SMITH A O CORP — Director's Dealing 2014

Jan 8, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2013-12-31

Reporting Person: BEDNAR RANDALL S (Senior Vice President - CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-22	Common Stock	G	1200	—	Disposed	38454	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$0		Common Stock (0)	75600	Direct
Restricted Stock Units	$0		Common Stock (0)	8600	Direct

Footnotes

F1: Gift

F2: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 19,827 additional shares of Common Stock.

F3: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 37,800 additional Employee Stock Options.

F4: On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for1, resulting in the reporting person's ownership of 4,300 additional Restricted Stock Units.