SMITH A O CORP — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2012-01-31

Reporting Person: RETTLER STEVE W (Senior Vice President - CD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	M	5700	$19.467	Acquired	21957	Direct
2012-01-31	Common Stock	M	7650	$25.837	Acquired	29607	Direct
2012-01-31	Common Stock	S	600	$42.25	Disposed	29007	Direct
2012-01-31	Common Stock	S	500	$42.26	Disposed	28507	Direct
2012-01-31	Common Stock	S	300	$42.27	Disposed	28207	Direct
2012-01-31	Common Stock	S	400	$42.28	Disposed	27807	Direct
2012-01-31	Common Stock	S	300	$42.29	Disposed	27507	Direct
2012-01-31	Common Stock	S	645	$42.30	Disposed	26862	Direct
2012-01-31	Common Stock	S	1000	$42.31	Disposed	25862	Direct
2012-01-31	Common Stock	S	500	$42.32	Disposed	25362	Direct
2012-01-31	Common Stock	S	200	$42.33	Disposed	25162	Direct
2012-01-31	Common Stock	S	400	$42.34	Disposed	24762	Direct
2012-01-31	Common Stock	S	100	$42.345	Disposed	24662	Direct
2012-01-31	Common Stock	S	1300	$42.35	Disposed	23362	Direct
2012-01-31	Common Stock	S	900	$42.36	Disposed	22462	Direct
2012-01-31	Common Stock	S	100	$42.365	Disposed	22362	Direct
2012-01-31	Common Stock	S	95	$42.37	Disposed	22267	Direct
2012-01-31	Common Stock	S	300	$42.38	Disposed	21967	Direct
2012-01-31	Common Stock	S	300	$42.39	Disposed	21667	Direct
2012-01-31	Common Stock	S	1600	$42.40	Disposed	20067	Direct
2012-01-31	Common Stock	S	200	$42.41	Disposed	19867	Direct
2012-01-31	Common Stock	S	100	$42.42	Disposed	19767	Direct
2012-01-31	Common Stock	S	200	$42.43	Disposed	19567	Direct
2012-01-31	Common Stock	S	500	$42.44	Disposed	19067	Direct
2012-01-31	Common Stock	S	200	$42.45	Disposed	18867	Direct
2012-01-31	Common Stock	S	305	$42.50	Disposed	18562	Direct
2012-01-31	Common Stock	S	200	$42.51	Disposed	18362	Direct
2012-01-31	Common Stock	S	200	$42.52	Disposed	18162	Direct
2012-01-31	Common Stock	S	200	$42.53	Disposed	17962	Direct
2012-01-31	Common Stock	S	200	$42.65	Disposed	17762	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Employee Stock Options (Right to Buy)	$19.467	M	5700	Disposed	2015-10-11	Common Stock (5700)	Direct
2012-01-31	Employee Stock Options (Right to Buy)	$25.837	M	7650	Disposed	2017-02-09	Common Stock (7650)	Direct

Footnotes

F1: The employee stock options 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.