SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________
Commission File Number 1-475
A.O. SMITH CORPORATION
Delaware 39-0619790
(State of Incorporation) (IRS Employer ID Number)
P. O. Box 23972, Milwaukee, Wisconsin 53223-0972
Telephone: (414) 359-4000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Class A Common Stock Outstanding as of July 31, 1997: 5,825,398
Common Stock Outstanding as of July 31, 1997: 11,751,648
Exhibit Index Page 17
<PAGE>
Index
A. O. Smith Corporation
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Earnings and Retained Earnings
- Three and six months ended June 30, 1997 and 1996 3
Condensed Consolidated Balance Sheet
- June 30, 1997 and December 31, 1996 4-5
Condensed Consolidated Statements of Cash Flows
- Six months ended June 30, 1997 and 1996 6
Notes to Condensed Consolidated Financial Statements
- June 30, 1997 7-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9-12
Part II. Other Information
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13-14
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
Index to Exhibits 17
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
A.O. SMITH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
AND RETAINED EARNINGS
Three and Six months ended June 30, 1997 and 1996
(000 omitted except for per share data)
(unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
EARNINGS 1997 1996 1997 1996
<S> <C> <C> <C> <C>
Electric Motor Technologies $110,771 $95,067 $204,698 $187,368
Water Systems Technologies 71,374 72,706 142,346 141,237
Storage & Fluid Handling Technologies 42,793 38,695 74,142 72,654
------- ------- ------- -------
NET SALES 224,938 206,468 421,186 401,259
Cost of products sold 176,296 161,803 329,746 316,174
------- ------- ------- -------
Gross profit 48,642 44,665 91,440 85,085
Selling, general and administrative expenses 29,845 27,558 57,238 54,732
Interest expense/(income)-net (915) 1,924 1,329 3,801
Other expense - net 759 1,812 1,691 3,199
------- ------ ------- -------
18,953 13,371 31,182 23,353
Provision for income taxes 6,694 5,174 11,085 8,983
------- ------ ------- -------
Earnings before equity in loss of joint ventures 12,259 8,197 20,097 14,370
Equity in loss of joint ventures (581) (904) (1,298) (1,310)
------- ------ ------- -------
EARNINGS FROM CONTINUING OPERATIONS 11,678 7,293 18,799 13,060
EARNINGS FROM DISCONTINUED OPERATIONS
Earnings (Less related income tax provisions
1997-$826 and $7,150; 1996-$5,999 and $12,379) 1,461 11,439 14,251 23,014
Gain on disposition (Less related income
tax provision of $58,056) (note 3) 94,616 - 94,616 -
------- ------ ------- -------
NET EARNINGS 107,755 18,732 127,666 36,074
RETAINED EARNINGS
Balance at beginning of period 341,712 287,955 325,361 273,751
Cash dividends on common shares (3,238) (3,556) (6,798) (6,694)
BALANCE AT END OF PERIOD $446,229 $303,131 $446,229 $303,131
======== ======== ======== ========
NET EARNINGS PER COMMON SHARE
Continuing Operations $ .62 $ .35 $ .96 $ .62
Discontinued Operations 5.09 .55 5.55 1.10
------- ------ -------- -------
NET EARNINGS $ 5.71 $ .90 $ 6.51 $ 1.72
------- ------ -------- -------
DIVIDENDS PER COMMON SHARE $ .17 $ .17 $ .34 $ .32
See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1--FINANCIAL STATEMENTS
A.O. SMITH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 1997 and December 31, 1996
(000 omitted)
(unaudited)
June 30, 1997 Dec. 31, 1996
ASSETS
CURRENT ASSETS
Cash and cash equivalents (note 2) $220,329 $6,405
Receivables 135,080 121,571
Inventories (note 4) 90,220 80,445
Deferred income taxes 12,400 12,416
Other current assets 4,860 4,537
Net current assets-discontinued
operations (note 3) - 13,836
------- -------
TOTAL CURRENT ASSETS 462,889 239,210
Investments in and advances to joint
ventures 20,716 14,579
Other assets 105,366 90,945
Property, plant and equipment 431,523 407,016
Less accumulated depreciation 232,724 224,416
------- -------
Net property, plant and equipment 198,799 182,600
Net long-term assets-discontinued
operations (note 3) 28,849 357,654
------- -------
TOTAL ASSETS $816,619 $884,988
======= =======
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1--FINANCIAL STATEMENTS
A.O. SMITH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 1997 and December 31, 1996
(000 omitted)
(continued...)
