filings.toolsItem 15. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Item 15. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | The following documents are filed as part of this Annual Report on Form 10-K: |
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| 1. | Financial Statements of the Company |
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| Form 10-K Page Number | ||||
| The following consolidated financial statements of A. O. Smith Corporation are included in Item 8: | ||||
| Consolidated Balance Sheets at December 31, 2016 and 2015 | 25 | |||
| For each of the three years in the period ended December 31, 2016: | ||||
| - Consolidated Statement of Earnings | 26 | |||
| - Consolidated Statement of Comprehensive Earnings | 26 | |||
| - Consolidated Statement of Cash Flows | 27 | |||
| - Consolidated Statement of Stockholders’ Equity | 28 | |||
| Notes to Consolidated Financial Statements | 29 - 54 |
| 2. | Financial Statement Schedules |
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| Schedule II - Valuation and Qualifying Accounts | 63 |
Schedules not included have been omitted because they are not applicable.
| 3. | Exhibits - see the Index to Exhibits on pages 60 - 62 of this report. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this report on Form 10-K are listed as Exhibits 10(a) through 10(m) in the Index to Exhibits. |
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Pursuant to the requirements of Rule 14a-3(b)(10) of the Securities Exchange Act of 1934, as amended, we will, upon request and upon payment of a reasonable fee not to exceed the rate at which such copies are available from the Securities and Exchange Commission, furnish copies to our security holders of any exhibits listed in the Index to Exhibits.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized.
| A. O. SMITH CORPORATION | ||||||
| Date: February 17, 2017 | By: | /s/ Ajita G. Rajendra | ||||
| Ajita G. Rajendra | ||||||
| Executive Chairman of the Board of Directors |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February 17, 2017 by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name and Title | Signature | |||
| AJITA G. RAJENDRA | /s/ Ajita G. Rajendra | |||
| Chairman of the Board, President and Chief Executive Officer | Ajita G. Rajendra | |||
| JOHN J. KITA | /s/ John J. Kita | |||
| Executive Vice President and Chief Financial Officer | John J. Kita | |||
| DANIEL L. KEMPKEN | /s/ Daniel L. Kempken | |||
| Vice President and Controller | Daniel L. Kempken | |||
| RONALD D. BROWN | /s/ Ronald D. Brown | |||
| Director | Ronald D. Brown | |||
| GLOSTER B. CURRENT, Jr. | /s/ Gloster B. Current, Jr. | |||
| Director | Gloster B. Current, Jr. | |||
| WILLIAM P. GREUBEL | /s/ William P. Greubel | |||
| Director | William P. Greubel | |||
| PAUL W. JONES | /s/ Paul W. Jones | |||
| Director | Paul W. Jones | |||
| ILHAM KADRI | /s/ Ilham Kadri | |||
| Director | Ilham Kadri | |||
| BRUCE M. SMITH | /s/ Bruce M. Smith | |||
| Director | Bruce M. Smith | |||
| MARK D. SMITH | /s/ Mark D. Smith | |||
| Director | Mark D. Smith | |||
| IDELLE K. WOLF | /s/ Idelle K. Wolf | |||
| Director | Idelle K. Wolf | |||
| GENE C. WULF | /s/ Gene C. Wulf | |||
| Director | Gene C. Wulf |
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INDEX TO EXHIBITS
| Exhibit Number | Description | |||
| (3)(i) | Restated Certificate of Incorporation of A. O. Smith Corporation as amended through April 11, 2016, incorporated by reference to the quarterly report on Form 10-Q for the quarter ended March 31, 2016. | |||
| (3)(ii) | By-laws of A. O. Smith Corporation as amended October 13, 2015, incorporated by reference to the current report on Form 8-K dated October 16, 2015. | |||
| (4) | (a) | Restated Certificate of Incorporation of A. O. Smith Corporation as amended through April 11, 2016, incorporated by reference to the quarterly report on Form 10-Q for the quarter ended March 31, 2016. | ||
| (b) | Amended and Restated Credit Agreement, dated as of December 12, 2012, among A. O. Smith Corporation, A. O Smith Enterprises Ltd., A. O. Smith International Holdings B.V., and the financial institutions and agents party thereto, incorporated by reference to the current report on Form 8-K dated December 12, 2012. | |||
| (c) | Amendment No. 1 dated as of December 15, 2016, to the Amended and Restated Credit Agreement, dated as of December 12, 2012, among A. O. Smith Corporation, A. O Smith Enterprises Ltd., A. O. Smith International Holdings B.V., and the financial institutions and agents party thereto. | |||
| (d) | The corporation has instruments that define the rights of holders of long-term debt that are not being filed with this Registration Statement in reliance upon Item 601(b)(4)(iii) of Regulation S-K. The Registrant agrees to furnish to the Securities and Exchange Commission, upon request, copies of these instruments. | |||
| (10) | Material Contracts | |||
