SecProbe.io

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 April 30, 2026

Charles Lauber
Chief Financial Officer
A.O. Smith Corporation
11270 West Park Place
Milwaukee, Wisconsin 53224

 Re: A.O. Smith Corporation
 Form 10-K for the year ended December 31, 2025
 File No. 001-00475
Dear Charles Lauber:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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 Document April 29, 2026 VIA EDGAR Mr. Charles Eastman Ms. Melissa Gilmore Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re:    A. O. Smith Corporation Form 10-K for Fiscal Year Ended December 31, 2025 Filed February 10, 2026 File No. 001-00475 Dear Mr. Eastman and Ms. Gilmore: This letter is in response to the letter dated April, 21, 2026, from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), relating to the above-referenced Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”). The Staff's comment is set forth below in bold, followed by the Company's response to the comment. Please note that the “Company,” “A. O. Smith,” “we,” “us,” and “our” refer to A. O. Smith and its consolidated subsidiaries, and unless the context otherwise requires, all references to page numbers correspond to the pages in the Form 10-K. All terms used but not defined herein have the meanings assigned to such terms in the Form 10-K. Form 10-K for Fiscal Year Ended December 31, 2025 Income Taxes, page 50 1. Your MD&A attributes the 2025 effective tax rate change to reduced U.S. cross-border taxes, yet your rate reconciliation lacks a corresponding category. Additionally, you cite a “one-time tax adjustment” from a tax law change as a cash flow benefit, but this is not separately identified in your reconciliation as required by ASC 740-10-50-12A(a). Please tell us and disclose in future filings the details of the specific tax law change. Also, clarify how these items are currently reflected in your reconciliation and why they do not warrant separate presentation. Company Response: We respectfully acknowledge the Staff's comment and are providing additional details and references to identify the materiality considerations that we used when determining the items to disclose in MD&A, as well as the referenced rate reconciliation contained within Note 14, Income Taxes. The “one-time tax adjustment” referenced as a cash flow benefit on page 23 in Liquidity and Capital Resources relates to changes to the timing of deduction of previously capitalized domestic research and development expenses under IRC Section 174 from the One Big Beautiful Bill Act. We are deducting the remaining unamortized domestic research and development costs over two years (half in 2025 and the other half in 2026). As shown in the deferred tax table of Note 14, Income Taxes, this tax adjustment reduced “Intangible” deferred tax assets and corresponding 2025 U.S. federal estimated income tax payments by approximately $13 million. Related to our reconciliation disclosures in accordance with ASC 740-10-50-12A(a), please note that the one-time tax adjustment referenced above under IRC Section 174 did not have a rate impact, instead as mentioned above it offset deferred taxes and thus is not included in the reconciliation. Pertaining to U.S. cross-border taxes, we did not separately present these taxes within the rate reconciliation based on the immateriality of the amounts involved and instead included them in “Other Adjustments”. The materiality considerations for U.S. cross-border taxes were made with reference to ASU 2023-09 “Improvements to Income Tax Disclosures”, specifically Background Information and Basis for Conclusions (“BC”) #22 (BC22): “Materiality Considerations BC22. A number of stakeholders requested that the Board clarify whether (and how) materiality should be considered when evaluating whether reconciling items that meet the quantitative threshold are required to be disclosed. The Board observed that the guidance in paragraph 105-10-05-6, which states that the provisions of the Codification need not be applied to immaterial items, is applicable to the amendments in this Update, as it is to all Codification guidance. Therefore, the amendments on the disclosure of reconciling items by specific categories with further disaggregation of reconciling items based on the application of a quantitative threshold do not apply to immaterial items. That is, an entity does not need to separately disclose the required specific categories or reconciling items if they are immaterial, even if the quantitative threshold is met.” Solely for the purpose of demonstrating to the Staff the immateriality of amounts involved, we provide below a rate reconciliation that breaks out “Effect of cross-border tax laws” from “Other Adjustments”, showing that the dollar impact for each year was immaterial to the overall financial statements, and we deemed it immaterial for separate disclosure in the reconciliation when considering the guidance in ASC 105 as discussed in BC22 within ASU 2023-09. The impact for years 2025 through 2023 for the “Effect of cross-border tax laws” was $4.4 million or 2.6%, $3.8 million or 2.3%, and $0.1 million or 0.0% respectively compared to total income tax expense and $4.4 million or 0.1%, $3.8 million or 0.1%, and $0.1 million or 0.0% respectively compared to net income. The impact on the effective tax rate was less than 1% for each year presented. Years ended December 31 2025 2024 2023 (dollars in millions) Dollars Percentages Dollars Percentage Dollars Percentages U.S. federal statutory tax rate $ 150.2  21.0  % $ 147.2  21.0  % $ 154.0  21.0  % State and local income tax, net of federal (national) benefit 21.0  2.9  18.1  2.6  21.0  2.9  Foreign tax effects China Tax benefit from research and development expenditures (8.5) (1.2) (7.9) (1.1) (10.1) (1.4) Other 4.2  0.6  3.2  0.5  5.3  0.7  Other foreign jurisdictions 6.8  1.0  1.5  0.2  6.2  0.9  Effect of cross-border tax laws (4.4) (0.6) 3.8  0.5  0.1  —  Other Adjustments (0.4) (0.1) 1.5  0.2  0.4  —  $ 168.9  23.6  % $ 167.4  23.9  % $ 176.9  24.1  % As a result, we respectfully advise the Staff that we do not believe it is necessary to break out the “Effect of cross-border tax laws” from “Other Adjustments” in the reconciliation due to the immateriality of the amounts involved in all periods presented. To the extent amounts become material in future filings, we will separately disclose the effect of cross-border tax laws. In connection with our response, we acknowledge that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff. If you have any questions or require additional information with respect to the foregoing, please contact Charles Lauber at (414) 359-4076 or clauber@aosmith.com. Sincerely, /s/ Charles T. Lauber Charles T. Lauber Executive Vice President & Chief Financial Officer cc:    Paul J. Jones, Senior Vice President and General Counsel, A. O. Smith Benjamin A. Otchere, Vice President and Controller A. O. Smith Patrick G. Quick, Foley & Lardner LLP

