thank you, Terja. Good morning, ladies and gentlemen, and thank you for joining us on our second quarter 2014 conference call. With me participating in the call are Ajita Rajendra, Chairman and Chief Executive Officer; and John Kita, Chief Financial Officer. Before we begin with Ajita's remarks, I would like to remind you that some of the comments that will be made during this conference call, including answers to your questions, will constitute forward-looking statements. These forward-looking statements are subject to risks that could cause actual results [indiscernible] different. Those risks include, among others, matters that we have described on this morning's press release. In order to provide improved transparency into the operating results of our business, we are providing non-GAAP measures, including adjusted earnings, adjusted EPS and adjusted segment operating earnings that exclude certain items, as well as nonoperating pension costs consisting of interest costs, expected return on plan assets, amortization of actuarial gains and losses and curtailments. Prior year results are provided on a comparable basis. Reconciliations from GAAP measures to non-GAAP measures are provided in the appendix at the end of this presentation and also on our website. Ajita, I will turn the call over to you.

Thank you, Pat, and good morning, ladies and gentlemen. Our strong performance in the second quarter was driven by solid growth and profitability across all our major businesses. Here are a few highlights. Our organic growth drove sales 8% higher to an all-time record of $595 million. China sales were up 17%, with gas tankless and water treatment products growing faster than the business as a whole. Our adjusted earnings of $0.66 per share were 27% higher than the $0.52 per share recorded last year and were primarily driven by higher sales. We continue to allocate a portion of our capital to returning cash to our shareholders. We repurchased approximately 1.3 million shares for $60.8 million this year through June 30. To allow us to continue to repurchase shares, our board increased its authorization by 1.5 million shares in April. We increased our dividend by 20% or more for the third consecutive year in early 2014. John will now discuss the results in more detail.

Thank you, Ajita. Sales for the second quarter of $595.4 million were 8% higher than the previous year, driven by higher volumes in water heaters and boilers in the U.S. and water heaters and water treatment products in China. Adjusted earnings of $60.3 million improved 25% from 2013. Adjusted earnings in 2014 excluded after-tax nonoperating pension cost of $3 million. Adjusted earnings in 2013 excluded after-tax nonoperating pension cost of $3 million and after-tax restructuring impairment expenses of $3.1 million. Adjusted earnings of $0.66 per share improved 27%, compared with $0.52 per share last year; effective income tax rate associated with second quarter adjusted earnings in 2014 up 27.8% compared with 31.5% for the same period last year. The rate this year was approximately 1 percentage point lower than the rate we previously disclosed, providing a $0.01 per share benefit to second quarter 2014 adjusted earnings per share. We expect the effective income tax rate for 2014 adjusted earnings will be between 28% and 29%, with the GAAP effective income tax rate almost 1 percentage point lower. A reconciliation from GAAP EPS to adjusted EPS is included at the end of this presentation and covers the previously discussed adjustment. Sales in our North America segment are $410.1 million, increased 5% over last year, driven by higher sales of U.S. water heaters and Lochinvar-branded products. Rest of World segment sales of $193.6 million increased 14% compared with last year. Sales in China increased 17%, driven by increased demand for water heaters and water treatment products and expansion of our distribution outlets in China. North America adjusted operating earnings of $67.1 million were 7% higher than last year, and adjusted operating margin of 16.4% was up slightly. A favorable impact from higher volumes in the U.S. were partially offset by higher steel…

Thank you, John. As John mentioned, the midpoint of our updated 2014 guidance implies growth of 15% in adjusted earnings per share over the last year. Our outlook for 2014 includes the following assumptions: First, we continue to see strong growth in China. As many of you know, we are a consumer product business in that region and have invested significantly in brand building, innovation, safety and quality to sustain and enhance our position as the leading premium water heater brand. The return on our investment in engineering and innovation is one of our key success factors in China, along with distribution expansion and market share growth. The macro environment also provides 3-pronged tailwinds for our business: First, our premium consumer products with a highly recognizable brand are in the sweet spot of the government's desire to grow the consumption part of China's economy. Second, wage inflation has been increasing recently, and this is the expansion of discretionary income and growth in the middle class. And third, China recently set a goal for the population to be 60% urban by 2020. This equates to 10 million to 15 million people per year moving to the cities and thereby increasing the demand for apartments and water heaters. Combining all of these factors gives us confidence that we will grow at least at 2x China's GDP rate. Please note that we expect higher advertising expenses in China in the third and fourth quarter due to a catch up in ad spending from lower spending in the second quarter and seasonal advertising and promotional spending in the second half of the year. As a result, we expect second half operating margins in Rest of World to be lower than the first half operating margin. Second major assumption. Significant market acceptance of our water…

[Operator Instructions] Our first question comes from the line of Scott Graham of Jefferies.