(unaudited)
June 30, 1997 Dec. 31, 1996
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade payables $61,402 $82,952
Accrued payroll and benefits 23,712 25,653
Accrued income taxes 51,273 1,351
Long-term debt due within one year 5,225 11,932
Other current liabilities 27,813 16,500
Net current liabilities-discontinued
operations (note 3) 8,639 -
------- -------
TOTAL CURRENT LIABILITIES 178,064 138,388
Long-term debt (note 5) 105,747 238,446
Other liabilities 41,833 35,244
Deferred income taxes 29,800 31,271
Postretirement benefit obligation 15,706 17,000
STOCKHOLDERS' EQUITY:
Class A common stock, $5 par value:
authorized 14,000,000 shares; issued
5,838,858 and 5,846,158 29,194 29,231
Common stock, $1 par value: authorized
60,000,000 shares; issued 15,860,792
and 15,853,492 15,861 15,853
Capital in excess of par value 71,642 69,410
Retained earnings (note 5) 446,229 325,361
Cumulative foreign currency translation
adjustments (9,074) (7,401)
Treasury stock at cost (108,383) (7,815)
------- -------
TOTAL STOCKHOLDERS' EQUITY 445,469 424,639
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $816,619 $884,988
======= =======
See accompanying notes to unaudited condensed consolidated
financial statements.
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1--FINANCIAL STATEMENTS
A.O. SMITH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended June 30, 1997 and 1996
(000 omitted)
(unaudited)
1997 1996
CASH FLOW FROM OPERATING ACTIVITIES
CONTINUING
Net earnings $ 18,799 $ 13,060
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation 11,708 10,971
Deferred income taxes (1,455) (2,997)
Equity in loss of joint ventures 1,298 1,310
Net change in current assets and
liabilities (20,209) 8,651
Net change in noncurrent assets
and liabilities 2,978 4,667
Other - net 4,619 1,397
-------- -------
CASH PROVIDED BY OPERATING ACTIVITIES 17,738 37,059
-------- -------
CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditures (23,801) (17,701)
Capitalized purchased software costs (730) (879)
Investment in joint ventures (9,022) (5,192)
Acquisition of business (net of
cash acquired) (59,897) (1,111)
-------- -------
CASH USED BY INVESTING ACTIVITIES (93,450) (24,883)
-------- -------
CASH FLOW FROM CONTINUING OPERATIONS
BEFORE FINANCING ACTIVITIES (75,712) 12,176
DISCONTINUED (note 3)
Cash provided / (used) by operating
activities (95,549) 55,954
Cash used by investing activities (52,456) (70,575)
Proceeds from disposition 727,423 -
Tax payments associated with disposition (45,213) -
-------- -------
CASH FLOW FROM DISCONTINUED OPERATIONS
BEFORE FINANCING ACTIVITIES 534,205 (14,621)
CASH FLOW FROM FINANCING ACTIVITIES
Long-term debt incurred - 12,261
Long-term debt retired (139,406) (3,725)
Purchase of common stock held
in treasury (101,579) -
Proceeds from common stock
options exercised 2,880 20
Tax benefit from exercise of
stock options 334 16
Dividends paid (6,798) (6,694)
-------- -------
CASH PROVIDED / (USED) BY
FINANCING ACTIVITIES (244,569) 1,878
-------- -------
Net increase / (decrease) in cash
and cash equivalents 213,924 (567)
Cash and cash equivalents-beginning of
period (note 2) 6,405 4,807
-------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $220,329 $ 4,240
======== ========
See accompanying notes to unaudited condensed consolidated
financial statements.
