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, 1998
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, 1998: 8,722,161
Common Stock Outstanding as of July 31, 1998: 14,876,148
Exhibit Index Page 15
<PAGE>
Index
A. O. Smith Corporation
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Earnings, Comprehensive Earnings
and Retained Earnings
- Three and Six months ended June 30, 1998 and 1997 3
Condensed Consolidated Balance Sheet
- June 30, 1998 and December 31, 1997 4
Condensed Consolidated Statement of Cash Flows
- Six months ended June 30, 1998 and 1997 5
Notes to Condensed Consolidated Financial Statements
- June 30, 1998 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-11
Part II. Other Information
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12-13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Index to Exhibits 15
<PAGE>
PART I--FINANCIAL INFORMATION
-----------------------------
ITEM 1--FINANCIAL STATEMENTS
----------------------------
<TABLE>
A.O. SMITH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS,
COMPREHENSIVE EARNINGS AND RETAINED EARNINGS
Three and Six months ended June 30, 1998 and 1997
(000 omitted except for per share data)
(unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
EARNINGS 1998 1997 1998 1997
-------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Electric Motor Technologies $ 113,765 $ 110,771 $ 225,604 $ 204,698
Water Systems Technologies 74,295 71,374 148,849 142,346
Storage & Fluid Handling Technologies 38,620 42,793 75,182 74,142
-------- -------- -------- --------
NET SALES 226,680 224,938 449,635 421,186
Cost of products sold 178,827 176,296 356,013 329,746
-------- -------- -------- --------
Gross profit 47,853 48,642 93,622 91,440
Selling, general and administrative expenses 26,381 29,845 54,281 57,238
Interest expense 1,593 2,445 3,217 4,689
Interest income (1,309) (3,302) (3,021) (3,360)
Other expense - net 692 701 1,414 1,691
-------- -------- -------- --------
20,496 18,953 37,731 31,182
Provision for income taxes 7,193 6,694 13,231 11,085
-------- -------- -------- --------
Earnings before equity in loss of joint ventures 13,303 12,259 24,500 20,097
Equity in loss of joint ventures (674) (581) (1,693) (1,298)
-------- -------- -------- --------
EARNINGS FROM CONTINUING OPERATIONS $ 12,629 $ 11,678 $ 22,807 $ 18,799
EARNINGS FROM DISCONTINUED OPERATIONS
Earnings (less related income tax provisions
1997-$826 and $7,150) - 1,461 - 14,251
Gain on disposition (less related income
tax provision of $58,056) - 94,616 - 94,616
-------- -------- -------- --------
NET EARNINGS $ 12,629 $ 107,755 $ 22,807 $ 127,666
Other comprehensive earnings, net of income tax
Foreign currency translation (less related
income tax benefit 1998-$5 and $128;
1997-$457 and $661) (6) (700) (195) (1,012)
-------- -------- -------- --------
COMPREHENSIVE EARNINGS $ 12,623 $ 107,055 $ 22,612 $ 126,654
======== ======== ======== ========
RETAINED EARNINGS
-----------------
Balance at beginning of period 473,941 341,712 466,514 325,361
Net earnings 12,629 107,755 22,807 127,666
Cash dividends on common shares (2,674) (3,238) (5,425) (6,798)
-------- -------- -------- --------
BALANCE AT END OF PERIOD $ 483,896 $ 446,229 $ 483,896 $ 446,229
======== ======== ======== ========
BASIC EARNINGS PER COMMON SHARE (note 5):
Continuing Operations $ .54 $ .41 $ .96 $ .64
Discontinued Operations - 3.40 - 3.70
-------- -------- -------- --------
NET EARNINGS $ .54 $ 3.81 $ .96 $ 4.34
-------- -------- -------- --------
DILUTED EARNINGS PER COMMON SHARE (note 5):
Continuing Operations $ .52 $ .40 $ .93 $ .63
Discontinued Operations - 3.33 - 3.63
-------- -------- -------- --------
NET EARNINGS $ .52 $ 3.73 $ .93 $ 4.26
-------- -------- -------- --------
DIVIDENDS PER COMMON SHARE (note 5) $ .11 $ .11 $ .23 $ .23
</TABLE>
See accompanying notes to unaudited condensed consolidated financial
statements.
