Smith AO Corp – ‘10-K’ for 12/31/99

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         46    238K 
 2: EX-21       Subsidiaries                                           1      6K 
 3: EX-23       Consent                                                1      6K 
 4: EX-27       Financial Data Schedule                                1      8K 
 5: EX-27.1     Financial Data Schedule                                1      8K 
 6: EX-27.2     Restated Financial Data Schedule                       1      8K 

10-K   —   Annual Report
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 10-K

 X     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934                                                       
For the fiscal year ended December 31, 1999                       

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

Securities registered pursuant to Section 12(b) of the Act:                     

                         Shares of Stock Outstanding    Name of Each Exchange on
Title of Each Class           January 31, 2000              Which Registered    
-------------------      ---------------------------    ------------------------
Class A Common Stock               8,690,325             American Stock Exchange
(par value $5.00 per share)                                                     

Common Stock                      14,710,552             New York Stock Exchange
(par value $1.00 per share)                                                     
Securities registered pursuant to Section 12(g) of the Act:  None.              

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__                                               

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]                                                                  

The  aggregate  market  value  of  voting  stock  held by  nonaffiliates  of the
registrant was $13,321,301 for Class A Common Stock and  $248,682,305 for Common
Stock as of January 31, 2000.                                                   

Documents Incorporated by Reference:                                            
1.   Portions of the company's  definitive  Proxy  Statement for the 2000 Annual
     Meeting of  Stockholders  (to be filed  with the  Securities  and  Exchange
     Commission  under  Regulation  14A  within  120 days  after  the end of the
     registrant's  fiscal year and,  upon such  filing,  to be  incorporated  by
reference in Part III).                                               

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PART 1

ITEM 1 - BUSINESS                                                               
-----------------                                                               

A. O. Smith Corporation serves customers worldwide and is organized according to
the  products  it  offers.  Under this  organizational  structure,  the  company
consists  of two  platforms,  Electric  Motor  Technologies  and  Water  Systems
Technologies.  The company's Electric Motor Technologies segment is one of North
America's largest  manufacturers of fractional  horsepower,  integral horsepower
Alternating  Current  (A/C) and Direct  Current  (D/C),  and  hermetic  electric
motors.  The Water Systems  Technologies  segment is a leading  manufacturer  of
residential  and commercial gas and electric water heating  equipment and copper
tube boilers.                                                                   

In January 2000,  the company  decided to divest its Storage and Fluid  Handling
Technologies businesses. The operating results of the discontinued business have
been  reported  separately  as  discontinued   operations  in  the  accompanying
financial  statements.  See  Note 3 to the  Consolidated  Financial  Statements,
entitled "Discontinued Operations" which appears elsewhere herein.              

On August 2, 1999, the company  acquired  MagneTek,  Inc.'s  worldwide  electric
motor business for $245 million. The acquired MagneTek business,  engaged in the
marketing and  manufacture  of fractional  and integral  horsepower  A/C and D/C
motors, contributed approximately $145 million of 1999 sales.                   

The following table  summarizes  sales by segment for the company's  operations.
This segment summary and all other information  presented in this section should
be read in conjunction with the Consolidated  Financial Statements and the Notes
thereto, which appear elsewhere herein.                                         

                                   Years Ended December 31 (dollars in millions)
                                   ---------------------------------------------

                                  1999      1998      1997      1996      1995
                                  ----      ----      ----      ----      ----

   Electric Motor Technologies    $722.9    $480.0    $390.7    $337.1    $317.3

   Water Systems Technologies      316.4     294.8     287.5     291.3     276.0
                                   -----     -----     -----     -----     -----
   Total Continuing Operations  $1,039.3    $774.8    $678.2    $628.4    $593.3
                                 =======     =====     =====     =====     =====

ELECTRIC MOTOR TECHNOLOGIES                                                     

Segment sales  increased  $243 million or 51 percent in 1999 to $723 million and
represented 70 percent of total sales from continuing  operations.  The increase
in sales in 1999 was primarily due to the August 1999  acquisition  of MagneTek,
Inc.'s  electric  motor  business and the July 1, 1998,  acquisition  of General
Electric's compressor motor business.                                           

The Electric Motor  Technologies  segment consists of the A. O. Smith Electrical
Products Company which manufactures:  hermetic motors that are sold worldwide to
manufacturers  of air  conditioning  and commercial  refrigeration  compressors;
fractional  horsepower  fan  motors  used in  furnaces,  air  conditioners,  and
blowers;  pump  motors  that are sold to  manufacturers  of home water  systems,
swimming  pools,  hot tubs, and spas; and fractional  horsepower  motors used in
other consumer  products  (such as garage door  openers).  Sales to the heating,
ventilating, air conditioning and refrigeration market account for approximately
60 percent of Electric Motor Technologies' sales.                               