<PAGE>
A. O. SMITH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
(unaudited)
1. Basis of Presentation
The financial statements presented herein are based on interim
figures and are subject to audit. In the opinion of management, all
adjustments consisting of normal accruals considered necessary for
fair presentation of the results of operations and of financial
position have been made. The results of operations for the six-month
period ended June 30, 1997 are not necessarily indicative of the
results expected for the full year. The consolidated balance sheet
as of December 31, 1996 is derived from the audited financial
statements but does not include all disclosures required by generally
accepted accounting principles.
2. Statement of Cash Flows
For purposes of the Consolidated Statement of Cash Flows, cash and
cash equivalents include short-term investments held primarily for
cash management purposes. These investments normally mature within
three months from the date of acquisition.
3. Discontinued Operations
On January 27, 1997 the corporation reached a definitive agreement
with Tower Automotive, Inc. regarding the sale of A. O. Smith's
automotive products business. On April 18, 1997 the corporation
completed on this transaction receiving gross proceeds of
approximately $727 million, which reflect additional investment and
working capital changes from the initial price of $625 million and is
subject to final adjustment. The transaction excluded the sale of
the corporation's 40% interest in its Mexican automotive affiliate,
Metalsa S.A.
The results of the automotive products business have been reported
separately as discontinued operations. Prior year consolidated
financial statements have been restated to present the automotive
products business as discontinued.
4. Inventories
(000 omitted) June 30, 1997 December 31, 1996
Finished products $ 51,292 $ 51,706
Work in process 16,658 19,593
Raw materials 50,420 37,594
Supplies 1,738 1,368
-------- --------
120,108 110,261
Allowance to state
inventories at
LIFO cost 29,888 29,816
-------- --------
$ 90,220 $ 80,445
======== ========
5. Long-Term Debt
The corporation's long-term credit agreements contain certain
conditions and provisions which restrict the corporation's payment of
dividends. The company recently renegotiated some of its debt
covenants with respect to these agreements and if they had been in
effect at June 30, 1997 under the most restrictive of these
provisions, retained earnings of $145.5 million were unrestricted for
cash dividends and treasury stock purchases.
PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
FIRST SIX MONTHS OF 1997 COMPARED TO 1996
Sales of $224.9 million in the second quarter of 1997 surpassed last
year's second quarter by $18.4 million or about nine percent. Sales from
continuing operations for the first half of 1997 were $421.2 million or
five percent better than the $401.3 million of sales in the same period of
1996. Excluding the sales of UPPCO, the manufacturer of subfractional
motors acquired on March 31, 1997, the year over year sales comparison for
both the second quarter and first six months were flat.
Second quarter earnings from continuing operations were $11.7 million in
1997 or 60 percent higher than the $7.3 million earned in the second
quarter last year. On a per share basis, second quarter earnings
increased from $.35 in 1996 to $.62 in 1997. The corporation's 1997 first
half earnings from continuing operations increased to $18.8 million from
$13.1 million, or to $.96 per share from $.62 per share.
On April 18, 1997, the corporation sold its automotive products business
to Tower Automotive, Inc. The company received gross proceeds of
approximately $727 million which reflect additional investment and working
capital changes from the initial price of $625 million. The after-tax
gain on the sale was $94.6 million while after-tax earnings on the
operation of the business from January 1, 1997 through the sale date were
$14.3 million. Net earnings for the first half of the year including
those associated with the sale and operations of the automotive products
business were $127.7 million or $6.51 per share.
The corporation's Mexican automotive affiliate, Metalsa S. A. was not
included in the aforementioned sale to Tower Automotive. Negotiations
regarding the sale of the corporation's interest in this entity are
ongoing. The corporation's investment in Metalsa is reflected as a net
long-term asset of discontinued operations in the accompanying financial
statements.
