SMITH A O CORP — Director's Dealing 2011

Feb 3, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2010-12-31

Reporting Person: SMITH BRUCE M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-27	Common Stock	G	670	—	Disposed	19596	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3973	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0		Common Stock (0)	18311	Direct
Class A Common Stock	$0		Common Stock (0)	117162	Indirect

Footnotes

F1: On November 15, 2010, the common stock of A. O. Smith Corporation split 3-for-2, resulting in the reporting person's ownership of 1,324 additional shares of common stock.

F2: Shares deferred under the A. O. Smith Corporation Directors' Deferred Compensation Plan.

F3: On November 15, 2010, the common stock of A. O. Smith Corporation split 3-for-2, resulting in the reporting person's beneficial ownership of 6,755 additional shares of common stock.

F4: The reporting person beneficially owns these shares as settlor of a revocable family trust.

F5: The Plan permits the participant/receipient to defer receipt of the award, and Mr. Smith has made a deferral.

F6: On November 15, 2010, the common stock of A. O. Smith Corporation split 3-for 2, resulting in 6,032 additional shares of Phantom Stock. The Phantom Stock receives a quarterly dividend. The total amount of the dividends received in 2010 was 215 shares of Phantom Stock.

F7: 1 for 1

F8: Convertible at any time.

F9: None.

F10: On November 15, 2010, the common stock of A. O. Smith Corporation split 3-for-2, resulting in the reporting person's beneficial ownership of 39,054 additional shares of Class A Common Stock.