Item 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:

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, 2020 and 2019			30

For each of the three years in the period ended December 31, 2020:
‑ Consolidated Statement of Earnings			31
‑ Consolidated Statement of Comprehensive Earnings			31
‑ Consolidated Statement of Cash Flows			32
‑ Consolidated Statement of Stockholders’ Equity			33

Notes to Consolidated Financial Statements			34-57

2.Financial Statement Schedules


Schedule II—Valuation and Qualifying Accounts			66

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

3.Exhibits - see the Index to Exhibits on pages 62-63 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.

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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 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)	A.O. Smith Corporation Executive Incentive Compensation Award Agreement

	(i)	A.O. Smith Corporation Executive Incentive Compensation Award Agreement (International)

	(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.

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Exhibit Number	Description
	(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 12, 2021.

(31.2)		Certification by the Executive Vice-President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated February 12, 2021.

(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, 2020 are filed herewith, formatted in XBRL (Extensive Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2020 and 2019, (ii) the Consolidated Statement of Earnings for the three years ended December 31, 2020, (iii) the Consolidated Statement of Comprehensive Earnings for the three years ended December 31, 2020, (iv) the Consolidated Statement of Cash Flows for the three years ended December 31, 2020, (v) the Consolidated Statement of Stockholders’ Equity for the three years ended December 31, 2020 and (vi) the Notes to Consolidated Financial Statements.

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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 12, 2021	By:	/s/ Kevin J. Wheeler
		Kevin J. Wheeler Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February 12, 2021 by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Name and Title						Signature


KEVIN J. WHEELER						/s/ Kevin J. Wheeler
Director						Kevin J. Wheeler
Chairman, 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

AJITA G. RAJENDRA						/s/ Ajita G. Rajendra
Director						Ajita G. Rajendra

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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A. O. SMITH CORPORATION

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(Dollars in millions)

Years ended December 31, 2020, 2019 and 2018


Description	Balance at Beginning of Year		Charged to Costs and Expenses		Acquisition of Businesses		Deductions		Balance at End of Year
2020:
Valuation allowance for trade and notes receivable	$	6.6	$	0.8	$	—	$	(1.8)	$	5.6
Valuation allowance for deferred tax assets	11.9		1.1		—		—		13.0
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

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