AO Smith : Initial filing by director officer or owner of more than ten percent.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF

SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Employee stock options were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 13,200 were granted on 02/09/2009; 6,600 were granted on

02/08/2010; 5,600 were granted on 02/07/2011; 9,600 were granted on 02/13/2012; 8,400 were granted on 02/11/2013; 5,000 were granted on 02/10/2014; 7,570 were granted on 02/09/2015; 8,800 were granted on 02/08/2016; 5,565 were granted on 02/13/2017; and 5,000 were granted on 02/12/2018. Stock options become exercisable in three annual installments of 1/3 of the award starting one year after the grant date. All employee stock options expire ten years after the date of the award.

2. Restricted stock units were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 2,190 were granted on 02/08/2016; 1,445 were granted on

02/13/2017 and 1,200 were granted on 02/12/2018. The restricted stock units become payable in Common Stock on the vesting date, which is three years after the grant date.

Remarks:

James F. Stern, Attorney-in-04/10/2018

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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

Know all by these presents, that, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the undersigned hereby constitutes and appoints each of James F. Stern, Karen K. Duke and Wendy L. Grant, a

• (1) execute for and on behalf of the undersigned (in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act")), in the undersigned's capacity as an officer of A. O. Smit

• (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission

• (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood th

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein g

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier re

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of March, 2018.

/s/Wallace E. Goodwin