SMITH A O CORP — Director's Dealing 2012

Jan 20, 2012

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
2011-02-03	Common Stock	G	221	—	Acquired	19818	Indirect
2011-02-03	Common Stock	G	113	—	Acquired	19931	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-03	Class A Common Stock	$0	G	1729	Acquired		Common Stock (1729)	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)	20750	Direct

Footnotes

F1: Shares deferred under the A. O. Smith Corporation Directors' Deferred Compensation Plan.

F2: The reporting person beneficially owns these shares as settlor of a revocable family trust.

F3: The Plan permits the participant/receipient to defer receipt of the award, and Mr. Smith has made a deferral.

F4: The Phantom Stock receives a quarterly dividend. The total amount of the dividends received was 248 shares of Phantom Stock.

F5: 1 for 1

F6: Convertible at any time.

F7: None.

F8: Gift