SMITH A O CORP — Director's Dealing 2012

May 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-05-01

Reporting Person: KITA JOHN J (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock	M	5700	$19.467	Acquired	25944	Direct
2012-05-01	Common Stock	M	7650	$25.837	Acquired	33594	Direct
2012-05-01	Common Stock	S	50	$48.32	Disposed	33544	Direct
2012-05-01	Common Stock	S	200	$48.3201	Disposed	33344	Direct
2012-05-01	Common Stock	S	1100	$48.33	Disposed	32244	Direct
2012-05-01	Common Stock	S	100	$48.3301	Disposed	32144	Direct
2012-05-01	Common Stock	S	400	$48.341	Disposed	31744	Direct
2012-05-01	Common Stock	S	400	$48.345	Disposed	31344	Direct
2012-05-01	Common Stock	S	800	$48.35	Disposed	30544	Direct
2012-05-01	Common Stock	S	300	$48.351	Disposed	30244	Direct
2012-05-01	Common Stock	S	1000	$48.355	Disposed	29244	Direct
2012-05-01	Common Stock	S	300	$48.36	Disposed	28944	Direct
2012-05-01	Common Stock	S	100	$48.37	Disposed	28844	Direct
2012-05-01	Common Stock	S	1900	$48.38	Disposed	26944	Direct
2012-05-01	Common Stock	S	112	$48.39	Disposed	26832	Direct
2012-05-01	Common Stock	S	400	$48.40	Disposed	26432	Direct
2012-05-01	Common Stock	S	500	$48.41	Disposed	25932	Direct
2012-05-01	Common Stock	S	200	$48.415	Disposed	25732	Direct
2012-05-01	Common Stock	S	100	$48.42	Disposed	25632	Direct
2012-05-01	Common Stock	S	100	$48.43	Disposed	25532	Direct
2012-05-01	Common Stock	S	200	$48.48	Disposed	25332	Direct
2012-05-01	Common Stock	S	100	$48.50	Disposed	25232	Direct
2012-05-01	Common Stock	S	300	$48.53	Disposed	24932	Direct
2012-05-01	Common Stock	S	700	$48.58	Disposed	24232	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Employee Stock Options (Right to Buy)	$19.467	M	5700	Disposed	2015-10-11	Common Stock (5700)	Direct
2012-05-01	Employee Stock Options (Right to Buy)	$25.837	M	7650	Disposed	2017-02-09	Common Stock (7650)	Direct

Footnotes

F1: The employee stock option were granted on 10/11/2005, under the A. O. Smith Combined Executive Incentive Compensation Plan, a transaction exempt under rule 16b-3.

F2: The employee stock options were granted on 02/09/2007, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3.