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<TEXT>
 April 21, 2026

Charles Lauber
Chief Financial Officer
A.O. Smith Corporation
11270 West Park Place
Milwaukee, Wisconsin 53224

 Re: A.O. Smith Corporation
 Form 10-K for the year ended December 31, 2025
 File No. 001-00475
Dear Charles Lauber:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
our comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2025
Income Taxes, page 50

1. Your MD&A attributes the 2025 effective tax rate change to reduced U.S.
cross-border
 taxes, yet your rate reconciliation lacks a corresponding category.
Additionally, you cite
 a one-time tax adjustment from a tax law change as a cash flow
benefit, but this is not
 separately identified in your reconciliation as required by ASC
740-10-50-12A(a). Please
 tell us and disclose in future filings the details of the specific tax
law change. Also,
 clarify how these items are currently reflected in your reconciliation
and why they do not
 warrant separate presentation.
 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Charles Eastman at 202-551-3794 or Melissa Gilmore at
202-551-3777
with any questions.
 April 21, 2026
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Manufacturing
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United States securities and exchange commission logo
April 25, 2023
Charles Lauber
Chief Financial Officer
A. O. Smith Corporation
11270 West Park Place
Milwaukee, Wisconsin 53224-9508
Re:A. O. Smith Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 14, 2023
File No. 001-00475
Dear Charles Lauber:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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April 14, 2023

VIA EDGAR

Ms. Eiko Yaoita Pyles

Mr. Andrew Blume

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:    A. O. Smith Corporation

Form 10-K for Fiscal Year Ended December 31, 2022

Filed February 14, 2023

File No. 001-00475

Dear Ms. Pyles and Mr. Blume:

This letter is in response to the letter dated March, 31, 2023, from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), relating to the above-referenced Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”). The Staff's comment is set forth below in bold, followed by the Company's response to the comment.

Please note that the “Company,” “A. O. Smith,” “we,” “us,” and “our” refer to A. O. Smith and its consolidated subsidiaries, and unless the context otherwise requires, all references to page numbers correspond to the pages in the Form 10-K. All terms used but not defined herein have the meanings assigned to such terms in the Form 10-K.

Form 10-K for Fiscal Year Ended December 31, 2022

Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Measures, page 24

1. We note that you present Total Segment Earnings as a GAAP measure. Please note the presentation of a total segment profit or loss measure in any context other than the ASC 280 required reconciliation in the financial statement footnotes is considered a presentation of a non-GAAP measure. Furthermore, as a result, your Total Adjusted Segment Earnings non-GAAP measure currently is not reconciled to a GAAP measure. Show us how you will revise your presentation in future filings. Refer to Question 104.04 of the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures.

We acknowledge the Staff's comment, and in future filings, we will discontinue the presentation of total segment profit or loss as a GAAP measure in any context other than the ASC 280 required reconciliation in the financial statement footnotes. Beginning with the Company's Form 10-Q for the quarter ended March 31, 2023, we will present and reconcile the GAAP measure “Earnings before provision for income taxes” to total segment earnings and adjusted segment earnings. For your information, we have included in tabular format the presentation we will use in future financial reports.

The following is a reconciliation of reported earnings before provision for income taxes to segment earnings and adjusted segment earnings:

 Twelve Months Ended
December 31,

  2022  2021

Earnings Before Provision for Incomes Taxes (GAAP) $ 223.7    $ 625.6

Add: Corporate Expense(1)

 128.9    52.1

Add: Interest Expense 9.4    4.3

Total Segment Earnings $ 362.0    $ 682.0

North America(2)

 $ 266.0    $ 590.8

Rest of World 96.3    91.4

Inter-segment earnings elimination (0.3)   (0.2)

Total Segment Earnings $ 362.0    $ 682.0

Additional Information

(1)Corporate Expense

 $ (128.9)   $ (52.1)

Pension settlement expense, before tax 70.5    —

Pension expense (income), before tax 2.0    (2.6)

Terminated acquisition-related expenses, before tax 4.3    —

Adjusted Corporate Expense (non-GAAP) $ (52.1)   $ (54.7)

(2)North America

 $ 266.0    $ 590.8

Pension settlement expense, before tax 346.8    —

Pension expense (income), before tax 9.7    (10.5)

Legal judgment income, before tax (11.5)   —

Adjusted North America (non-GAAP) $ 611.0    $ 580.3

*   *   *   *   *   *

Please direct questions regarding this response to me.

Sincerely,

 /s/ Charles T. Lauber

Charles T. Lauber

Executive Vice President & Chief Financial Officer

cc:   James F. Stern, A. O. Smith

        Brian E. Cothroll, A. O. Smith

        Benjamin A. Otchere, A. O. Smith

        David W. Gay, Ernst & Young, LLP

United States securities and exchange commission logo
March 31, 2023
Charles Lauber
Chief Financial Officer
A. O. Smith Corporation
11270 West Park Place
Milwaukee, Wisconsin 53224-9508
Re:A. O. Smith Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 14, 2023
File No. 001-00475
Dear Charles Lauber:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures, page 24
1.We note that you present Total Segment Earnings as a GAAP measure.  Please note the
presentation of a total segment profit or loss measure in any context other than the ASC
280 required reconciliation in the financial statement footnotes is considered a
presentation of a non-GAAP measure.  Furthermore, as a result, your Total Adjusted
Segment Earnings non-GAAP measure currently is not reconciled to a GAAP measure.
Show us how you will revise your presentation in future filings.  Refer to Question 104.04
of the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures.

 FirstName LastNameCharles Lauber
 Comapany NameA. O. Smith Corporation
 March 31, 2023 Page 2
 FirstName LastName
Charles Lauber
A. O. Smith Corporation
March 31, 2023
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Andrew
Blume, Senior Staff Accountant, at 202-551-3254 at with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
November 8, 2022
Charles Lauber
Executive Vice President and Chief Financial Officer
A. O. Smith Corporation
11270 West Park Place
Milwaukee, Wisconsin 53224
Re:A. O. Smith Corporation
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 11, 2022
File No. 001-00475
Dear Charles Lauber:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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November 2, 2022

VIA EDGAR

Ms. Erin Donahue

Mr. Ethan Horowitz

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:    A. O. Smith Corporation

Form 10-K for Fiscal Year Ended December 31, 2021

Filed February 11, 2022

File No. 001-00475

This letter is in response to the letter dated October 21, 2022, from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), relating to the above-referenced Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) and the Company’s response on October 11, 2022, to the Staff’s letter dated September 9, 2022.

