Item 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

(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. EQ Shareowner Services, P.O. Box 64874, St. Paul, Minnesota, 55164-0874 serves as the registrar, stock transfer agent and the dividend reinvestment agent for our Common Stock and Class A Common Stock.

(b)

Holders. As of January 31, 2019, the approximate number of stockholders of record of Common Stock and Class A Common Stock were 613 and 171, respectively. The actual number of stockholders is greater than this number of holders of record, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of stockholders of record also does not include stockholders whose shares may be held in trust by other entities.

(c)	Dividends. Dividends declared on the common stock are shown in Note 17 of Notes to Consolidated Financial Statements appearing elsewhere herein.

(d)

Stock Repurchases. In the second quarter of 2018, our Board of Directors authorized adding 2,500,000 shares of Common Stock an existing discretionary share repurchase authority. In the fourth quarter of 2018, our Board of Directors authorized adding an additional 5,000,000 shares of Common Stock the existing discretionary share repurchase authority. Under the share repurchase program, we may purchase the Common Stock 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 purchases will depend on a number of factors, including share price, trading volume and general market conditions, as well as 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 2018, we repurchased 3,797,800 shares at an average price of $53.34 per share and at a total cost of $202.6 million. As of December 31, 2018, there were 6,075,253 shares remaining on the existing repurchase authorization.

The following table sets forth the number of shares of common stock we repurchased during the fourth quarter of 2018:


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, 2018		276,300	$	48.75		276,300		7,881,253
November 1 – November 30, 2018		1,257,200		46.53		1,257,200		6,624,053
December 1 – December 31, 2018		548,800		45.09		548,800		6,075,253

(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.

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) 500 Index, S&P 500 Select Industrials Index, which are published indices.

Comparison of Five-Year Cumulative Total Return

From December 31, 2013 to December 31, 2018

Assumes $100 Invested with Reinvestment of Dividends

LOGO


	Base Period		Indexed Returns
Company/Index	12/31/13		12/31/14		12/31/15		12/31/16		12/31/17		12/31/18
A. O. Smith Corporation		100.0		105.9		145.4		181.8		237.7		167.9
S&P 500 Index		100.0		113.7		115.3		129.0		157.2		150.3
S&P 500 Select Industrial Index		100.0		110.7		106.1		127.4		158.1		137.1

Previous: Item 4. MINE SAFETY DISCLOSURES · Next: Item 6. SELECTED FINANCIAL DATA

Item 5. - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Item 5. - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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