| (a) | A. O. Smith Combined Incentive Compensation Plan, incorporated by reference as Exhibit A to the Proxy Statement filed on March 5, 2012 for the 2012 Annual Meeting of Stockholders. | |||
| (b) | A. O. Smith Corporation Executive Life Insurance Plan, as amended January 1, 2009, incorporated by reference to the annual report on Form 10-K for the fiscal year ended December 31, 2008. | |||
| (c) | A. O. Smith Nonqualified Deferred Compensation Plan, adopted December 1, 2008, incorporated by reference to the annual report on Form 10-K for the fiscal year ended December 31, 2008. | |||
| (d) | A. O. Smith Corporation Executive Supplemental Pension Plan, as amended January 1, 2009, incorporated by reference to the annual report on Form 10-K for the fiscal year ended December 31, 2008. | |||
| (e) | A. O. Smith Corporation Executive Incentive Compensation Award Agreement, incorporated by reference to the Form S-8 Registration Statement filed by the corporation on July 30, 2007 (Reg. No. 333-144950). | |||
| (f) | A. O. Smith Corporation Executive Incentive Compensation Award Agreement, incorporated by reference to the quarterly report on Form 10-Q for the quarter ended March 31, 2012. | |||
| (g) | A.O. Smith Corporation Executive Incentive Compensation Award Agreement, incorporated by reference to the quarterly report on Form 10-Q for the quarter ended March 31, 2016. | |||
| (h) | Offer Letter to Paul W. Jones, dated December 9, 2003, incorporated by reference to the annual report on Form 10-K for the fiscal year ended December 31, 2007. | |||
| (i) | Offer Letter to Ajita G. Rajendra, dated September 20, 2004, incorporated by reference to the annual report on Form 10-K for the fiscal year ended December 31, 2007. | |||
| (j) | Amendment to Offer Letter to Ajita G. Rajendra dated December 10, 2015, incorporated by reference to the annual report on Form 10-K for the fiscal year ended December 31, 2015. |
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INDEX TO EXHIBITS (continued)
| Exhibit Number | Description | |||
| (k) | Summary of Directors’ Compensation incorporated by reference to the quarterly report on Form 10-Q for the quarter ended June 30, 2015. | |||
| (l) | A. O. Smith Corporation Senior Leadership Severance Plan, incorporated by Reference to the quarterly report for Form 10-Q for the quarter ended June 30, 2009. | |||
| (m) | Form of A. O. Smith Corporation Special Retention Award Agreement, incorporated by reference to the quarterly report on Form 10-Q for the quarter ended March 31, 2011. | |||
| (n) | Stockholder Agreement dated as of December 9, 2008, between A. O. Smith Corporation and each Smith Investment Company stockholder who becomes a signatory thereto, incorporated by reference to the current report on Form 8-K dated December 9, 2008. | |||
| (21) | Subsidiaries. | |||
| (23) | Consent of Independent Registered Public Accounting Firm. | |||
| (31.1) | Certification by the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated February 17, 2017. | |||
| (31.2) | Certification by the Executive Vice-President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated February 17, 2017. | |||
| (32.1) | Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. | |||
| (32.2) | Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. | |||
| (101) | The following materials from A. O. Smith Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 are filed herewith, formatted in XBRL (Extensive Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2016 and 2015, (ii) the Consolidated Statement of Earnings for the three years ended December 31, 2016, (iii) the Consolidated Statement of Comprehensive Earnings for the three years ended December 31, 2016, (iv) the Consolidated Statement of Cash Flows for the three years ended December 31, 2016, (v) the Consolidated Statement of Stockholders’ Equity for the three years ended December 31, 2016 and (vi) the Notes to Consolidated Financial Statements. |
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A. O. SMITH CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in millions)
Years ended December 31, 2016, 2015 and 2014
| Description | Balance at Beginning of Year | Charged to Costs and Expenses | Acquisition of Businesses | Deductions | Balance at End of Year | |||||||||||||||
| 2016: | ||||||||||||||||||||
| Valuation allowance for trade and notes receivable | $ | 6.0 | $ | 1.1 | $ | 0.2 | $ | (1.0 | ) | $ | 6.3 | |||||||||
| Valuation allowance for deferred tax assets | 11.0 | 2.1 | — | — | 13.1 | |||||||||||||||
| 2015: | ||||||||||||||||||||
| Valuation allowance for trade and notes receivable | $ | 3.7 | $ | 2.6 | — | $ | (0.3 | ) | $ | 6.0 | ||||||||||
| Valuation allowance for deferred tax assets | 9.8 | 1.4 | — | (0.2 | ) | 11.0 | ||||||||||||||
| 2014: | ||||||||||||||||||||
| Valuation allowance for trade and notes receivable | 2.8 | 1.4 | — | (0.5 | ) | 3.7 | ||||||||||||||
| Valuation allowance for deferred tax assets | 9.6 | 1.0 | — | (0.8 | ) | 9.8 |
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