The Staff’s comment is set forth below in bold, followed by the Company’s response to the comment.

Please note that the “Company,” “A. O. Smith,” “we,” “us,” and “our” refer to A. O. Smith and its consolidated subsidiaries, and unless the context otherwise requires, all references to page numbers correspond to the pages in the Form 10-K. All terms used but not defined herein have the meanings assigned to such terms in the Form 10-K.

Form 10-K for Fiscal Year Ended December 31, 2021

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 19

1. We note your response to prior comment 5. Please provide us with additional detail explaining how you considered providing disclosure regarding reputational risks resulting from operations or products that produce greenhouse gas emissions to investor perception and your ability to obtain external financing.

As stated in response to prior Comment #2, A. O. Smith evaluates risk primarily through its Enterprise Risk Management (“ERM”) process, and supported by disclosure controls and procedures.  These processes take into account emerging market trends, customer feedback, and investor perspectives, among other factors.  A. O. Smith’s ERM process considers reputational risks in addition to business, operational, or financial risk, and asks specific questions related to our reputation and perception of our brands.

A. O. Smith develops, manufactures and sells comprehensive lines of high efficiency residential and commercial heat pumps, gas and electric water heaters, tanks and boilers and we believe our customers value energy efficiency and that it is a primary consideration in the purchase of our products.  We feel that our focus on product innovation in response to customer and market demands, as reflected in our disclosed spending on research and development, is a brand and company differentiator.  We also believe that any changing customer behavior over time that would favor products with alternative energy sources to gas would have a neutral to positive benefit to us as we manufacture and sell a variety of electric-powered water heaters and boilers, including heat pump products.  A. O. Smith perceives its investors and banks to positively see the value and benefit of its broad and varied product portfolio, its focus on innovation, and emphasis on energy efficiency regardless of energy source.

We respectfully note that based on our ERM and other processes, A. O. Smith has not identified any reputational risks to investor perception and our ability to obtain external financing.  Access to capital trends are considered as part of our periodic reviews by management as described in our previous response letter.  A. O. Smith believes that access to, and cost of, capital is driven by a multitude of factors, including macroeconomic conditions, existing capital structure, and company operating and financial condition, among others.  A. O. Smith has not experienced a decreased availability (or increased cost) of capital attributable to investor or lender perceptions of greenhouse gas (GHG) emissions associated with our operations or gas-powered products that we manufacture.

While certain investors and lenders have announced ambitions to achieve net zero financed emissions, we note that such ambitions are generally anticipated to be realized on a gradual timeline, often over several decades (usually with a timeline of approximately 2050).  We believe that any actions to achieve such ambitions would likewise be gradual, to which we can respond if and when they arise.  In addition, we believe that perceptions of our GHG emissions profile may naturally decrease among investors and lenders, to the extent they consider it in their capital decisions, as a result of increased demand for our electric-powered products as discussed above and in our previous response letter.

The Company does appreciate the risk inherent in negative publicity and has discussed such risk in the Risk Factors section of the Form 10-K (pages 10-11 of the Form 10-K) under captions “An inability to adequately maintain our information systems and their security, as well as to protect data and other confidential information, could adversely affect our business and reputation”; “Our business may be adversely impacted by product defects”; and “Our results of operations may be negatively impacted by product liability lawsuits and claims.”

A. O. Smith continues to monitor and evaluate reputational risk as part of its ERM process and other disclosure controls and, to the extent that such risk rises to the level of materiality required for disclosure under SEC regulations, we will update our SEC filings accordingly.

*   *   *   *   *   *

Please direct questions regarding this response to me.

                                                                              Sincerely,

                                                                              /s/ Charles T. Lauber

                                                                              Charles T. Lauber

                                                                              Executive Vice President &

                                                                              Chief Financial Officer

cc:   James F. Stern, A. O. Smith

        Brian E. Cothroll, A. O. Smith

        Benjamin A. Otchere, A. O. Smith

        David W. Gay, Ernst & Young, LLP

        Joel H. Trotter, Latham & Watkins, LLP

        Julia A. Thompson, Latham & Watkins LLP

United States securities and exchange commission logo
October 21, 2022
Charles Lauber
Executive Vice President and Chief Financial Officer
A. O. Smith Corporation
11270 West Park Place
Milwaukee, Wisconsin 53224
Re:A. O. Smith Corporation
Form 10-K for Fiscal Year Ended December 31, 2021
Response Dated October 11, 2022
File No. 001-00475
Dear Charles Lauber:
            We have reviewed your October 11, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 9, 2022 letter.
Response Dated October 11, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
19
1.We note your response to prior comment 5.  Please provide us with additional detail
explaining how you considered providing disclosure regarding reputational risks resulting
from operations or products that produce greenhouse gas emissions to investor perception
and your ability to obtain external financing.

 FirstName LastNameCharles Lauber
 Comapany NameA. O. Smith Corporation
 October 21, 2022 Page 2
 FirstName LastName
Charles Lauber
A. O. Smith Corporation
October 21, 2022
Page 2
            Please contact Erin Donahue at 202-551-6063 or Ethan Horowitz at 202-551-3311 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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October 11, 2022

VIA EDGAR

Ms. Erin Donahue

Mr. Ethan Horowitz

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:    A. O. Smith Corporation

Form 10-K for Fiscal Year Ended December 31, 2021

Filed February 11, 2022

File No. 001-00475

Dear Ms. Donahue and Mr. Horowitz:

This letter is in response to the letter dated September 9, 2022, from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), relating to the above-referenced Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”). The Staff’s comment is set forth below in bold, followed by the Company’s response to the comment.

Please note that the “Company,” “A. O. Smith,” “we,” “us,” and “our” refer to A. O. Smith and its consolidated subsidiaries, and unless the context otherwise requires, all references to page numbers correspond to the pages in the Form 10-K. All terms used but not defined herein have the meanings assigned to such terms in the Form 10-K.

Form 10-K for Fiscal Year Ended December 31, 2021

General

1. We note that you provided more expansive disclosure in your Corporate Responsibility & Sustainability Report (“CRS Report”) than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your CRS Report.