I have 2 questions for you, guys. The first one is about the corporate expense and the implications on M&A. Corporate expense was not only down on a year-over-year basis by a lot but literally down versus the last 4 or 5 quarters' levels. And I'm wondering what that means exactly, Ajita. Is -- was there just a lot less due diligence in the second quarter because the pipeline has thinned out? Is there any kind of read there on what the pipeline looks like? Has it weakened?

Scott, I'd say it's [indiscernible]. I'll talk to numbers, and Ajita can talk about the pipeline. The reason it sounds from last year is we spent a significant amount of money on 2 potential acquisitions in the form of due diligence. We got very deep into due diligence process, and it was very expensive. And it's one of the ones we've talked about, where we've walked away and we decided to walk away from that one because of price. So I would say last year's second quarter was abnormal compared to the other quarters. And we still have the same commitment in dollars, x due diligence, to acquisitions that we've had over the last several quarters.

And Scott, in terms of M&A activity, in fact, in terms of the total market, everything we are hearing is activity level is up quite a lot. And we are seeing that, too. And the pipeline is very robust, as it has been in the past. So there is no decline in activity or our energies behind the right type of acquisition.

Got it, okay. The second question relates to the ERP expenditure of $10 million heavily weighted towards the third quarter. It sounds to me like not a lot was expended in the second quarter. We know something was expended in the first quarter. I'm not sure if you gave that or not, but I thought I heard you say, Ajita, that all of the incremental was going to be in the second half of the year. And again, I thought that we had some rung up in the first quarter. So maybe if you can just kind of connect those dots for us.

Yes, go ahead.

The incremental, we said last year, we spent about $5 million on the ERP. Much of that was in the first half of the year last year because they only started capitalizing the cost. The first half of this year will -- we spent about $3 million to $4 million, again capitalizing most of the cost. But our first go-live will be in August of this year. So then you stop capitalizing and you start amortizing. So that's why we're saying the incremental year-over-year will be about $10 million, which is consistent, $15 million versus $5 million, but it will be basically $10 million additional in the second half of the year, most of which is the third quarter.

And on the whole project, we are right on track. So nothing has changed from the time we really started talking about it.

Got it. So that -- would that imply then, John, something in territory of like $7 million to $8 million in the third quarter?

It's probably incrementally, probably about $6 million to $7 million, I think, over last year.

And our next question comes from the line of Noah Kaye of Northland Capital.

We're hearing some very positive commentary on your China water treatment products coming out of the Aquatech Shanghai expo last month. You gave us some figures on expansion of stores. Can you give us some figures on actual branded water treatment sales within China for the quarter?

For water treatment, first half of the year was up close to 70%. And we're expecting that to continue the last half of the year, although there will be some tougher comps compared to last year. So we said that water treatment, we think, will be up at least 50% for the year. And so you're right. There's been a real acceptance of water treatment in general. There is very low penetration of the consumer for water treatment. So we are very optimistic about potential growth. I mean, we -- Ajita mentioned that one of the market research companies has estimated that, that market could grow at 40-plus percent CAGR for at least the next 5 years and probably longer than that. So we are very optimistic about that market.

The other thing, though, is that if you were at Aquatech, you saw the impact that the A. O. Smith brand has in that category in China. And it's one of those things that seeing it gives you the impression and gives you the right impression on the impact much better than trying to explain it. And so if you were there, you'd see the impact. It has clearly shown us as the leader in that market in China.

Right. And just as a follow-up, we've seen softer housing demand in China in the first half of the year. Homes targeted to affluent buyers have certainly not been immune. So how do you reconcile this with your strong sales and margin growth in China? And can you give some thoughts on how you would expect housing market will impact your China sales going forward?

You're right. The housing market has been relatively weak, but I think we've been pretty consistent on how we've said we'll grow. We grow a lot of different ways. We grow by gaining market share. We did that during the quarter, specifically on the gas side, additional distribution outlets that we did. Some of our ancillary product lines, like water treatment, are growing much faster than the 15% we'd highlighted. So certainly, that's helped us. We think the replacement market continues also to grow some. So that's been a benefit. So we have not been totally dependent on new housing, which is good because it has slowed down, but we think that's a potential upside for us because ultimately, housing will come back there we believe.