<PAGE>
<TABLE>
A.O. SMITH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 1998 and December 31, 1997
(000 omitted)
(unaudited)
June 30, 1998 December 31, 1997
ASSETS ------------- -----------------
------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents (note 2) $ 99,672 $ 145,896
Receivables 146,764 126,232
Inventories (note 3) 78,159 79,049
Deferred income taxes 9,707 11,849
Other current assets 4,190 2,702
--------- ---------
TOTAL CURRENT ASSETS 338,492 365,728
Property, plant and equipment 458,255 450,147
Less accumulated depreciation 250,518 242,391
--------- ---------
Net property, plant and equipment 207,737 207,756
Investments in and advances to joint ventures 29,660 25,605
Other assets 69,809 65,644
Goodwill 50,925 51,783
--------- ---------
TOTAL ASSETS $ 696,623 $ 716,516
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade payables $ 57,137 $ 61,299
Accrued payroll and benefits 24,948 26,397
Product warranty 7,492 7,972
Accrued income taxes 282 6,607
Long-term debt due within one year 5,566 5,590
Other current liabilities 22,757 20,017
--------- ---------
TOTAL CURRENT LIABILITIES 118,182 127,882
Long-term debt (note 4) 100,190 100,972
Other liabilities 55,120 59,515
Deferred income taxes 30,264 28,442
STOCKHOLDERS' EQUITY (note 5):
Class A common stock, $5 par value: authorized
14,000,000 shares; issued 8,753,901 43,770 29,192
Common stock, $1 par value: authorized 60,000,000
shares; issued 23,795,574 23,796 15,861
Capital in excess of par value 50,776 72,542
Retained earnings (note 4) 483,896 466,514
Cumulative foreign currency translation adjustments (1,902) (1,579)
Treasury stock at cost (207,469) (182,825)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 392,867 399,705
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 696,623 $ 716,516
========= =========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial
statements
<PAGE>
<TABLE>
A.O. SMITH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended June 30, 1998 and 1997
(000 omitted)
(unaudited)
Six Months Ended
June 30
1998 1997
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
CONTINUING
Net earnings $ 22,807 $ 18,799
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 13,443 12,708
Deferred income taxes 3,964 (1,455)
Equity in loss of joint ventures 1,693 1,298
Net change in current assets and liabilities (28,549) (18,318)
Net change in noncurrent assets and liabilities (9,441) 656
Other - net 537 491
--------- ---------
CASH PROVIDED BY OPERATING ACTIVITIES 4,454 14,179
--------- ---------
INVESTING ACTIVITIES
Capital expenditures (12,367) (23,801)
Capitalized purchased software costs (547) (730)
Investment in joint ventures (5,748) (7,436)
Acquisition of business (net of cash acquired) - (59,897)
--------- ---------
CASH USED BY INVESTING ACTIVITIES (18,662) (91,864)
--------- ---------
CASH USED BY CONTINUING OPERATIONS
BEFORE FINANCING ACTIVITIES (14,208) (77,685)
DISCONTINUED
Cash provided / (used) by discontinued operations
before financing activities (1,196) 536,178
FINANCING ACTIVITIES
Long-term debt incurred 819 -
Long-term debt retired (1,625) (139,406)
Purchase of common stock held in treasury (24,860) (101,579)
Proceeds from common stock options exercised 202 2,880
Tax benefit from exercise of stock options 69 334
Dividends paid (5,425) (6,798)
--------- ---------
CASH USED BY FINANCING ACTIVITIES (30,820) (244,569)
--------- ---------
Net increase / (decrease) in cash and cash equivalents (46,224) 213,924
Cash and cash equivalents-beginning of period (note 2) 145,896 6,405
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 99,672 $ 220,329
========= =========
</TABLE>
See accompanying notes to unaudited condensed consolidated financial
statements.
<PAGE>
A. O. SMITH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998
(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, 1998 are not necessarily indicative of
the results expected for the full year. The consolidated balance
sheet as of December 31, 1997 is derived from the audited financial
statements but does not include all disclosures required by
generally accepted accounting principles. Certain prior year
amounts have been reclassified to conform to the 1998 presentation.