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The MagneTek  motor  business  complements  all of these product  offerings.  In
addition,  the acquisition of MagneTek's  integral horsepower A/C and D/C motors
provide access to new markets for industrial and commercial applications.       

Electric Motor  Technologies  sells its products directly to original  equipment
manufacturers  (OEMs)  and also  markets  its  products  through  a  distributor
network, which sells to smaller OEMs and the after-market. The company estimates
that  approximately  60 percent of the market is derived from the less  cyclical
replacement  business  with the  remainder  being  impacted by general  business
conditions in the new construction market.                                      

The segment's  principal products are sold in competitive markets with its major
competitors  being  Emerson  Electric,   General  Electric,  Fasco,  Jakel,  and
vertically integrated customers.                                                

WATER SYSTEMS TECHNOLOGIES                                                      

The  Water  Systems  Technologies  segment  consists  of the A. O.  Smith  Water
Products  Company  which had 1999  sales of $316  million,  approximately  seven
percent  higher than 1998 sales of $295  million and  represented  30 percent of
total sales from continuing operations.                                         

Domestic   residential   water  heater  sales  in  1999  were  $165  million  or
approximately 52 percent of segment  revenues.  The company markets  residential
gas and electric water heaters through a network of plumbing  wholesalers in the
United States and Canada.  The majority of the  company's  sales are in the less
cyclical  replacement  market,  although  the  new  housing  market  is  also an
important  portion of the business.  The residential water heater market remains
highly  competitive.  A. O.  Smith  competes  with four other  manufacturers  in
supplying over 90 percent of market requirements.  The principal  competitors in
the  Water  Systems  segment  are Rheem  Manufacturing,  State  Industries,  The
American Water Heater Group, and Bradford-White.                                

The company also markets commercial water heating equipment through a network of
plumbing wholesalers in the United States and Canada. A.O. Smith's Water Systems
Technologies  segment is the largest manufacturer of commercial water heaters in
North America. Commercial water heaters are used in a wide range of applications
including schools, nursing homes, hospitals, prisons, hotels, motels, laundries,
restaurants, stadiums, amusement parks, car washes, and other large users of hot
water.  The commercial  market is  characterized  by competition  from a broader
range of products and  competitors  than occurs in the residential  market.  The
majority of  commercial  sales are derived  from the less  cyclical  replacement
market with the remainder being impacted by general  business  conditions in the
commercial construction market.                                                 

In 1995,  Water  Systems  Technologies  established  a joint venture in China to
manufacture instantaneous and storage type heaters for the Chinese market. A. O.
Smith  acquired its  partner's  interest  during the fourth  quarter of 1998 and
began  reporting the Chinese  subsidiary's  financial  results on a consolidated
basis  effective   January  1,  1999.  The  operation  in  China  accounted  for
approximately $13 million of the total increase of $21 million in 1999 sales.   

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RAW MATERIAL                                                                    

Raw materials for the company's  operations,  which consist  primarily of steel,
copper, and aluminum,  are generally  available from several sources in adequate
quantities.  The company  hedges the majority of its annual  copper  purchase to
protect against price volatility.                                               

SEASONALITY                                                                     

There is no significant seasonal pattern to the company's consolidated quarterly
sales and earnings.                                                             

RESEARCH AND DEVELOPMENT, PATENTS, AND TRADEMARKS                               

In order to improve  competitiveness  by generating  new products and processes,
the company conducts research and development at its Corporate Technology Center
in Milwaukee,  Wisconsin as well as at its operating units.  Total  expenditures
for research and  development in continuing  operations in 1999,  1998, and 1997
were approximately $15.6, $12.8, and $12.6 million, respectively.               

The company owns and uses in its  businesses  various  trademarks,  trade names,
patents,  trade secrets, and licenses.  While a number of these are important to
the  company,  it does  not  consider  a  material  part of its  business  to be
dependent on any one of them.                                                   

EMPLOYEES                                                                       

The company and its subsidiaries  employed  approximately  15,100 persons in its
continuing operations as of December 31, 1999.                                  

BACKLOG                                                                         

Normally, none of the company's operations sustain significant backlogs.        