And our next question comes from the line of Mike Halloran of Robert Baird. Michael Halloran - Robert W. Baird & Co. Incorporated, Research Division: So first, on the residential side, just could you talk about what the different channels are looking like there? Obviously, you've talked about strong replacement, maybe a little bit more muted new housing but certainly something on the right path. So could you talk about what you're seeing in those 2 channels, as well as what you're seeing through the various wholesale, retail-type channels as well?

We saw -- you probably saw the AHRI data for April and May. And they were relatively flat, but June was a very strong month. And so we've seen that. I think the wholesale has been a little bit stronger than the retail, which indicates maybe that there is some new housing going on, et cetera. But we're -- we originally forecast the industry to be up about 9 -- it's about 300,000 units up to about 9 million units for the year. And right now, we're very comfortable with that estimate. Michael Halloran - Robert W. Baird & Co. Incorporated, Research Division: Makes sense. And then the 2 cost items that you've talked about in China, specifically, one, could you help us triangulate on -- more from a magnitude perspective how that advertising expense will swing either year-over-year or as we go from the front half to the back half? And then also, just an update on how the new facility is trending and if there's any still lingering headwinds there or how that's working through.

Yes, there still are some headwinds from the new facility, and we expected that. Again, when you're adding incrementally right on the edge, we had halfway [ph] for 2 million units in the old facility, and we added 1 million. And certainly, we are not filled with capacity on the new one. It's having some headwinds, which we expected, so nothing unusual there. At the advertising, 2 things about the advertising: Historically, when we look at advertising, first half to second half, the second half is 0.5% to 1% higher. And that's just really a function of prime water heater sales in September to December, covering the Fall Festival, et cetera. So when we look at those numbers, that's historically what it was. But in addition, the second quarter, our national ad spend was lower than what would be normal. And we expect to pick that up because, as alluded to earlier, we're going to spend more money nationally on television regarding water treatment, et cetera, and making sure that our brand is recognized in that category. So it will be higher, without a doubt, the last half of the year compared to the first half. When we look at the full year -- and that takes out some of the volatility, we started Rest of World by saying it would be less than the prior year. We said that when we got out of the first quarter -- I mean, at the end of the year. Then in the first quarter, we said it would be about equal. And now we're very comfortable that full year margins will be higher than the prior year. So they're making very good progress when you look at the whole year on their operating margin.

Just to add one thing. That also drove us, partially, to improve our outlook for next year, Mike. Michael Halloran - Robert W. Baird & Co. Incorporated, Research Division: That absolutely makes sense. Just want to make sure I understood the moving pieces.

Our next question comes from the line of Charley Brady of BMO Capital Markets.

Can you comment on the price increase that went through in May? Do you think that had any pull-forward impact on Q3 sales?

Not really because it probably had a little bit of impact in April, but it would have cleaned itself out, we think, by the end of May. So we really don't think at this point -- I mean, traditionally, the third quarter is less, and we certainly expect that to be the case again this year. But we don't really think there was any pull forward for the whole quarter.

There was pull forward within the quarter from month-to-month, but it was contained within the quarter.

Right, right, okay. And then just back on the advertising expense comment on Rest of World in Q2, you said it's below what would normally be seen in Q2. Can you quantify -- so the margins in Q2 Rest of World were certainly a bit better than we had modeled in. I'm just trying to square up how much of that was just kind of maybe a shift because advertising expense kind of moved into Q3 from Q4. Actually, what I'm asking is, how much was the lower adverting spend the Rest of World benefited margins in Q2?

So lower advertising compared to the prior year was almost down 1%, and that was probably a lower run rate than we would expect on an ongoing basis. And again, the biggest factor was national TV advertising and lower spend rate in the second quarter compared to normal, I'll say. And we'll make that up. There was some -- the World Cup finished in the third quarter, and we were pretty aggressive with some national advertising for that, et cetera. So we'll make that up.

Okay. And there's one more, just kind of maybe an update on India. What -- any change there, any positive movement one way or the other?

I would say India is kind of at the same run rate we expected. As you know, about 75% of the sales come in the second half of the year. So it's really hard to gauge until we get into that. I mean, there's been some positive talk about the election and the new leader. Time will tell if that will pass through into the market. That's relatively recent. So it hasn't happened yet.

And our next question comes from the line of William Bremer of Maxim Group.

I'd like to go right to Lochinvar. Can you sort of give us a sense of the growth there, as well as do we have operating margins there up year-over-year?