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. Inventories
(000 omitted) June 30, 1998 December 31, 1997
------------- ------------- -----------------
Finished products $ 42,860 $ 45,091
Work in process 17,923 19,656
Raw materials 46,075 42,870
Supplies 1,611 1,634
-------- --------
108,469 109,251
Allowance to state inventories
at LIFO cost 30,310 30,202
-------- --------
$ 78,159 $ 79,049
======== ========
4. Long-Term Debt
The company's long-term credit agreements contain certain conditions
and provisions which restrict the company's payment of dividends.
Under the most restrictive of these provisions retained earnings of
$68.4 million were unrestricted as of June 30, 1998 for cash
dividends and treasury stock purchases.
5. Stockholders' Equity
On June 9, 1998 the company's Board of Directors declared a three-
for-two stock split of the company's Class A Common Stock and Common
Stock to be effected in the form of a stock dividend to shareholders
of record on July 31, 1998 and payable on August 17, 1998. All
earnings and dividend per share calculations presented in this report
include the impact of the stock split. At June 30, 1998, 31,740 and
8,925,960 shares of Class A Common Stock and Common Stock,
respectively, were held as Treasury Stock.
6. New Accounting Standard
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No.133, "Accounting
for Derivative Instruments and Hedging Activities", which is required
to be adopted in years beginning after June 15, 1999. Early adoption
of the Statement is permitted. The Statement will require the Company
to recognize all derivatives in the balance sheet at fair value. The
Company has not yet determined what the effect of Statement No. 133
will be on earnings and the financial position of the Company.
<PAGE>
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 1998 COMPARED TO 1997
-----------------------------------------
Sales of $226.7 million in the second quarter of 1998 were relatively flat
compared with sales in the second quarter of 1997. Higher sales at Water
Systems and Electric Motors essentially offset a 10% decline in sales at
Storage & Fluid Handling. Sales for the first half of 1998 were $449.6
million or nearly 7 percent higher than the $421.2 million of sales in the
same period last year, primarily as the result of the acquisition of Uppco
on March 31, 1997.
Second quarter earnings from continuing operations of $12.6 million
surpassed last year's second quarter earnings of $11.7 million by
approximately $.9 million or 8 percent. The increase is the result of
higher operating profit at Water Systems and lower selling, general and
administrative expense compared with 1997. Earnings for the first half of
1998 were $22.8 million, or 21 percent higher than earnings of $18.8
million in the first half of 1997. On a per share basis, second quarter
diluted earnings from continuing operations increased from $.40 in 1997 to
$.52 in 1998, reflecting the additional earnings as well as the benefit of
the company's stock repurchase program. Diluted earnings per share for
the first half of 1998 were $.93 per share compared to $.63 per share in
the same period last year.
On June 9, 1998 the company's Board of Directors declared a three-for-two
stock split of the company's Class A Common Stock and Common Stock. The
stock split is to be effected in the form of a stock dividend to
stockholders of record on July 31, 1998 and payable on August 17, 1998.
All earnings and dividend per share calculations presented in this report
include the impact of the stock split.
The gross profit margin for the second quarter of 1998 declined from 21.6
percent last year to 21.1 percent in 1998. The year-to-date gross profit
margin in 1998 was 20.8 percent compared to 21.7 percent for the same
period in 1997. The decline in both the second quarter and year-to-date
margins for 1998 when compared to the same periods in 1997 was primarily
the result of lower pricing in the Electric Motor Technologies segment.
Second quarter sales of Electric Motor Technologies were $113.8 million,
or $3.0 million higher than the second quarter of 1997. Stronger sales of
pump, subfractional, and air-moving motors helped offset lower
international sales. Year-to-date sales for this segment were $225.6
million, compared to $204.7 million for the same period in 1997, with most
of the year-to-year increase attributable to the acquisition of UPPCO on
March 31, 1997.
Operating profits for the Electric Motor Technologies segment in the
second quarter and the first six months of 1998 were lower than the prior
year due to lower pricing.
On July 1, 1998 the company acquired General Electric Company's domestic
compressor motor business from the GE Industrial Controls Systems Division
for $120 million, subject to adjustment. GE's compressor motor
operations, based in Scottsville, KY., manufactures one-half through six
horsepower motors. The business's annual sales are expected to be
approximately $130 million in 1999.
Second quarter sales for Water Systems Technologies were $74.3 million in
1998 or 4.1% higher than 1997 second quarter sales of $71.4 million, due
to stronger sales of both residential and commercial water heaters. Sales
for the first half of 1998 were 4.6% higher than the same period last
year.