Certain reserves associated with the disposition of the automotive
business are shown as net current liabilities of discontinued operations
while approximately $45 million of unpaid taxes associated with the gain
on the sale are reflected as income taxes payable.
The gross profit margin through the first half of the year was 21.7
percent, improved from a 21.2 percent margin for the same period last
year. The increase in the first half was due mostly to the absence of the
industry-wide pricing concessions that were prevalent throughout the water
heater industry in 1996 which adversely affected the Water Systems
Technologies segment. The second quarter gross profit margin was 21.6
percent in both 1997 and 1996. The favorable impact of better pricing for
water heaters in 1997 was offset by lower margins in the other two
segments.
Second quarter sales for Electric Motor Technologies were $110.8 million
or $15.7 million higher than the same period last year. Excluding
approximately $18 million of second quarter sales associated with the
UPPCO acquisition, sales for this segment declined from the prior year
second quarter. The volume decline was due to the abnormally cool summer
weather that has occurred throughout the country and resulted in depressed
sales of air conditioners and swimming pool pumps. Sales through the
first half of 1997 for this segment were $204.7 million including the
UPPCO sales, compared with $187.4 million for the same period in 1996.
Operating earnings for the Electric Motors Technologies segment for the
second quarter and the first half of 1997 improved approximately 7 percent
over their respective periods in 1996. Most of the increase in earnings
was due to the additional volume associated with the UPPCO acquisition.
Second quarter sales for Water Systems Technologies decreased 1.8 percent
from the second quarter of 1996. There were two major causes for the sales
decline. First, weakness in the residential water heater market offset
volume increases in the commercial market. Secondly, the second quarter
of 1996 benefited from a surge in demand in anticipation of the conclusion
of an industry-wide volume discount program. Sales were essentially flat
for the first six months of 1997 compared with 1996.
Water Systems Technologies profits for both the second quarter and first
half were up more than 21 percent over the same periods in 1996. Although
sales did not change significantly from 1996 levels, better pricing due to
the absence of industry-wide discounting which was prevalent in the first
half of 1996 resulted in improved profits.
Second quarter sales for the Storage & Fluid Handling segment were $42.8
million or nearly 11 percent higher than the second quarter of 1996. The
increase in sales was attributable to a strong market for dry storage
applications and fiberglass piping sales to the chemical industry. The
market for liquid storage tanks continued to trail the prior year due to
weaker demand by municipal water treatment customers. Year-to-date sales
for this segment reflected a two percent increase over the first half of
1996.
1997 second quarter earnings for Storage & Fluid Handling Technologies
were higher than the second quarter of 1996 as a result of the increased
volume and a more favorable sales mix for fiberglass piping. Earnings for
this segment through the first half of the year were slightly higher than
the first six months of 1996 as the impact of lower volume for liquid
storage tanks was more than offset by increased volumes for dry storage
tanks and the previously mentioned favorable sales mix for fiberglass
piping.
Selling, general and administrative (SG&A) expenses for the second quarter
were $2.3 million higher than the same period in 1996 and remained
constant as a percent of sales for the 1996 and 1997 second quarters. A
portion of the increase in SG&A was due to the inclusion of UPPCO's SG&A's
expense.
During the second quarter, the corporation recognized net interest income
of $.9 million compared to net interest expense of $1.9 million in the
second quarter of 1996 as approximately $3.0 million of interest income
from investing the cash proceeds of the automotive business sale was
recognized in the second quarter of 1997.
The effective tax rate for the first half of 1997 was 35.5 percent
compared with a rate of 38.5 percent for the first half of 1996. The 1997
rate benefited from the impact of the utilization of state tax loss
carryforwards associated with a liquidated subsidiary as well as research
and development tax credits.