A. O. Smith’s corporate responsibility and sustainability (CRS) programs support our management of environmental, social, and governance (ESG) issues. In 2021, we voluntarily published our second CRS report for the year ended December 31, 2020 (the “CRS report”), designed to inform and engage a broad stakeholder base, including our investors, employees, suppliers, and others, on the ESG efforts we are undertaking.

Our CRS report addresses sustainability reporting practices and other matters of varying degrees of importance to a broad set of stakeholders. These disclosures are not reflective of SEC disclosure requirements, providing disclosures beyond that considered material for investors in the context of disclosures required in our SEC filings, and are informed by, among other items, various ESG frameworks (such as the Sustainability Accounting Standards Board (SASB). The ESG frameworks are intended for a wide-ranging audience of interested stakeholders, many of whom are interested in climate-related disclosures even if such information is not material to warrant inclusion in federal securities filings.

In contrast, the contents of our SEC filings were guided by compliance with the requirements of the SEC’s forms, rules, and interpretive guidance applicable to us. In evaluating whether to include climate-related disclosures from the CRS report in the Form 10-K or other filings, the disclosure requirements of Regulation S-K (including Items 101, 103, 105 and 303) were considered, as well as whether the information constituted “material information  as may be necessary to make the required statements, in the light of the circumstances under which they were made, not misleading” pursuant to Rule 12b-20 of the Securities Exchange Act of 1934, as amended.

We further considered relevant Interpretive Releases, including Guidance Regarding Disclosure Related to Climate Change (Release No. 34-61469) and Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations (Release No. 34-48960). In preparing the Form 10-K or other SEC filings, we considered whether it should provide the same type of climate-related disclosure in its SEC filings as it provides in its CRS report based on materiality. We respectfully advise the Staff that we designed our CRS report to go beyond the SEC’s disclosure framework and the disclosure requirements of Regulation S-K and therefore are more expansive than those provided in filings with the SEC and are not material to investors in the context of SEC reporting.

As A. O. Smith’s business and the markets in which it participates evolve, and the size and extent of A. O. Smith’s climate initiatives continue to develop, we will continue to monitor and evaluate our climate-related disclosures, including whether additional climate-related information is appropriate for future SEC filings.

Risk Factors, page 7

2. Disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as market trends that may alter business opportunities, credit risks, or technological changes.

We have interpreted the term “transition risks” to mean risks associated with a transition to a lower-carbon economy. Transition risks identified as likely to be the most relevant to us include:

•Market trends and changing consumer preferences,

•Mandates on and regulation of existing products, and

•Technological changes

A. O. Smith evaluates risks to its business in a number of ways, primarily through its Enterprise Risk Management (“ERM”) process, which it conducts enterprise-wide on a periodic basis. In its ERM process, A. O. Smith’s management, representing key functional areas and business units, evaluates strategic, operational, financial, and compliance risks that have the potential to adversely impact our business, financial condition, and results of operations. For risks that A. O. Smith prioritizes through its ERM process, a company executive is assigned to address each risk, and lead action plans to monitor and manage it.  Management updates the Board of Directors on a regular basis regarding identified risks.

In addition, A. O. Smith has established certain disclosure controls and procedures to monitor and respond to potential risks that might impact its business, financial condition, and operations. A. O. Smith’s Disclosure Committee meets quarterly, and the Company’s Chief Financial Officer and General Counsel report to the Audit Committee of the Board of Directors on any matters, including these potential risks, that are identified by the Disclosure Committee.

A. O. Smith’s ERM process and additional disclosure controls and procedures assist in identifying if any additional or expanded disclosures are needed in our filings with the SEC.  As a result of these processes, we have considered transition risks, including the ones listed above, and have provided the following disclosure on pages 9 and 11 of our most recent annual report on Form 10-K:

•Our business could be adversely impacted by changes in consumer purchasing behavior, consumer preferences and technological changes

Consumer preferences for products and the methods in which they purchase products are constantly changing based on, among other factors, cost, convenience, environmental and social concerns, and perceptions. Consumer purchasing behavior may shift the product mix in the markets we participate in or result in a shift to other distribution channels, including e-commerce, which continues to expand. For example, consumer preferences may shift toward more efficient gas products or electric-powered products due to the increased attention on the impact of greenhouse gas emissions on the environment in response to utility incentive programs or the emergence of state or federal incentives. In addition, technologies are ever-changing.

Our ability to timely develop and successfully market new products and to develop, acquire, retain and protect necessary intellectual property rights is essential to our continued success but cannot reasonably be assured. It is possible that we will not be able to develop new technologies, products or distribution channels to align with consumer purchasing behavior and consumer preferences, which could materially and adversely affect our financial condition, results of operations, and cash flows.

•Changes in regulations or standards could adversely affect our business

Our products are subject to a wide variety of statutory, regulatory, and industry standards and requirements related to, among other items, energy and water efficiency, environmental emissions, labeling, and safety. While we believe our products are currently efficient, safe, and environment-friendly, federal, foreign, state, and local governments may adopt laws, regulations and codes that will require a transition to non-fossil fuel-based sources of energy production as well as significantly reducing or eliminating the on-site combustion of fossil fuels in the building sector, such as limiting or prohibiting the delivery of natural gas in new construction. A significant change to regulatory requirements that promote a transition to alternative energy sources as a replacement for gas, or a significant shift in industry standards, could substantially increase manufacturing costs, impact the size and timing of demand for our products, affect the types of products we are able to offer or put us at a competitive disadvantage, any of which could harm our business and have a material adverse effect on our financial condition, results of operations and cash flow.

As discussed in more detail in response to Comment #5 below, A. O. Smith has seen customer demand for higher efficiency products (regardless of energy source), particularly with respect to commercial products or in connection with utility rebate programs.  A. O. Smith also notes below in response to Comment #5 that some state and local governments have passed or are evaluating regulation of on-site combustion of fossil fuels.

Currently, we believe that any changing customer behavior or government regulation will have a neutral to positive benefit and will not have a material negative effect on our financial condition, results of operations or cash flow.  We offer a complete line of water and hydronic heating products, including electric-powered water heaters and boilers, and we believe that any reduction in fossil fuel-powered products would be counterbalanced by the demand for our non-fossil fuel powered products.  We are confident that our continued emphasis on product design and innovation, as noted below in response to Comment #5, will keep us well positioned to deliver products demanded by customers, regardless of fuel source.