Water Systems Technology operating profits for the second quarter and
first half of 1998 increased from the same periods in the prior year. The
improvement was due to volume increases and better pricing for commercial
product.
Second quarter sales in the Storage & Fluid Handling segment decreased 10%
from $42.8 million in 1997 to $38.6 million in 1998, primarily as a result
of lower sales to both chemical and petroleum production markets. The
soft demand for fiberglass products is attributed to weak oil and chemical
prices. Second quarter sales of storage tanks also declined from the
second quarter of 1997 due to weakness resulting from wet weather in
domestic locations, which constrained construction projects. Year-to-date
sales in 1998 for this segment were approximately flat compared with the
prior year.
Operating profits for the Storage & Fluid Handling segment for the quarter
and the first six months were higher than the prior year as a result of
cost reduction actions taken in late 1997.
Selling, general and administrative (SG&A) expenses for the second quarter
were $3.5 million lower than the same period in 1997. As a percent of
sales, SG&A expense decreased from 13.3% in 1997 to 11.6% in 1998. The
decline in SG&A came as a result of the company's continued effort to
lower administrative expense at both corporate and operating unit levels
as well as actions taken in 1997 to reduce costs in the company's
financial services operation.
The company recognized net interest expense of $0.3 million in the second
quarter of 1998, compared to net interest income of $0.9 in the second
quarter of 1997. The variance in year-to-year net interest is associated
with the company's use of funds for its stock repurchase program.
The second quarter effective tax rate was 35.1%, compared to 35.3% in the
same period last year, as the company continues to benefit from the impact
of its foreign sales corporation as well as research and development tax
credits.
After-tax equity in losses of the company's Chinese joint ventures was
$0.7 million in the second quarter of 1998 compared to $0.6 million in the
second quarter of 1997. The company anticipates that current year losses
for the ventures will be comparable to 1997.
During 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 131, "Disclosure about Segments
of an Enterprise and Related Information", which is effective for the
company for the year ended December 31, 1998. Implementation of this
statement will not have any impact on A.O. Smith Corporation's results of
operations, financial position or cash flows.
During the first half of 1998, the company was a party to futures
contracts for the purposes of hedging a portion of certain raw material
purchases. The company 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 company would not have been materially affected. As
discussed in Note 6 to the financial statements the Financial Accounting
Standards Board has issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The Company has not yet determined
what the effect of Statement No. 133 will be on earnings and the financial
position of the company.
Liquidity & Capital Resources
-----------------------------
The company's working capital was $220.3 million at June 30, 1998 compared
to $237.8 million at December 31, 1997, a decline of $17.5 million. The
reduction was primarily attributable to a change in cash and cash
equivalents which were $46.2 million lower at June 30, 1998 than at year
end 1997. The decline in cash was primarily the result of stock
repurchases in the amount of $24.9 million and a $20.5 million sales-
related increase in accounts receivable. Cash flow from operations was
$3.6 million higher than the same period last year when adjusted for the
$60 million acquisition of UPPCO in the first quarter of 1997.
Capital expenditures during the first half of 1998 were $12.4 million
compared with $23.8 million during the same period last year. The company
expects lower capital spending in 1998 compared with 1997, and it expects
capital expenditures to be covered by 1998 cash flow.
The company repurchased 584,800 shares of its common stock during the
first six months of 1998 under the company's stock repurchase program.
Since the program's inception in January of 1997, approximately 5.4
million shares have been repurchased. As of the end of June 1998, $32.6
million remained of the $50 million authorization granted in December of
1997.
On July 1, 1998, the company purchased substantially all of the assets of
General Electric Company's domestic compressor motor business for $120
million, subject to adjustments. The acquisition was funded with
available cash and proceeds from the issuance on July 1, 1998 of $30
million in senior notes under a loan facility with The Prudential
Insurance Company of America. The notes mature in 2018 and carry an
interest rate of 6.66%.
At its June 9, 1998 meeting, A. O. Smith's Board of Directors approved a
plan to split the company's stock 3-for-2 in the form of a 50 percent
stock dividend on its common stock (Classes A and Common). The dividend
is payable on August 17, 1998 to shareholders of record on July 31, 1998.