ENVIRONMENTAL LAWS                                                              

The company's operations are governed by a variety of federal,  state, and local
laws intended to protect the environment. While environmental considerations are
a  part  of  all   significant   capital   expenditures,   compliance  with  the
environmental  laws has not had a material  effect and is not expected to have a
material effect upon the capital expenditures, earnings, or competitive position
of the company. See Item 3.                                                     

FOREIGN SALES                                                                   

Total U. S.  export  sales from  continuing  operations  were $46  million,  $39
million, and $38 million in 1999, 1998, and 1997, respectively.                 

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ITEM 2 - PROPERTIES                                                             
-------------------                                                             

The company  manufactures its products in 39 plants worldwide.  These facilities
have an aggregate floor space of 5,517,799 square feet,  consisting of 3,501,746
square  feet owned by the  company and  2,016,053  square feet of leased  space.
Twenty-three  of the  company's  facilities  are foreign  plants with  2,251,077
square feet of space, of which 1,213,313 square feet are leased.                

Excluded from the above totals are 1,132,000  square feet of domestic and 25,000
square feet of foreign space occupied by the company's  Storage & Fluid Handling
Technologies businesses,  which the company has announced as available for sale.
The  manufacturing   plants  presently  operated  by  the  company's  continuing
operations are listed below by industry segment.                                

        United States                      Foreign
        -------------                      -------

Electric Motor         Alta Vista, VA; Gordonsville, TN;  Acuna, Mexico;        
Technologies       McMinnville, TN; Mebane, NC;       Bray, Ireland;    
(3,868,707 sq. ft.)  Monticello, IN; Mt. Sterling, KY;  Budapest, Hungary;  
                 Owosso, MI; Paoli, IN;             Cegled, Hungary;
                       Ripley, TN; Scottsville, KY;       Gainsborough, England;
                     Tipp City, OH; Upper Sandusky, OH  Juarez, Mexico (11);
                                                         Monterrey, Mexico (2)

Water Systems          El Paso, TX; Florence, KY;         Juarez, Mexico;       
Technologies       McBee, SC; Renton, WA              Nanjing, People's 
(1,649,092 sq. ft.)                                      Republic of China; 
                                                          Stratford, Canada (2);
                                              Veldhoven,
                                                       The Netherlands

The principal equipment at the company's facilities consist of presses, welding,
machining,  slitting, and other metal fabricating  equipment,  winding machines,
and furnace and painting equipment. The company regards its plants and equipment
as well-maintained  and adequate for its needs.  Multishift  operations are used
where necessary.                                                                

In addition to its manufacturing  facilities,  the company's World  Headquarters
and Corporate Technology Center are located in Milwaukee, Wisconsin. The company
also has offices in Alsip,  Illinois;  Beijing,  China; El Paso, Texas;  Irving,
Texas; London, England; St. Louis, Missouri; and Singapore.                     

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ITEM 3 - 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.   The  following   paragraphs   summarize   noteworthy  actions  and
proceedings.                                                                    

The  company  previously  reported on the Dip Tube  Litigation  in its Form 10-Q
Reports for the Quarters  ended March 31, 1999,  and September 30, 1999. On July
16,  1999,  a lawsuit was filed in the United  States  District  Court,  Western
District of  Missouri by  individuals  on behalf of  themselves  and all persons
throughout  the United  States who have owned or  currently  own a water  heater
manufactured by Rheem Manufacturing  Company, A. O. Smith Corporation,  Bradford
White Company,  American Water Heater Company,  Lochinvar  Corporation and State
Industries,  Inc.  (the "water  heater  manufacturers")  that contain a dip tube
manufactured,  designed,  supplied  or sold by  Perfection  Corporation  between
August  1993 and October  1996.  A dip tube is a plastic  tube in a  residential
water  heater  which brings the cold water supply to the bottom area of the tank
to be heated.                                                                   

The class claims in the lawsuit are broad and  comprehensive  and include by way
of example claims for violation of federal,  state, common or other laws; breach
of any duties  imposed by contract or otherwise;  claims based on strict product
liability, negligence, breach of express or implied warranty, fraud, conspiracy,
suppression,  consumer fraud, unfair or deceptive trade practices,  negligent or
intentional  misrepresentation,  and  violation  of the  Magnuson-Moss  Act. The
plaintiffs and defendants reached a settlement of the claims of this litigation.
On  October  21,  1999,  the  parties  petitioned  the  court  to enter an order
determining that the suit may be maintained as a class action and that the class
be  constituted  as set  forth in the  complaint.  The  petition  also  asks for
preliminary  approval of the  proposed  settlement  and approval of the form and
manner of notice which will be given to the class members. On November 22, 1999,
the court entered an order giving  preliminary  approval to the  settlement.  On
April 21, 2000,  the court will hold a hearing on the fairness of the settlement
and final approval of the settlement.                                           