While we have not seen a material impact from these potential transition risks for purposes of the disclosure requirements of Regulation S-K, we believe that it is important to lend our voice and experience to the conversation surrounding government regulation of fossil fuels as a source of energy for our products. In September 2021, we published a white paper on state and local regulation of on-site combustion of fossil fuels titled “Electrification of Water and Space Heating in Buildings, https://www.aosmith.com/decarbonization. The contents of its September 2021 white paper are informed by discussions and correspondence with many different stakeholders. The white paper presented us with an opportunity to present information, perspectives, and future considerations that may be of interest to A. O. Smith employees, customers, the investor community, and other stakeholders. These disclosures go beyond the SEC’s disclosure framework and the requirements of Regulation S-K and are, consequently, more expansive and contain information that is not material to investors in light of requirements of an annual report on Form 10-K, applicably materiality standards, and the relevant rules and guidance of the SEC.

Through its ERM process, other disclosure controls, and its interaction with customers, government authorities, and other stakeholders, A. O. Smith intends to continue to monitor transition risks for future SEC filings and, as appropriate, provide disclosure to the extent that such risks are material.

3. We note your disclosure regarding environmental litigation on page 13. Please disclose any material litigation risks related to climate change and explain the potential impact to the company.

A. O. Smith defines climate change-related litigation as a proceeding where the primary allegations depend on (a) certain climate change impacts being attributed to our operations, (b) allegations of a failure by A. O. Smith to meet applicable legal or regulatory requirements related to climate change or (c) alleged failure by A. O. Smith to mitigate risks to our business due to the impact of climate change.

As part of its disclosure controls and procedures, A. O. Smith’s legal department meets quarterly with the Company’s finance function regarding pending litigation and regulatory matters, including potential exposures to such matters. Our management considers applicable disclosure rules, regulations, and guidance when preparing its SEC filings. In particular, our management assesses the materiality of pending or threatened litigation by reference to the accounting standards applicable to loss contingencies under ASC Topic 450 as well as qualitative factors.

A. O. Smith currently does not have any pending or, to our knowledge, threatened litigation related to climate change. The disclosure on page 13 of the Form 10-K regarding certain environmental legal proceedings is exclusively related to legacy hazardous waste sites, for which approximately $6.9 million (undiscounted, as of December 31, 2021) had been accrued for the estimated liability for environmental cleanup and related proceedings. This amount is not material compared to net income and does not pertain to climate change-related litigation.

Additionally, we monitor trends and developments in litigation and regulation to help inform our risk assessments. We note that, to date, most climate litigation involving private entities has been brought against companies in the fossil fuel sector or that otherwise have annual greenhouse gas emissions that are substantially in excess of A. O. Smith’s emissions inventory.

We intend to continue to monitor the risks of climate change-related litigation for future SEC filings and, as appropriate, provide disclosure to the extent that the risks of climate change-related litigation are material.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 19

4. It appears you have identified climate-related projects in your CRS Report, such as energy efficiency projects to lessen environmental impacts. Tell us how you considered providing disclosure regarding past and future capital expenditures for climate-related projects. Include quantitative information for the periods covered by your Form 10-K and for future periods as part of your response.

We consider climate-related projects to be ones primarily focused on reducing GHG emissions.  Our capital expenditures concerning climate-related initiatives have also resulted in operational efficiencies for us. These projects include, among others, building system technology to monitor and help reduce consumption and LED lighting. In response to the Staff’s comment, we respectfully advise the Staff that we did not incur material capital expenditures related to climate-related projects that would require disclosure in our Form 10-K, as demonstrated in the following table:

  2021  2020  2019

Capital expenditures for climate-related projects  $ 1.8    $ 0.3    $ 0.6

Total capital expenditures  $ 75.1    $ 56.8    $ 64.4

As a % of total capital spend  2.4  %  0.5  %  0.9  %

Net Sales  $ 3,538.9    $ 2,895.3    $ 2,992.7

As a % of net sales  0.1  %  0.0  %  0.0  %

Net Earnings  $ 487.1    $ 344.9    $ 370.0

As a % of net income  0.4  %  0.1  %  0.2  %

While not a climate-related project, we recently completed an approximately 7,000-foot berm, flood gates, and pumping stations around our Ashland City, Tennessee facility for approximately $11 million, which was incurred over several years. A. O. Smith built the berm in response to a fl

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Document

LEGAL DEPARTMENT

P.O. Box 245008

Milwaukee, WI  53224-9508

Direct Dial Number:  (414) 359-4149

Facsimile Number:  (414) 359-4143

E-Mail Address:  bcothroll@aosmith.com

                        October 7, 2022

Office of Manufacturing

Division of Corporate Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

Attn:  Erin Donahue

Re:

 A. O. Smith Corporation

 Form 10-K for Fiscal Year Ended December 31, 2021

 Filed February 11, 2022

 File No. 001-00475

Dear Ms. Donahue:

On behalf of A. O. Smith Corporation, this letter confirms my telephone conversation with you on October 7, 2022 regarding A. O. Smith’s request for an extension of time to respond to the comment letter dated September 9, 2022 from the Staff of the Division of Corporation Finance.

As discussed, A. O. Smith will respond on or about October 11, 2022.

Please contact me at 414.359.4149 if you have any questions regarding this matter.

                            Very truly yours,

                            A. O. SMITH CORPORATION

/s/ Brian E. Cothroll

                            Brian E. Cothroll

Vice President and Deputy General Counsel

cc:    Charles T. Lauber

James F. Stern

Benjamin Otchere

CORRESP
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Document

LEGAL DEPARTMENT

P.O. Box 245008

Milwaukee, WI  53224-9508

Direct Dial Number:  (414) 359-4149

Facsimile Number:  (414) 359-4143

E-Mail Address:  bcothroll@aosmith.com

                                    September 14, 2022

Office of Manufacturing

Division of Corporate Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

Attn:  Erin Donahue

Re:

 A. O. Smith Corporation

 Form 10-K for Fiscal Year Ended December 31, 2021

 Filed February 11, 2022

 File No. 001-00475

Dear Ms. Donahue:

On behalf of A. O. Smith Corporation, this letter confirms my telephone conversation with you on September 13, 2022 regarding A. O. Smith’s request for an extension of time to respond to the comment letter dated September 9, 2022 from the Staff of the Division of Corporation Finance.