Well, we had very nice growth in Lochinvar. I think we said in the first quarter, it was up about 7% year-over-year. And now we've said year-to-date is up 10%. So the math works, it was obviously above 10% the second quarter. The margins were relatively flat, and we knew that. We're spending a fair amount on engineering and also selling, associated with the new products that are coming out. But margins were relatively flat, which is what we were expecting for Lochinvar. So they had a very good quarter.

Yes. And just to add a little more color to that. In the first quarter, the 7% we said, it was impacted by the cold weather because people were having a hard time getting around and replacing boilers, et cetera. And they caught up in the second quarter. So we are at the 10% rate that we've been talking about. And the new products that we've announced have been very, very well accepted, and the reviews have been terrific. We start shipping that the latter part of the third quarter and in the fourth quarter. And those new products, as John mentioned, the investment in engineering is an ongoing process at Lochinvar. And these are not the last of the new products that you are going to be seeing there. It's an ongoing process, and we have some very exciting new products on the drawing board, which we'll be seeing at very constant frequency out in the future.

Nice color, Ajita. And can I expect the second half to be greater again than the first half?

Well, I mean -- again, we expect sales for the year to be 10%. So I'd say yes, we'll expect sales to grow. But again, there will be the margin impact from the engineering and the selling associated with the new product, but...

We'll have the normal...

We have a good year.

Right. We will have the normal seasonality, first half versus second half being a little stronger.

Right.

And my final question regarding Lochinvar is just the international strategy going forward there and then timing of that.

It's moving forward. Like we said, the market in China is not quite ready for the condensing-type products that Lochinvar sells and has, clearly, the chief [ph] position in. But it's coming. There are indications it's coming. And it's been a little slower than we anticipated when we made the acquisition, but clearly, the market is evolving.

And our next question comes from Sam Eisner of Goldman Sachs.

I just want to go back to the SG&A comment on the Rest of World segment. On a dollar basis, how much -- was there a benefit from lower advertising expense this quarter?

This quarter, the advertising spend was pretty similar to the prior year, okay. But as a percent of sales, because we had a 17% increase, it was significantly less as a percent of sales.

All right. And then in regards to Shanghai Water Treatment, is that business, kind of going forward, now fully profitable? I know that -- I think last quarter, you were breakeven or just slightly profitable. So I'm just curious what the expectations are for that. And then looking out to 2015, what is the expected profitability for that business now that you're raising guidance by about 100 basis points?

What we really said, Sam -- and we said it at the end of the year, that when we looked at our full water treatment business last year, it lost about $3 million. And that was primarily amortization of customer lists associated with the acquisition. Then we said earlier this year that we thought it would be about breakeven, and now we're confident it could be nicely above breakeven. So we would anticipate this year, even after the $3 million of amortization, the entire water treatment business will be at $2 million to $3 million P&L benefit. So that's a pretty big swing from the prior year.

And just to add something to that, Sam, the -- we're not trying to maximize the profitability of the water treatment business right now because we are investing in terms of advertising and new products and all the things that are required to drive the growth in that business. And the other point is -- and we don't -- the gross margins of that business are very nice. And so we know that long-term profitability of that business is going to be right in line with the rest of our product lines in China.

Understood. And then as it relates to the 2015 expectations, the 100-basis-point increase, is that all because of the water treatment business? Or are there other kind of benefits in there as well?

No. I think it's just evolved. Certainly, that's a positive, but we've leveraged some of our SG&A as we've gotten larger. And the contribution from the higher volume that we expect next year, we still are comfortable when we look to next year at 2x GDP. So that's 15% or so. So that will, obviously, contribute nicely. So I think it's all of those factors.

Great. And then just lastly, on India, given it's back halfway, and I think, John, you alluded to this in an earlier question, just curious what the expectation is for profitability of that business. I believe for the last few years, it's been breakeven or maybe even slightly down because of current space. So curious how you guys are thinking about that into the back half of this year?

Well, when we said, Sam, at the end of last year, I believe that they lost -- India lost about $5 million in total in 2013. We also said at that time that we expect to lose a similar amount. I think as we look at 2014, we'll probably lose -- we'll probably lose maybe a little bit less but certainly in that $4 million to $5 million range again.

And our next question comes from Matt Summerville of KeyBanc.

A couple of questions. First, on the commercial side of the business in North America, you gave a little bit of granularity in terms of the month of June on the residential side. Can you provide some qualitative or quantitative comment on what you saw in your commercial business in June? And I guess, why -- you're obviously embedding in your guidance only 3% growth in commercial year-to-date. It's, obviously, tracking comfortably north of that. Can you help reconcile that?