During the first half of 1997, the corporation was a party to futures
contracts for the purposes of hedging a portion of certain raw material
purchases. The corporation was also a party to forward foreign exchange
contracts to hedge foreign currency transactions consistent with its
committed exposures. Had these contracts not been in place, the net
earnings of the corporation would not have been materially affected in the
first half of 1997.
Liquidity and Capital Resources
The corporation's working capital from continuing operations was $293.5
million at June 30, 1997 compared with $87.0 million at December 31, 1996.
The majority of the increase is attributed to the cash proceeds that the
corporation received from the sale of its automotive products business.
The corporation plans to use the cash to continue to repurchase stock and
make acquisitions in its three core businesses. Cash flow from operations
was $87.9 million less than the same period last year primarily due to the
$60 million acquisition of UPPCO in the first quarter of 1997 as well as
higher investments in capital expenditures and joint ventures.
As mentioned in prior SEC filings, a portion of the after-tax cash
proceeds from the sale of the automotive products business was used to pay
down debt and repurchase stock. The corporation's total debt decreased
$139.4 million from $250.4 million at the end of December 1996 to $111.0
million at the end of June 1997. As of June 30, 1997, three million
shares of stock had been repurchased for $101.6 million. On June 10,
1997, the corporation's Board of Directors authorized the repurchase of up
to $80 million of additional common stock. This authorization is in
addition to the 3 million shares the Board approved for repurchase on
January 28, 1997.
Capital expenditures of continuing operations during the first six months
of 1997 were $23.8 million, $6.1 million higher than during the same
period last year. The increase in capital expenditures is primarily
attributable to the purchase of new equipment for the hermetic HVAC motor
operations of the Electric Motor Technologies business. The corporation
expects that cash flow from continuing operations will cover 1997 capital
expenditures.
At its June 10, 1997 meeting, A. O. Smith's Board of Directors declared a
regular quarterly dividend at $.17 per share on its common stock (Classes
A and Common). The dividend is payable on August 15, 1997 to shareholders
of record July 31, 1997.
Forward Looking Statements
Certain statements in this report are forward-looking statements.
Although the corporation believes that its expectations are based upon
reasonable assumptions within the bounds of its knowledge of its business,
there can be no assurance that its financial goals will be realized.
Although a significant portion of the corporation's sales are derived from
the replacement of previously installed product and such sales are
therefore less volatile, numerous factors may affect actual results and
may cause results to differ materially from those expressed in forward-
looking statements made by or on behalf of the corporation. Among such
numerous factors the corporation includes the continued strong growth of
the worldwide heating, ventilating and air conditioning market, the
stability of the pricing environment for residential water heaters and the
successful implementation of the corporation's joint venture strategies in
China.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The corporation is involved in various unresolved legal actions,
administrative proceedings and claims in the ordinary course of its
business involving product liability, property damage, insurance coverage,
patents and environmental matters including the disposal of hazardous
waste. Although it is not possible to predict with certainty the outcome
of these unresolved legal actions or the range of possible loss or
recovery, the corporation believes these unresolved legal actions will not
have a material effect on its financial position or results of operations.
There have been no material changes in the environmental matters
previously reported in Part 1, Item 3 in the corporation's annual report
on Form 10-K Report for the year ended December 1996, and Part 2, Item 1
in the quarterly report on Form 10-Q for the quarter ended March 31, 1997
which are incorporated herein by reference.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 21, 1997, the corporation mailed a proxy statement to its
stockholders relating to the annual meeting of stockholders on May 21,
1997. The annual meeting included the election of directors and the
consideration and action upon proposals to approve the Amended and
Restated A. O. Smith Corporation Executive Compensation Plan and to
approve the ratification of Ernst & Young LLP as the independent auditors
of the corporation for 1997 and to act upon two stockholder proposals to
separate the position of Chairman and President and concerning executive
compensation review.
On May 1, 1997 Mr. Russell G. Cleary, a director of the Company since 1984
and a nominee for election passed away. On May 19, 1997 the Board of
Directors reduced the size of the Board from nine directors to eight
thereby eliminating the position for which Mr. Cleary was nominated.