As discussed, A. O. Smith requires additional time to prepare its response and currently expects to respond on or about October 7, 2022.

Please contact me at 414.359.4149 if you have any questions regarding this matter.

                            Very truly yours,

                            A. O. SMITH CORPORATION

/s/ Brian E. Cothroll

                            Brian E. Cothroll

Vice President and Deputy General Counsel

cc:    Charles T. Lauber

James F. Stern

Benjamin Otchere

United States securities and exchange commission logo
September 9, 2022
Charles Lauber
Executive Vice President and Chief Financial Officer
A. O. Smith Corporation
11270 West Park Place
Milwaukee, Wisconsin 53224
Re:A. O. Smith Corporation
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 11, 2022
File No. 001-00475
Dear Mr. Lauber:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
General
1.We note that you provided more expansive disclosure in your Corporate Responsibility
& Sustainability Report (“CRS Report”) than you provided in your SEC filings.  Please
advise us what consideration you gave to providing the same type of climate-related
disclosure in your SEC filings as you provided in your CRS Report.
Risk Factors, page 7
2.Disclose the material effects of transition risks related to climate change that may affect
your business, financial condition, and results of operations, such as market trends that
may alter business opportunities, credit risks, or technological changes.
3.We note your disclosure regarding environmental litigation on page 13.  Please disclose
any material litigation risks related to climate change and explain the potential impact to

 FirstName LastNameCharles Lauber
 Comapany NameA. O. Smith Corporation
 September 9, 2022 Page 2
 FirstName LastName
Charles Lauber
A. O. Smith Corporation
September 9, 2022
Page 2
the company.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
19
4.It appears you have identified climate-related projects in your CRS Report, such as energy
efficiency projects to lessen environmental impacts. Tell us how you considered providing
disclosure regarding past and future capital expenditures for climate-related projects.
Include quantitative information for the periods covered by your Form 10-K and for future
periods as part of your response.
5.To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as the following:
•decreased demand for goods that produce significant greenhouse gas emissions or are
related to carbon-based energy sources;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative energy
sources; and
•any anticipated reputational risks resulting from operations or products that produced
material greenhouse gas emissions.
6.Please discuss the physical effects of climate change on your operations and results.  This
disclosure may include the following:
•quantification of weather-related damages to your property or operations;
•potential for indirect weather-related impacts that have affected or may affect your
major customers; and
•any weather-related impacts on the cost or availability of insurance.
Include quantitative information for each of the periods covered by your Form 10-K and
explain whether increased amounts are expected in future periods as part of your response,
as applicable.
7.We note your disclosure on page 26 about compliance costs related to federal, foreign,
state, and local environmental laws.  Please tell us about and quantify any compliance
costs related to climate change for each of the last three fiscal years and explain whether
increased amounts are expected to be incurred in future periods.
8.If material, please provide disclosure about any purchase or sale of carbon credits or
offsets and any material effects on your business, financial condition, and results of
operations.  Include quantitative information regarding these types of transactions for each
of the periods for which financial statements are presented in your Form 10-K and for
future periods as part of your response.

 FirstName LastNameCharles Lauber
 Comapany NameA. O. Smith Corporation
 September 9, 2022 Page 3
 FirstName LastName
Charles Lauber
A. O. Smith Corporation
September 9, 2022
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Erin Donahue at 202-551-6063 or Ethan Horowitz at 202-551-3311 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

March 1 5, 2013

Via E -mail
Ajita G. Rajendra
President and Chief Executive Officer
A. O. Smith Corporation
11270 West Park Place
Milwaukee, WI 53224 -9508

Re: A. O. Smith Corporation
Preliminary Proxy Statement on Schedule 14A
Filed February 15, 2013
File No. 001-00475

Dear Mr. Rajendra :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

June 29, 2011
 Via Facsimile

Paul W. Jones Chief Executive Officer  A. O. Smith Corporation  11270 West Park Place Milwaukee, Wisconsin 53224-9508
Re: A. O. Smith Corporation
  Form 10-K for the year ended December 31, 2010    Filed February 24, 2011   File No. 1-475

Dear Mr. Jones::
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
   /s/ Kevin L. Vaughn
Kevin L. Vaughn Accounting Branch Chief

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Correspondence

 June 21, 2011

 Mr. Kevin L. Vaughn

 Accounting Branch Chief

Division of Corporation Finance

 United States
Securities and Exchange Commission

 Mail Stop 3030

 100 F Street, N.E.

 Washington, D.C. 20549

RE:
A. O. Smith Corporation

 Form
10-K for the year ended December 31, 2010 filed February 24, 2011

 File No. 1-475

Dear Mr. Vaughn:

 This letter sets forth
the responses of A. O. Smith Corporation (our “Company”) to the letter of the Securities and Exchange Commission (the “Staff”) dated June 9, 2011, with respect to our Company’s Annual Report on Form 10-K for the
year ended December 31, 2010 (the “Form 10-K”). To facilitate your review, our responses below include the Staff’s original comments.

 Form 10-K for the year ended December 31, 2010

 Liquidity and Capital
Resources, page 19

1.
We note from your disclosures that your increase in working capital is partly attributable to higher cash levels outside of the United States. Additionally we note from
your disclosures on page 51 that you have not recorded U.S. deferred income taxes on $408.8 million on your foreign subsidiaries’ undistributed earnings. It appears as though a portion of your cash balances will not be available for use in the
U.S. unless they are repatriated into the U.S. To the extent a significant portion of your cash and cash equivalent balances will not be available in the U.S., please revise your future filings to quantify the amount of cash and cash equivalents
that are currently held by your foreign subsidiaries. Refer to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

 Company Response:

 To the extent a significant portion of our cash and cash equivalent
balances will not be available in the U.S. unless they are repatriated into the U.S., we will quantify in our future filings the amount of cash and cash equivalents that are currently held by our foreign subsidiaries.