The settlement  agreement  establishes a procedure  whereby members of the class
will be able to file claims for reimbursement of damages previously incurred for
the repair or replacement of a subject dip tube and, for those class members who
have not  incurred  out-of-pocket  expense  or whose  subject  dip tube  related
problems have not been fully remedied,  the settlement  provides a procedure for
the repair and  replacement  of the subject dip tubes at no expense to the class
member.  The  expenses  of the  reimbursements,  repairs  and  replacements  and
administration  of the  settlement  will be paid by the  defendant  water heater
manufacturers. The settlement agreement contemplates an application to the court
for an award of  reasonable  attorney's  fees and  reimbursement  of  litigation
expenses  incurred  on behalf of class  members by counsel  for the class in the
amount  of  $5,650,000.  The  court  approved  award  would  also be paid by the
defendant water heater  manufacturers.  In consideration of the agreement by the
water heater  manufacturers to effectuate the terms of the settlement  agreement
for the  benefit  of the class  members,  the class  members  will  release  and
discharge the water heater  manufacturers from any liability for settled claims.
Further,  all such  claims  of the class  against  Perfection  Corporation,  the
manufacturer  of the  subject  dip tubes,  will be deemed  assigned to the water
heater  manufacturers.  Individuals  can elect to be excluded from the class and
separately pursue their remedies and if so elected, would not be entitled to the
benefits of the settlement  agreement.  All other legal actions  brought against
the water heater manufacturers respecting dip tube claims have been stayed until
this lawsuit is resolved.                                                       

Separately, the water heater manufacturers on September 29, 1999, filed a direct
action lawsuit in the Civil  District Court for the Parish of Orleans,  State of
Louisiana  against the insurers of  Perfection  Corporation  and American  Meter
Company, the parent company of Perfection.  This lawsuit seeks coverage from the
defendant  insurance  companies  for (i)  the  damages  that  the  water  heater
manufacturers  and the class  members in the federal  court  action  referred to
above have  incurred  because  of the  property  damages  caused by the dip tube
failures,  (ii) the  liability  of the water  heater  manufacturers  assumed  by
Perfection by contract, and (iii) the personal injuries                         

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suffered by the water heater  manufacturers as a result of the  disparagement of
them and their products in the media reports relating to the dip tubes.         

As of this date,  it is  premature  for the company to determine  what,  if any,
costs it will incur with  respect to the  aforementioned  settlement.  It is the
company's  expectation  that all or a  substantial  portion of the costs will be
recovered from the insurers of Perfection Corporation and American Meter Company
as well as the company's insurers.                                              

A  lawsuit  for  damages  and  declaratory  judgments  in the  Circuit  Court of
Milwaukee  County,  State of  Wisconsin,  in which the company is  plaintiff  is
pending against three insurance  companies for failure to pay in accordance with
liability insurance policies issued to the company.  The insurers have failed to
pay,  in full or in part,  certain  judgments,  settlements  and  defense  costs
incurred in connection with closed lawsuits alleging damages for economic losses
claimed to have arisen out of alleged defects in Harvestore  animal feed storage
equipment ("underlying claims"). In October 1998, the Wisconsin Appellate Court,
First District entered an order which reversed the decision of the Circuit Court
which had granted the company  partial  summary  judgment  against two insurance
companies with respect to three of the underlying claims. The company's petition
to the Wisconsin  Supreme Court to accept its appeal of this decision was denied
in January 1999,  and the Appellate  Court  remanded the case to the trial court
with  directions  to  grant  summary  judgment  in  favor  of the two  insurance
companies with respect to the subject underlying claims. At the trial court, the
company and insurance  companies  filed cross motions for summary  judgment with
respect to the  balance of the  underlying  claims  brought by the  company.  In
February  2000,  the trial court judge issued a decision  granting the insurance
companies  summary  judgment.  The  company  intends to appeal  the trial  court
decision to the  Wisconsin  Appellate  Court.  While the  company  has, in part,
assumed  applicability  of this coverage,  should the company not prevail on its
claims, it would not be material to its financial condition.                    

The company is currently involved as a potentially  responsible party ("PRP") in
judicial and administrative proceedings initiated on behalf of various state and
federal  regulatory  agencies  seeking to clean up twelve  sites which have been
environmentally  impacted and to recover  costs they have incurred or will incur
as to those sites.  The company has also been designated a PRP with respect to a
former mine in Colorado  which is being  environmentally  remediated by the U.S.
EPA. The U.S. EPA commenced a lawsuit against a former owner of a mining company
involved at the site, and that owner commenced a third-party  action against the
company and other parties for contribution.                                     