Directors are elected by a plurality of the votes cast, by proxy or in
person, with the holders voting as separate classes. A plurality of votes
means that the nominees who receive the greatest number of votes cast are
elected as directors. Consequently, any shares which are not voted,
whether by abstention, broker non-votes or otherwise, will have no effect
on the election of directors.
For all matters considered at the meeting except the election of
directors, both class A common and regular common stock vote together,
with the Class A Common Stock entitled to one vote per share and the
Common Stock entitled to 1/10th vote per share. An abstention will have
the same effect as a "no" vote. Where brokers withhold voting authority,
a broker non-vote will have no effect on the outcome.
1. Election of Directors
Votes Broker
Votes For Withheld Non-Votes
Class A Common Stock Directors
Tom H. Barrett 5,641,159 4,096 0
Glen R. Bomberger 5,641,155 4,100 0
Robert J. O'Toole 5,638,239 7,016 0
Donald J. Schuenke 5,641,090 4,165 0
Arthur O. Smith 5,641,169 4,086 0
Bruce M. Smith 5,641,169 4,086 0
Common Stock Directors
Leander W. Jennings 11,236,032 107,541 0
Dr. Agnar Pytte 11,236,173 107,400 0
2. Approve the Amended and Restated A. O. Smith Corporation Executive
Incentive Compensation Plan
Votes Broker
Votes For Against Abstentions Non-Votes
COMBINED CLASS VOTE:
Class A Common Stock and
Common Stock (1/10th vote) 6,742,212 23,852 13,548 0
3. Ratification of Ernst & Young LLP as Independent Auditors
Votes Broker
Votes For Against Abstentions Non-Votes
COMBINED CLASS VOTE:
Class A Common Stock and
Common Stock (1/10th vote) 6,771,541 2,915 5,156 0
4. Stockholder Proposal to Separate the Position of Chairman and
President
Votes Broker
Votes For Against Abstentions Non-Votes
COMBINED CLASS VOTE:
Class A Common Stock and
Common Stock (1/10th vote) 159,837 6,440,059 31,735 0
5. Stockholder Proposal Concerning Executive Compensation Review
Votes Broker
Votes For Against Abstentions Non-Votes
COMBINED CLASS VOTE:
Class A Common Stock and
Common Stock (1/10th vote) 106,937 6,488,020 36,673 0
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
A current report on Form 8-K was voluntarily filed by the corporation
on May 5, 1997. The Form 8-K stated that on April 18, 1997, the
corporation consummated the sale of its automotive products business
to Tower Automotive, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
A. O. SMITH CORPORATION
August 13, 1997 /s/ John J. Kita
John J. Kita
Vice President,
Treasurer and Controller
August 13, 1997 /s/ G. R. Bomberger
G. R. Bomberger
Executive Vice President
and Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
(27) Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF A.O. SMITH CORPORATION AS OF AND FOR THE
SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 6,862
<SECURITIES> 213,467
<RECEIVABLES> 135,080
<ALLOWANCES> 0
<INVENTORY> 90,220
<CURRENT-ASSETS> 462,889
<PP&E> 431,523
<DEPRECIATION> (232,724)
<TOTAL-ASSETS> 816,619
<CURRENT-LIABILITIES> 178,064
<BONDS> 105,747
8,314
0
<COMMON> 0
<OTHER-SE> 437,155
<TOTAL-LIABILITY-AND-EQUITY> 816,619
<SALES> 421,186
<TOTAL-REVENUES> 421,186
<CGS> 329,746
<TOTAL-COSTS> 329,746
<OTHER-EXPENSES> 55,569
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,689
<INCOME-PRETAX> 31,182
<INCOME-TAX> 11,085
<INCOME-CONTINUING> 18,799
<DISCONTINUED> 108,867
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 127,666
<EPS-PRIMARY> 6.51
<EPS-DILUTED> 6.51
</TABLE>