Aggregate Contractual Obligations, page 19

2.
Please revise future filings to disclose your payments under pension and post-retirement plans in your tabular disclosures. If the amounts and future timing are
indeterminable, please include an explanatory footnote. Refer to Item 303(A)(5) of Regulation S-K.

 Company Response:

 In our future filings we will disclose estimates of our mandatory/required contributions to and payments under pension and post-retirement
plans in our tabular disclosures of aggregate contractual obligations, or if the amounts and future timing are indeterminable, we will provide an explanatory footnote.

 Our Company acknowledges as follows: it is
responsible for the adequacy and accuracy of the disclosure in the Annual Report on Form 10-K for the year ended December 31, 2010; Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from
taking any action with respect to the Annual Report on Form 10-K for the year ended December 31, 2010; and our Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities law of the United States.

 Please direct any questions or comments regarding the foregoing responses to the undersigned at
(414) 359-4056.

 Very truly yours,

 /s/ John J. Kita

 John J. Kita

 Executive Vice President and Chief Financial Officer

 A. O. Smith Corporation

cc:
Mr. Eric Atallah, Staff Accountant

 Ms. Lynn Dicker, Senior Reviewing Accountant

 Mr. Paul W. Jones, A.
O. Smith Corporation Chairman and Chief Executive Officer

 Mr. James F. Stern, A. O. Smith Corporation Executive Vice
President, General Counsel and Secretary

June 9, 2011
 Paul W. Jones Chief Executive Officer  A. O. Smith Corporation  11270 West Park Place Milwaukee, Wisconsin 53224-9508
Re: A. O. Smith Corporation
  Form 10-K for the year ended December 31, 2010
   Filed February 24, 2011   File No. 1-475

Dear Mr. Jones:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.                Form 10-K for Year Ended December 31, 2010

Liquidity and Capital Resources, page 17

1. We note from your disclosures that your increas e in working capital is  partly attributable
to higher cash levels outside of the Unite d States.  Additionally we note from your
disclosures on page 51 that you have not r ecorded U.S. deferred income taxes on $408.8
million on your foreign subsidiaries’ undistri buted earnings.   It appears as though a
portion of your cash balances will not be av ailable for use in the U.S. unless they are
repatriated into the U.S.  To the extent  a significant portion of your cash and cash
equivalent balances will not be available in  the U.S., please revise future filings to
quantify the amount of cash and cash equivalent s that are currently held by your foreign
subsidiaries.  Refer to Item 303(a)(1) of Re gulation S-K and Section IV of SEC Release
33-8350.

Paul W. Jones
AO Smith Corporation  June 9, 2011
 Page 2

 Aggregate Contractual Obligations, page 19

 2. Please revise future filings to disclose your  payments under pension and post-retirement
plans in your tabular disclosures. If the amounts and future timing are indeterminable,
please include an explanatory footnote. Re fer to Item 303(A)(5) of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
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 federa l securities laws of  the United States.

You may contact Eric Atallah, Staff Accountan t at (202) 551-3663 or Lynn Dicker, Senior
Reviewing Accountant at (202) 551-3616 if you have questions  regarding comments on the
financial statements and related matters.  In th is regard, do not hesitate  to or me at (202) 551-
3643 with any questions.
Sincerely,

 Kevin L. Vaughn Accounting Branch Chief

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

       D IV ISION OF
CORPORATION FINANCE

Mail Stop 3030

June 22 , 2010

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
  File No .  1-00475

Dear Mr. Murphy :

 We have completed our review of your filings and do not have any further
comments at this time.

Sincerely,

Kevin L. Vaughn
Accounting Branch Chief

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SEC Correspondence

 P.O. Box 245008

Milwaukee, WI 53224-9508

 Direct Dial Number:
(414) 359-4008

 Facsimile Number: (414) 359-4143

E-Mail Address: tmurphy@aosmith.com

May 11, 2010

Mr. Kevin L. Vaughn

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Mail Stop 3030

100 F Street, N.E.

Washington, D.C. 20549

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. Vaughn:

 This letter sets forth
the responses of A. O. Smith Corporation (our “Company”) to the letter of the Securities and Exchange Commission (the “Staff”) dated April 27, 2010, with respect to our Company’s Annual Report on Form 10-K for the
year ended December 31, 2009 (the “Form 10-K”) and our Company’s proxy statement filed on Schedule 14A on March 2, 2010 (“Schedule 14A” or “proxy statement”). To facilitate your review, our
responses below include the Staff’s original comments and have been ordered using numbers that correspond with the order set forth in the Staff’s letter.

 United States Securities and Exchange Commission

May 11, 2010

 Page 2

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

Item 7. Management’s Discussion 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 significant 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 trends 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 January 26, 2010. For further guidance on the content and purpose of the “Overview,” see Interpretive Release No. 33-8350 on our website.

Company Response:

 In future filings we
will revise the MD&A section of our Form 10-K to provide an overview section consistent with your suggestion addressing economic and industry-wide factors and other significant matters impacting our Company’s financial condition and
operating results.

 Note 1 – Organization and Significant Accounting Policies, page 31

Earnings per share of common stock, page 36

2.
We note 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.

 Company Response:

 As disclosed in Footnote 10 - Stockholders’ Equity on page 41 of our Form 10-K, Class A Common Stock and Common Stock have equal
dividend rights which precludes the need to use the two-class method of calculating EPS. In future filings, we will include the information from Footnote 10 in Footnote 1 in the earnings per share of common stock disclosure.

Note 2 – Acquisitions, page 37

3.
We note that you acquired an 80% interest in Tianlong Holding Co. Ltd.

 United States Securities and Exchange Commission

May 11, 2010

 Page 3

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 Disclosure
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
statements, including those into which you incorporate your Form 10-K by reference.

 Company Response:

As you have noted, our Company is still only in the process of finalizing the allocation of purchase price for the Tianlong Holding Co. Ltd acquisition.
Management will be responsible for the purchase price allocation, and as part of doing so, we will consider the third party appraisal. We will in future filings exclude any reference to the third party appraisal.

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 geographic area should present tangible
assets 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.

Company Response:

 We will revise our
disclosure in future filings to exclude intangible assets from the disclosure of long-lived assets by geographical area to comply with ASC 280-10-55-23.

Item 11 Executive Compensation, page 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.

