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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
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
FirstName LastNameCharles Lauber
operations. Include quantitative information regarding these types of
transactions for each
Comapany NameA.
of the periodsO.
forSmith
whichCorporation
financial statements are presented in your
Form 10-K and for
future
September 9, periods as part
2022 Page 2 of your response.
FirstName LastName
Charles Lauber
FirstName
A. O. SmithLastNameCharles Lauber
Corporation
Comapany 9,
September NameA.
2022 O. Smith Corporation
September
Page 3 9, 2022 Page 3
FirstName LastName
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