Yes. If you look at April and May, I think the industry was up 10% or 11% or something. And we saw similar-type numbers in June. So yes, commercial has been very strong. I mean, anecdotally, when we talk to the people in the field, there's the combination of replacement, repair, remodel, retrofit, and there are some pockets of new construction. So it's all of those things contributing. We're calling for the last half of the year right now to be flat to down a little bit. That's the potential upside. Again, we don't have quite as good as information to forecast that. The architectural index has turned positive a little bit. So time will tell. But you're right, it has been running better than that year-to-date.

And we hope you are right. Second half is stronger.

On the ERP items, is it -- will that be reported through the North American segment? Or will some of that hit corporate? How should we model it?

The majority will go through North America.

Okay. And then just lastly, with respect to China, sort of 2 questions, what's the magnitude of FX headwind that you're encountering in Rest of the World? And how does that compare to how you would have originally thought about it heading in the year? And then is there -- in percentage terms, can you break down, as you sit here, year-to-date in China how much of your revenue is coming from water treatment versus legacy electric versus newer products like gas instantaneous?

Well, what I can say is all of them are up, certainly water treatment and instantaneous, because I mentioned we've gained some market share up there the most. But electric is also up nicely for the quarter and year-to-date. The first part of the question was -- oh, FX. Are you talking on the sales side? Clearly, on the sales side, FX has had a negative for us because when we did the planning for the R&D, we did a 6 05, and it's running at 6 20. So that's a headwind of a couple percent right here. And so we're modeling 6 20 for, I believe, the third quarter; 6 15 for the fourth quarter. They -- the -- from a standpoint of cost, it hasn't been too significant this year because the rupee has appreciated a little bit comparable to R&D. So I mean, we haven't had big headwinds from a cost standpoint. Where we are having some headwinds, quite frankly, and we've talked about it, is Canada purchases. We closed the Fergus plant last year. They're buying from the U.S. The Canadian dollar continues to be weak. So that has had some negative impact on earnings the first half of the year.

And then, John, just maybe one more. Is there any sort of early information you can give us regarding 2015 and the ERP implementation and quarterly cadence or first half, second half cadence of any incremental spend you anticipate next year?

As we look at it, we've said this year, the expense will be about $15 million. And we would guess next year, the expense will be about $15 million also. That will probably be more the first half than the second half. I'd be guessing, but I'd say -- let's say, $10 million, first half; $5 million, second half or so would be my best guess at this point in time. So we expect it to be relatively level year-over-year. So we won't have that headwind that we had this year of the incremental $10 million.

And our next question comes from the line of David Rose of Wedbush Securities.

I think most of mine have been answered, maybe just a couple of small ones. On the water treatment, I don't understand your selling to Turkey. Is that correct? And I'm assuming that's not meaningful, but is that somewhere you're gaining a little bit more traction?

Turkey was actually down. Turkey is kind of C&I market. So it's more project sales. So in the quarter, they were down less than $1 million. That can fluctuate from quarter-to-quarter. So we purchased them, I guess, a year ago, January. Sales were projected to be around $10 million. And I think they'll track pretty close to that, maybe down a little bit below $10 million, but I think it's proceeding okay.

Yes, it's proceeding on track.

Okay, that's helpful. And then are you starting to get any replacement business from your RO membranes?

Yes. When we talked to our people, the consumable numbers for this year are expected to be $3 million to $4 million. So it's starting to come in. As we've talked about, one of the advantages of this product is the main membrane doesn't have to be replaced. The main filter doesn't have to be replaced for almost up to 3 years. But some of the filters get -- other filters -- there is 4 or 5 of them in there, get changed periodically, annually, for example, on a couple of them. So we'll see a little growth in consumables this year, year-over-year. So we're expecting $3 million to $4 million.

Right. And then lastly, you didn't call it Internet sales. Is it something that you're starting to get still more momentum? Can you give us a number?

Yes. Internet sales did extremely well. First half of the year, they're almost $20 million. Last year, the entire year, was about $15 million. So we're expecting that number to at least double year-over-year. And that's a combination of water heating and water treating. So Internet sales are doing extremely well.

And we continue -- we expect that trend to continue out in the future.

And at this time, I'm showing no further questions in the queue. I would like to turn the call back over to management for any further remarks.

Thank you for joining us today. If you have any follow-up questions, please reach out to us, and I'll be happy to spend a little more time with you about the business. And on behalf of the Ajita and John and myself, enjoy your day. Thank you.

Ladies and gentlemen, thank you for your participation on today's conference. This concludes the program. You may now disconnect. Everyone, have a great day.