 United States Securities and Exchange Commission

May 11, 2010

 Page 4

Company Response:

 The Personnel and
Compensation Committee met on three separate occasions, October 12, 2009, December 7, 2009 and February 8, 2010, to discuss the SEC’s new rules concerning analysis of risk associated with compensation plans and practices. As
part of this review, the Committee considered the risk associated with our Company’s individual compensation policies and practices, including the situations set forth in Item 402(s) of Regulation S-K. Specifically, the Committee analyzed
compensation at our two business units, Water Products and Electrical Products, and among other things, concluded that neither business unit carries a significant portion of our risk profile; has significantly different compensation structure from
the other business unit; pays compensation expense as a significant percentage of the business unit’s revenue; or varies significantly from the overall risk and reward structure of our Company. The Committee concluded that neither our operating
environment nor our incentive programs foster undue risk.

 By virtue of the process, the Committee concluded at its February 8, 2010
meeting that our compensation policies and practices are not reasonably likely to have a material adverse effect on our Company. While not required to expressly state our findings, our Company chose to state our findings to this effect on page 15 of
our proxy statement.

6.
We note from your discussion under “Base Salary” on page 21 of your proxy statement and “Long-Term Incentive 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 level 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 levels 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.

Company Response:

 In future filings we
will include an analysis of where actual payments under each element of compensation actually fell within the targeted range. If any of our executives are compensated at levels that are materially different from the targeted levels of compensation,
we will provide a discussion and analysis as to why.

 You also have asked us to identify our peer companies in future filings. Please be
advised that we do not rely on a specific group. Rather, as indicated on page 20 of our proxy statement as part of our compensation process, we relied on salary data from the 2008 Tower Perrin Executive Compensation Database. Towers Perrin utilized
a broad database of approximately 800 companies. After eliminating financial services, health care and energy services, there are approximately 400 companies in the database. In addition, as noted on page 20 of our proxy statement, Towers Perrin
also considered data available through the Watson Wyatt Top Management Comp Calculator.

 United States Securities and Exchange Commission

May 11, 2010

 Page 5

In working with Towers Perrin, we played no role in selecting the companies for which the data is pulled. Participating companies submit pay information
for incumbents in positions that correspond to Towers Perrin’s pre-defined position descriptions, and also organization information, such as revenues for each position. For instance, a participating company submits corporate revenues for
corporate-level positions and business unit revenues for business unit positions.

 Towers Perrin consolidates survey information into its
database and, to protect the confidentiality of individual company data, deletes company-specific identifiers and reports by position, rather than company. In other words, once information is submitted, it cannot be linked back to a particular
company, and therefore, we cannot identify specific companies as providing the information we utilize from this database.

 For our Company,
Towers Perrin performed a regression analysis to reflect base pay levels of an organization with $2.5 billion in revenue; the business unit positions were regressed to $1.5 billion and $1.0 billion in revenue for the Water Products and Electrical
Products business units, respectively. Target bonus and long-term incentive multiples, which are gathered as a percentage of competitive base salary, were determined from all companies in Towers Perrin’s general industry database with revenues
between $1 and $3 billion.

 We recognize the importance of peer group information to investors. While the process discussed above precludes us
from identifying particular companies in a peer group, in future filings we will provide more detailed information as to the process utilized by Towers Perrin (now known as Towers Watson) to gather information and perform its regression analysis.

7.
We note from your discussion under “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 officers 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 such 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 objectives, 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.

 United States Securities and Exchange Commission

May 11, 2010

 Page 6

Company Response:

 We disclosed on
pages 22 and 23 of our proxy statement that the annual cash incentive awards payable to our operating segment executives were based in part on operating segment Return on Performance Assets. We recognize the importance of providing
performance-related information to our stockholders. However, we are careful not to provide the marketplace with information that may put us at a competitive disadvantage. In an effort to balance these interests, we disclosed in our proxy statement:
(i) the performance criteria considered together with the relative weight such criteria received; (ii) the range of the potential cash incentive award as a percentage of executive’s annual base salary; (iii) the target cash
incentive award as a percentage of executive’s annual base salary; and (iv) the actual cash incentive award earned.

 On the basis of
the information we provided, we believe that stockholders could determine, based on the actual award made to an executive officer, the relative level of performance of that officer without indicating to our competitors and customers the specific
quantitative targets for operating segment Return on Performance Assets. We concluded that we were not required to disclose these targets because such information constitutes confidential commercial or financial information, the disclosure of which
would result in competitive harm to us. We have set forth our analysis supporting this conclusion below.

 We note that for operating segment
executives whose annual cash incentive award was based in part on operating Segment Return on Performance Assets, we also disclosed on page 23 of our proxy statement how difficult it will be for such executives to achieve the undisclosed target
levels. In addition to stating that these targets “were set at levels that are difficult to achieve, but with the expectation they are attainable,” we explained that in the past three years these executives had met or exceeded their
targets only 33% of the time and none had been paid at their maximum level during this time, thereby providing quantitative detail on historically how difficult it had been to achieve the undisclosed target levels.

Supplemental Analysis of Omission of Specific Quantitative Targets

Under 17 C.F.R. §200.80, the rule adopted by the Securities and Exchange Commission under the Freedom of Information Act (5 U.S.C. §552(b)(4)),
“commercial or financial information obtained from a person and privileged or confidential” will generally not be published or made available to any person. This rule can be broken into three tests: (i) whether the information is
commercial or financial; (ii) whether the information was obtained from a person; and (iii) whether the information is privileged or confidential. The specific quantitative targets for operating segment Return on Performance Assets
constitute commercial or financial information and this information is obtained from a person outside of the government. As set forth below, we believe that these targets are “confidential” within the meaning of the test adopted by courts
and relied upon by the

 United States Securities and Exchange Commission

May 11, 2010

 Page 7

Commission in determining whether information for which confidential treatment is sought is “confidential.” The Commission, in proposing
revisions to Rule 406 under the Securities Act of 1933, as amended, stated that the test for confidentiality under the exemption provided in 5 U.S.C. §552(b)(4) upon which the Commission relies is as follows:

[C]ommercial or financial matter is ‘confidential’ for purposes of the exemption if disclosure of the information is likely to have either of the following
effects: (1) to impair the Government’s ability

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