Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

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A. O. SMITH CORPORATION

Date: February 24, 2020

/s/ Ajita G. Rajendra

Ajita G. Rajendra

Executive Chairman of

the Board of Directors

STOCKHOLDER MATTERS

The information included under the headings “Principal Stockholders” and “Security Ownership of Directors and Management” in our definitive Proxy Statement for the 2020 Annual Meeting of Stockholders (to be filed with the SEC under Regulation 14A within 120 days after the end of the registrant’s fiscal year) is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides information about our equity compensation plans as of December 31, 2019.


Plan Category	Number of securities to be issued upon the exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by security holders		3,321,472	(1)	$	37.64	(2)		1,855,560	(3)
Equity compensation plans not approved by security holders		—			—			—

Total		3,321,472		$	37.64			1,855,560

(1)	Consists of 2,728,350 shares subject to stock options, 313,763 shares subject to employee share units and 279,359 shares subject to director share units.

(2)	Represents the weighted average exercise price of outstanding options and does not take into account outstanding share units.

(3)

Represents securities remaining available for issuance under the A. O. Smith Combined Incentive Compensation Plan. If any awards lapse, expire, terminate or are cancelled without issuance of shares, or shares are forfeited under any award, then such shares will become available for issuance under the A. O. Smith Combined Incentive Compensation Plan, hereby increasing the number of securities remaining available.

ITEM

13 – CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information included under the headings “Director Independence and Financial Literacy”, “Compensation Committee Interlocks and Insider Participation” and “Procedure for Review of Related Party Transactions” in our definitive Proxy Statement for the 2020 Annual Meeting of Stockholders (to be filed with the SEC under Regulation 14A within 120 days after the end of the registrant’s fiscal year) is incorporated herein by reference.

ITEM

14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information included under the heading “Report of the Audit Committee” in our definitive Proxy Statement for the 2020 Annual Meeting of Stockholders (to be filed with the SEC under Regulation 14A within 120 days after the end of the registrant’s fiscal year) required by this Item 14 is incorporated herein by reference.

PART IV

ITEM

- EXHIBITS, FINANCIAL STATEMENT SCHEDULES

	(a)	The following documents are filed as part of this Annual Report on Form 10-K:

	1.	Financial Statements of the Company


	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, 2019 and 2018		26

For each of the three years in the period ended December 31, 2019:
- Consolidated Statement of Earnings		27
- Consolidated Statement of Comprehensive Earnings		27
- Consolidated Statement of Cash Flows		28
- Consolidated Statement of Stockholders’ Equity		29

Notes to Consolidated Financial Statements		30 - 56

	2.	Financial Statement Schedules


Schedule II—Valuation and Qualifying Accounts			65

Schedules not included have been omitted because they are not applicable.

	3.	Exhibits - see the Index to Exhibits on pages 64—65 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.

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 SEC, furnish copies to our security holders of any exhibits listed in the Index to Exhibits.

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 Exhibit 3i(b) in 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 Exhibit 3.1 in 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 Exhibit 3i(b) in 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 Exhibit 4.1 in 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, incorporated by reference to Exhibit 4(c) in the annual report on Form 10-K for the fiscal year ended December 31, 2016.

		(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 SEC, upon request, copies of these instruments.

	(10)	Material Contracts

		(a)	A. O. Smith Combined Incentive Compensation Plan, incorporated by reference to Exhibit A of 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 Exhibit 10(b) of 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 Exhibit 10(c) of 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 Exhibit 10(d) of 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 Exhibit 4.5 of 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 Exhibit 10.1 of 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 Exhibit 10 of the quarterly report on Form 10-Q for the quarter ended March 31, 2016.

		(h)	Offer Letter to Ajita G. Rajendra, dated September 20, 2004, incorporated by reference to Exhibit 10.M of the annual report on Form 10-K for the fiscal year ended December 31, 2007.

INDEX TO EXHIBITS (continued)


Exhibit Number		Description

		(i)	Amendment to Offer Letter to Ajita G. Rajendra dated December 10, 2015, incorporated by reference to Exhibit 10(i) of the annual report on Form 10-K for the fiscal year ended December 31, 2015.

		(j)	A. O. Smith Corporation Senior Leadership Severance Plan, incorporated by reference to Exhibit 10.1 of the quarterly report for Form 10-Q for the quarter ended June 30, 2009.

		(k)	Form of A. O. Smith Corporation Special Retention Award Agreement, incorporated by reference to Exhibit 10.1 of the quarterly report on Form 10-Q for the quarter ended March 31, 2011.

		(l)	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 Exhibit 10.3 of the current report on Form 8-K dated December 9, 2008.

		(m)	Summary of Directors’ Compensation incorporated by reference to Exhibit 10.1 of the quarterly report on Form 10-Q for the quarter ended June 30, 2019.

	(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 24, 2020.

	(31.2)		Certification by the Executive Vice-President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated February 24, 2020.

	(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, 2019 are filed herewith, formatted in XBRL (Extensive Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2019 and 2018, (ii) the Consolidated Statement of Earnings for the three years ended December 31, 2019, (iii) the Consolidated Statement of Comprehensive Earnings for the three years ended December 31, 2019, (iv) the Consolidated Statement of Cash Flows for the three years ended December 31, 2019, (v) the Consolidated Statement of Stockholders’ Equity for the three years ended December 31, 2019 and (vi) the Notes to Consolidated Financial Statements.

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February 24, 2020 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
Executive Chairman of the Board of Directors		Ajita G. Rajendra

KEVIN J. WHEELER		/s/ Kevin J. Wheeler
Director		Kevin J. Wheeler
President and Chief Executive Officer

CHARLES T. LAUBER		/s/ Charles T. Lauber
Executive Vice President and Chief Financial Officer		Charles T. Lauber

HELEN E. GURHOLT		/s/ Helen E. Gurholt
Vice President and Controller		Helen E. Gurholt

RONALD D. BROWN		/s/ Ronald D. Brown
Director		Ronald D. Brown

WILLIAM P. GREUBEL		/s/ William P. Greubel
Director		William P. Greubel

PAUL W. JONES		/s/ Paul W. Jones
Director		Paul W. Jones

DR. ILHAM KADRI		/s/ Dr. Ilham Kadri
Director		Dr. 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

A. O. SMITH CORPORATION

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

(Dollars in millions)

Years ended December 31, 2019, 2018 and 2017


Description	Balance at Beginning of Year		Charged to Costs and Expenses		Acquisition of Businesses		Deductions			Balance at End of Year
2019:
Valuation allowance for trade and notes receivable	$	6.4	$	0.3	$	—	$	(0.1	)	$	6.6
Valuation allowance for deferred tax assets		13.1		—		—		(1.2	)		11.9
2018:
Valuation allowance for trade and notes receivable	$	5.3	$	1.5	$	—	$	(0.4	)	$	6.4
Valuation allowance for deferred tax assets		15.0		—		—		(1.9	)		13.1
2017:
Valuation allowance for trade and notes receivable	$	6.3	$	—	$	0.2	$	(1.2	)	$	5.3
Valuation allowance for deferred tax assets		13.1		1.9		—		—			15.0

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