The stock dividend will increase the number of common stock and Class A
common stock shares outstanding to approximately 23.6 million shares. The
Board also voted to increase the company's quarterly cash dividend by six
percent to $.12 per share (post-split). The dividend is also payable on
August 17 to shareholders of record on July 31.
Year 2000
Relative to the Year 2000, the company has conducted a comprehensive
review of its computer systems (including hardware, software and embedded
systems) to identify those systems that could be affected by this issue
and has initiated a company wide project to resolve any potential issues.
The company believes that all modifications, enhancements, and deployment
of Year 2000-ready systems will be completed in early 1999, allowing
adequate time for testing. The company does not expect the costs to be
incurred over the next 18 months to have a material effect on its
financial position or results of operations.
Forward Looking Statements
Certain statements in this report are forward-looking statements.
Although the company 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 company'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 company. Among such numerous
factors the company includes the continued growth of the worldwide
heating, ventilating and air conditioning market; the weather and its
impact on the heating and air conditioning market; the stability of the
pricing environment for residential water heaters; and the successful
implementation of the company's joint venture strategies in China.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The company 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 company 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 company's annual report on
Form 10-K for the year ended December 1997.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
On March 2, 1998, the corporation mailed a proxy statement to its
stockholders relating to the annual meeting of stockholders on April 8,
1998. The annual meeting included the election of directors and the
consideration and action upon a proposal to approve the ratification of
Ernst & Young LLP as the independent auditors of the corporation for 1998.
Directors are elected by a plurality of 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 nonvotes or otherwise, will have no effect
on the election of directors.
For all other matters considered at the meeting, both classes of stock
vote together as a single class, with the Class A Common Stock entitled to
one vote per share and the Common Stock entitled to 1/10th vote per share.
All such other matters are decided by a majority of the votes cast. On
such other matters, an abstention will have the same effect as a "no" vote
but, because shares held by brokers will not be considered to vote on
matters as to which the brokers withhold authority, a broker nonvote will
have no effect on the vote.
1. Election of Directors
Class A Common Broker
Stock Directors Votes For Votes Withheld Nonvotes
Tom H. Barrett 5,713,344 1,844 0
Glen R. Bomberger 5,713,344 1,844 0
Robert J. O'Toole 5,713,344 1,844 0
Donald J. Schuenke 5,712,877 2,311 0
Arthur O. Smith 5,713,344 1,844 0
Bruce M. Smith 5,713,344 1,844 0
Broker
Common Stock Directors Votes For Votes Withheld Nonvotes
Kathleen J. Hempel 9,045,831 28,470 0
Agnar Pytte 9,049,551 28,750 0
2. Ratification of Ernst & Young LLP as Independent Auditors
Votes Broker
COMBINED CLASS VOTE: Votes For Against Abstentions
Class A Common Stock and
Common Stock (1/10th vote) 6,618,889 2,293 1,436
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the company in the second
quarter of 1998.
<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 14, 1998 /s/ John J. Kita
John J. Kita
Vice President,
Treasurer and Controller
August 14, 1998 /s/ G. R. Bomberger
G. R. Bomberger
Executive Vice President
and Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description
------- -----------
(27) Restated Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS OF A.O. SMITH CORPORATION AS OF AND FOR THE
SIX MONTHS ENDED JUNE 30, 1998 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-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 5,845
<SECURITIES> 93,827
<RECEIVABLES> 146,764
<ALLOWANCES> 0
<INVENTORY> 78,159
<CURRENT-ASSETS> 338,492
<PP&E> 458,255
<DEPRECIATION> (250,518)
<TOTAL-ASSETS> 696,623
<CURRENT-LIABILITIES> 118,182
<BONDS> 100,190
67,566
0
<COMMON> 0
<OTHER-SE> 325,301
<TOTAL-LIABILITY-AND-EQUITY> 696,623
<SALES> 449,635
<TOTAL-REVENUES> 449,635
<CGS> 356,013
<TOTAL-COSTS> 356,013
<OTHER-EXPENSES> 52,674
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,217
<INCOME-PRETAX> 37,731
<INCOME-TAX> 13,231
<INCOME-CONTINUING> 22,807
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,807
<EPS-PRIMARY> 0.96
<EPS-DILUTED> 0.93
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<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
45,055
0
<COMMON> 0
<OTHER-SE> 400,414
<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> 4.34
<EPS-DILUTED> 4.26
</TABLE>
