(a)The following documents are filed as part of this Annual Report on Form 10-K:
1.Financial Statements of the Company
2.Financial Statement Schedules
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(p) 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
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| Exhibit Number | | | Description | | | | | |
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| (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. | | |
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| (3)(ii) | | | | | | By-laws of A. O. Smith Corporation as amended October 10, 2019, incorporated by reference to Exhibit 3.1 in the current report on Form 8-K dated October 16, 2019. | | |
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| (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. | | |
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| | | (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. | | |
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| | | (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. | | |
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| | | (d) | | | Amendment No. 2 dated as of April 1, 2021, 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 10.1 in the quarterly report on Form 10-Q for the quarter ended March 31, 2021. | | |
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| | | (e) | | | Amendment No. 3 dated as of May 1, 2023, 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 10.1 in the quarterly report on Form 10-Q for the quarter ended September 30, 2023. | | |
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| | | (f) | | | 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. | | |
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| (10) | | | Material Contracts | | | | | |
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| | | (a) | | | A. O. Smith Combined Incentive Compensation Plan, incorporated by reference to Exhibit A of the Proxy Statement filed on March 6, 2020 for the 2020 Annual Meeting of Stockholders. | | |
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| | | (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. | | |
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| | | (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. | | |
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| | | (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. | | |
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| | | (e) | | | 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 (for grants between February 2012 and January 2016). | | |
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| | | (f) | | | 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 (for grants between February 2016 and January 2021). | | |
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| | | (g) | | | A.O. Smith Corporation Executive Incentive Compensation Award Agreement, incorporated by reference to Exhibit 10(h) of the annual report on Form 10-K for the fiscal year ended December 31, 2020 (for grants between February 2021 and January 2022). | | |
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| Exhibit Number | | | Description | | | | | |
| | | (h) | | | A.O. Smith Corporation Executive Incentive Compensation Award Agreement (International), incorporated by reference to Exhibit 10(i) of the annual report on Form 10-K for the fiscal year ended December 31, 2020 (for grants between February 2021 and January 2022). | | |
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| | | (i) | | | A.O. Smith Corporation Executive Incentive Compensation Award Agreement incorporated by reference to exhibit 10(i) of the annual report on Form 10-K for the fiscal year ended December 31, 2021 (for grants between February 2022 and January 2023). | | |
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| | | (j) | | | A.O. Smith Corporation Executive Incentive Compensation Award Agreement incorporated by reference to exhibit 10(j) of the annual report on Form 10-K for the fiscal year ended December 31, 2021 (International) (for grants between February 2022 and January 2023). | | |
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| | | (k) | | | A. O. Smith Corporation Executive Incentive Compensation Award Agreement (Acceptance Certificates and Terms and Conditions) incorporated by reference to exhibit 10(k) of the annual report on Form 10-K for the fiscal year ended December 31, 2022 (for grants after February 2023). | | |
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| | | (l) | | | 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. | | |
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| | | (m) | | | 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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| | | (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 Exhibit 10.3 of the current report on Form 8-K dated December 9, 2008. | | |
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| | | (o) | | | 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, 2021. | | |
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| | | (p) | | | Recoupment Policy for Incentive Compensation dated October 9, 2023 (“Clawback”). | | |
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| (21) | | | | | | Subsidiaries. | | |
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| (23) | | | | | | Consent of Independent Registered Public Accounting Firm. | | |
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| (31.1) | | | | | | Certification by the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated February 13, 2024. | | |
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| (31.2) | | | | | | Certification by the Executive Vice-President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated February 13, 2024. | | |
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| (32.1) | | | | | | Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. | | |
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| (32.2) | | | | | | Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. | | |
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| (101) | | | | | | The following materials from A. O. Smith Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are filed herewith, formatted in XBRL (Extensive Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2023 and 2022, (ii) the Consolidated Statement of Earnings for the three years ended December 31, 2023, (iii) the Consolidated Statement of Comprehensive Earnings for the three years ended December 31, 2023, (iv) the Consolidated Statement of Cash Flows for the three years ended December 31, 2023, (v) the Consolidated Statement of Stockholders’ Equity for the three years ended December 31, 2023 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.
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| | | A. O. SMITH CORPORATION | | | | | | | | |
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| Date: February 13, 2024 | | | 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 13, 2024 by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Name and Title | | | | | | Signature | | |
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| KEVIN J. WHEELER | | | | | | /s/ Kevin J. Wheeler | | |
| Director | | | | | | Kevin J. Wheeler | | |
| Chairman, President and Chief Executive Officer | | | | | | | | |
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| CHARLES T. LAUBER | | | | | | /s/ Charles T. Lauber | | |
| Executive Vice President and Chief Financial Officer | | | | | | Charles T. Lauber | | |
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| BENJAMIN A. OTCHERE | | | | | | /s/ Benjamin A. Otchere | | |
| Vice President and Controller | | | | | | Benjamin A. Otchere | | |
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| RONALD D. BROWN | | | | | | /s/ Ronald D. Brown | | |
| Director | | | | | | Ronald D. Brown | | |
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| VICTORIA M. HOLT | | | | | | /s/ Victoria M. Holt | | |
| Director | | | | | | Victoria M. Holt | | |
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| DR. ILHAM KADRI | | | | | | /s/ Dr. Ilham Kadri | | |
| Director | | | | | | Dr. Ilham Kadri | | |
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| MICHAEL M. LARSEN | | | | | | /s/ Michael M. Larsen | | |
| Director | | | | | | Michael M. Larsen | | |
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| CHRISTOPHER L. MAPES | | | | | | /s/ Christopher L. Mapes | | |
| Director | | | | | | Christopher L. Mapes | | |
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| AJITA G. RAJENDRA | | | | | | /s/ Ajita G. Rajendra | | |
| Director | | | | | | Ajita G. Rajendra | | |
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| MARK D. SMITH | | | | | | /s/ Mark D. Smith | | |
| Director | | | | | | Mark D. Smith | | |
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| IDELLE K. WOLF | | | | | | /s/ Idelle K. Wolf | | |
| Director | | | | | | Idelle K. Wolf | | |
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A. O. SMITH CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in millions)
Years ended December 31, 2023, 2022 and 2021
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| Description | | | Balance at Beginning of Year | | | | | | Charged to Costs and Expenses | | | | | | Acquisition of Businesses | | | | | | Deductions | | | | | | Balance at End of Year | | |
| 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance for trade and notes receivable | | | $ | 9.5 | | | | | $ | 1.1 | | | | | $ | — | | | | | $ | (0.5) | | | | | $ | 10.1 | |
| Valuation allowance for deferred tax assets | | | 8.3 | | | | | | 3.4 | | | | | | — | | | | | | — | | | | | | 11.7 | | |
| 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance for trade and notes receivable | | | $ | 9.5 | | | | | $ | 0.6 | | | | | $ | — | | | | | $ | (0.6) | | | | | $ | 9.5 | |
| Valuation allowance for deferred tax assets | | | 7.1 | | | | | | 1.2 | | | | | | — | | | | | | — | | | | | | 8.3 | | |
| 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation allowance for trade and notes receivable | | | $ | 5.6 | | | | | $ | 4.2 | | | | | $ | 0.8 | | | | | $ | (1.1) | | | | | $ | 9.5 | |
| Valuation allowance for deferred tax assets | | | 13.0 | | | | | | — | | | | | | — | | | | | | (5.9) | | | | | | 7.1 | | |
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