filings.toolsItem 5. - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Item 5. - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
On September 7, 2016, our Board of Directors declared a two-for-one stock split of our Class A Common Stock and Common Stock (including treasury shares) in the form of a 100 percent stock dividend to stockholders of record on September 21, 2016 and payable on October 5, 2016. All references in this Item 5 to numbers of A. O. Smith Corporation shares or price per share have been adjusted to reflect the split.
| (a) | Market Information. Our Common Stock is listed on the New York Stock Exchange under the symbol AOS. Our Class A Common Stock is not listed. Wells Fargo Shareowner Services, N.A., P.O. Box 64854, St. Paul, Minnesota, 55164-0854 serves as the registrar, stock transfer agent and the dividend reinvestment agent for our Common Stock and Class A Common Stock. |
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Quarterly Common Stock Price Range
| 2016 | 1st Qtr. | 2nd Qtr. | 3rd Qtr. | 4th Qtr. | ||||||||||||
| High | $ | 38.71 | $ | 44.06 | $ | 49.70 | $ | 51.49 | ||||||||
| Low | 30.15 | 37.61 | 42.88 | 43.66 | ||||||||||||
| 2015 | 1st Qtr. | 2nd Qtr. | 3rd Qtr. | 4th Qtr. | ||||||||||||
| High | $ | 32.99 | $ | 37.20 | $ | 38.72 | $ | 40.58 | ||||||||
| Low | 26.75 | 31.76 | 25.05 | 32.12 |
| (b) | Holders. As of January 31, 2017, the approximate number of stockholders of record of Common Stock and Class A Common Stock were 640 and 180, respectively. |
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| (c) | Dividends. Dividends declared on the common stock are shown in Note 15 of Notes to Consolidated Financial Statements appearing elsewhere herein. |
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| (d) | Stock Repurchases. In 2015, our Board of Directors authorized the purchase of an additional 4,000,000 shares of our Common Stock. In 2016, our Board of Directors authorized the purchase of an additional 3,000,000 shares of our Common Stock. Under the share repurchase program, our Common Stock may be purchased through a combination of Rule 10b5-1 automatic trading plan and discretionary purchases in accordance with applicable securities laws. The number of shares purchased and the timing of the purchase will depend on a number of factors, including share price, trading volume and general market conditions, as well as on working capital requirements, general business conditions and other factors, including alternative investment opportunities. The stock repurchase authorization remains effective until terminated by our Board of Directors which may occur at any time, subject to the parameters of any Rule 10b5-1 automatic trading plan that we may then have in effect. In 2016, we repurchased 3,273,109 shares at an average price of $41.30 per share and at a total cost of $135.2 million. As of December 31, 2016, there were 4,906,403 shares remaining on the existing repurchase authorization. |
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The following table sets forth the number of shares of common stock we repurchased during the fourth quarter of 2016:
ISSUER PURCHASES OF EQUITY SECURITIES
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that may yet be Purchased Under the Plans or Programs | ||||||||||||
| October 1 – October 31, 2016 | 236,150 | $ | 49.15 | 236,150 | 5,396,408 | |||||||||||
| November 1 – November 30, 2016 | 249,008 | 46.37 | 249,008 | 5,147,400 | ||||||||||||
| December 1 – December 31, 2016 | 240,997 | 49.24 | 240,997 | 4,906,403 |
| (e) | Performance Graph. The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into such a filing. |
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Table of Contents
The graph below shows a five-year comparison of the cumulative shareholder return on our Common Stock with the cumulative total return of the Standard & Poor’s (S&P) Mid Cap 400 Index and the Russell 1000 Index, both of which are published indices.
Comparison of Five-Year Cumulative Total Return
From December 31, 2011 to December 31, 2016
Assumes $100 Invested with Reinvestment of Dividends
| Base Period | Indexed Returns | |||||||||||||||||||||||
| Company/Index | 12/31/11 | 12/31/12 | 12/31/13 | 12/31/14 | 12/31/15 | 12/31/16 | ||||||||||||||||||
| A. O. Smith Corporation | 100.0 | 159.5 | 275.8 | 292.0 | 401.0 | 501.4 | ||||||||||||||||||
| S&P Mid Cap 400 Index | 100.0 | 117.9 | 157.4 | 172.8 | 169.0 | 204.1 | ||||||||||||||||||
| Russell 1000 Index | 100.0 | 116.4 | 155.0 | 175.4 | 177.0 | 198.4 |
Table of Contents
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