SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 3030

April 27 , 200 9

Via Facsimile and U.S. Mail

Mr. Terry M. Murphy
Executive Vice President and Chief Financial Officer
A. O. Smith Corporation
11270 West Park Pl ace
 Milwaukee, Wisconsin 53224

 Re: A. O. Smith Corporation
 Form 10 -K for the year ended December 31, 2009
 Filed  February 26, 2010
  Definitive Proxy Statement on Schedule 14A filed March 2, 2010
File No .  1-00475

Dear Mr. Murphy :

We have reviewed  your filing and have the following comments.   Where indicated, we
think yo u should revise your documents  in future filings  in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.  After reviewing this information, we may raise additional c omments.

 Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects .  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Mr. Terry M. Murphy
A. O. Smith Corporation
April 27, 2010
Page 2

 Form 10 -K for the year ended December 31, 2009

Item 7. Management’s Discuss ion and Analysis of Financial Condition and Results of
Operations, page 17

1. In future filings, please revise your MD&A to provide an overview that includes a
balanced, executive -level discussion that identifies the most important themes or other
significan t matters with which management is concerned primarily in evaluating the
company’s financial condition and operating results.  Your overview should discuss
material business opportunities, challenges and risks, such as those presented by known
material tre nds and uncertainties, on which the company’s executives are most focused,
and the actions they are taking in response to them.  For example, we note your
discussion of gross margins and increased commodity costs in your fourth quarter
earnings call on Jan uary 26, 2010.  For further guidance on the content and purpose of the
“Overview,” see Interpretive Release No. 33 -8350 on our website.

Note 1 – Organization and Significant Accounting Policies, page 31

– Earnings per share of common stock, page 36

2. We n ote that you have two classes of stock – Class A Common Stock and Common
Stock.  Please revise this disclosure in future filings to provide a clear description of how
you calculate earnings per share considering your two -class structure.  Refer to FASB
ASC  260-10.

Note 2 – Acquisitions, page 37

3. We note that you acquired an 80% interest in Tianlong Holding Co. Ltd.  Additionally we
note that you in the process of finalizing an appraisal from a third -party which could
affect your purchase price allocation.   Please describe to us the nature and extent of the
role played by the valuation firm in determining the amounts included in your financial
statements. In this regard, we also refer you to the guidance provided in Question 141.02
of the Compliance and Dis closure Interpretations on Securities Act Sections, which can
be found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm, which explains
the circumstances under which a valuation firm would be named and its consent included
in registration sta tements, including those into which you incorporate your Form 10 -K by
reference.

Note 15 – Operations by Segment, page 51

4. We note that your long -lived assets by geographic location include other intangible
assets.   Disclosure of long -lived assets by ge ographic area should present tangible assets

Mr. Terry M. Murphy
A. O. Smith Corporation
April 27, 2010
Page 3

 only and should not include intangibles. Please revise your disclosures in future filings to
comply with paragraph 280 -10-55-23 of the FASB Accounting Standards Codification.
Item 11 – Executive Compensation, p age 56
5. We note your discussion under “Consideration of Risk” on page 15 of your proxy
statement which you incorporate by reference into your Form 10 -K in response to Item
402(s) of Regulation S -K.  Please describe the process you undertook to reach the
conclusion that your compensation policies and practices for your employees are not
reasonably likely to have a material adverse effect on the registrant.
6. We note from your discussion under "Base Salary" on page 21 of your proxy statement
and “Long -Term Incen tive Compensation” on page 23 of your proxy statement that you
incorporate by reference into your Form 10 -K that you target base salaries to the median
of surveyed companies and target the total value of all long -term incentive components to
the median lev el of surveyed companies.  In future filings, please include an analysis of
where actual payments under each element of compensation actually fell within the
targeted range.  If, in future filings, any of your named executive officers are
compensated at le vels that are materially different from the targeted levels of
compensation, please also provide discussion and analysis as to why.  In addition, in your
applicable future filings, please identify the peer companies you use.
7. We note from your discussion un der "Annual Incentive Compensation" on page  22 of the
proxy statement that you incorporate by reference into your Form 10 -K that you have not
disclosed the specific target for Return on Performance Assets to be achieved in order for
your named executive of ficers to earn their respective annual cash incentive payments.
Please provide such disclosure in your future filings, as applicable.  To the extent you
believe that disclosure of such information, on a historical basis, would result in
competitive harm s uch that the information could be excluded under Instruction  4 to
Item 402(b) of Regulation  S-K, please provide us with a detailed explanation supporting
your conclusion.  To the extent that it is appropriate to omit specific targets or
performance objecti ves, you are required to provide appropriate disclosure pursuant to
Instruction 4 to Item  402(b) of Regulation  S-K.  Refer also to Question 118.04 of the
Regulation S -K Compliance and Disclosure Interpretations available on our website at
http://www.sec.gov/divisions/corpfin/guidance/regs -kinterp.htm .  In discussing how
difficult or likely it will be to achieve the target levels or other factors, you should
provide as much detail  as necessary without disclosing information that poses a
reasonable risk of competitive harm.

Definitive Proxy Statement on Schedule 14A filed March 2, 2010
Our Leadership Structure, page 14
8. We note your disclosure in “Our Leadership Structure” in respon se to Item 407(h) of
Regulation S -K.  Please tell us whether the non -management “presiding director” you

Mr. Terry M. Murphy
A. O. Smith Corporation
April 27, 2010
Page 4

 describe in the third paragraph is an “independent director” as Item 407(h) describes. For
example, it appears you have some non -management directors w ho may not be
independent.  Please revise your future filings as appropriate.
  As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your res ponses
to our comments and provides any requested information.  Detailed cover letters greatly facilitate
our review.  Please understand that we may have additional comments after reviewing your
responses to our comments.

 We urge all persons who are resp onsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information investors require for an
informed in vestment decision.  Since the company and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not forec lose the
Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addit ion, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your
filing or in response to our comments on your filing.
You may contact Eric Atallah , Staff Accountant, at (202) 551 -3663 or me at (202) 551 -
3643 if you have questions regarding comments on the financial statements and related matters .
Please contact  Allicia Lam , Staff Attorney, at (202) 551 - 3316 , or Jay Mumford , Reviewing
Attorney , at (202) 551 -3637 if you have questions on any other comments.  In this regard, do not
hesitate to contact me or Martin James, Senior Assistant Chief Accou ntant, at (202) 551 -3671
with any questions.

       Sincerely,

Kevin L. Vaughn
        Accounting Branch Chief