It is impossible at this time to estimate the total cost of remediation  for the
sites or the  company's  ultimate  share of those costs,  primarily  because the
sites are in various stages of the remediation process and issues remain open at
many sites concerning the selection and  implementation of the final remedy, the
cost of that  remedy  and the  company's  liability  at a site  relative  to the
liability and viability of the other PRPs.                                      

The  company  has  established  reserves  for  these  sites in a manner  that is
consistent with generally  accepted  accounting  principles for costs associated
with such cleanups when those costs are capable of being  reasonably  estimated.
To the best of the  company's  knowledge,  the reserves it has  established  and
insurance proceeds that are available to the company are sufficient to cover the
company's  liability.  The  company  further  believes  its  insurers  have  the
financial  ability to pay any such  covered  claims and there are viable PRPs at
each of the sites  which  have the  financial  ability  to pay their  respective
shares of liability at the sites.                                               

With respect to non-environmental claims, the company has self-insured a portion
of its product  liability loss exposure and other business risks for many years.
The company has  established  reserves  which it believes  are adequate to cover
incurred  claims.  For the year ended  December  31,  1999,  the company had $60
million of third-party  product  liability  insurance for  individual  losses in
excess of $1.5 million and for aggregate annual losses in excess of $10 million.
The  company   reevaluates  its  exposure  on  claims   periodically  and  makes
adjustments to its reserves as appropriate.                                     

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ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    
------------------------------------------------------------                    

No matters were  submitted to a vote of the security  holders  during the fourth
quarter of 1999.                                                                

EXECUTIVE OFFICERS OF THE COMPANY                                               
---------------------------------                                               

Pursuant to General Instruction of G(3) of Form 10-K, the following is a list of
the current executive officers which is included as an unnumbered Item in Part I
of this report in lieu of being  included in the company's  Proxy  Statement for
its 2000 Annual Meeting of Stockholders.                                        

ROBERT J. O'TOOLE                                                               
-----------------                                                               

Chairman of the Board of Directors, President and Chief Executive Officer   

  Mr.  O'Toole,  59, became chairman of the board of directors in March 1992. He
  is a member of the Investment  Policy Committee of the board of directors.  He
  was elected chief executive  officer in March 1989. He was elected  president,
  chief operating officer and a director in 1986. Mr. O'Toole joined the company
  in 1963. He is a director of Briggs & Stratton  Corporation and Factory Mutual
Insurance Company.                                                          

GLEN R. BOMBERGER                                                               
-----------------                                                               

Executive Vice President, Chief Financial Officer and Director              

  Mr. Bomberger,  62, has been a director and executive vice president and chief
  financial  officer of the company since 1986. He is a member of the Investment
  Policy  Committee of the board of directors.  Mr. Bomberger joined A. O. Smith
  in 1960.  He is currently a director of Smith  Investment  Company and Firstar
Funds, Inc.                                                                 

JOHN A. BERTRAND                                                                
----------------                                                                

 Senior Vice President and President - A. O. Smith Electrical Products Company

  Mr.  Bertrand,  61,  has been  president  of A. O. Smith  Electrical  Products
  Company,  a division of the company,  since 1986.  He was elected  senior vice
president in October 1999. Mr. Bertrand joined the company in 1960.         

CHARLES J. BISHOP                                                               
-----------------                                                               

Vice President - Corporate Technology                                       

  Dr. Bishop, 58, has been vice  president-corporate  technology since 1985. Dr.
Bishop joined the company in 1981.                                          

MICHAEL J. COLE                                                                 
---------------                                                                 

Vice President - Asia                                                       

  Mr. Cole, 55, was elected vice president-Asia in March 1996. Previously he was
  vice  president-emerging  markets  of  Donnelly  Corporation,   an  automotive
supplier.                                                                   

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DANIEL L. CURTIS                                                                
----------------                                                                

President - Smith Fiberglass Products Company                               

  Mr. Curtis,  53, became the president of Smith Fiberglass  Products Company, a
  division   of  the   company,   in   February   2000.   He   served   as  vice
  president-manufacturing  and engineering from 1997. He has also held executive
  and  operations   management   positions  with  Cabot  Corporation,   a  major
manufacturer of specialty chemicals, and PPG Industries.                    

JOHN R. FARRIS                                                                  
--------------                                                                  

President - A. O. Smith Engineered Storage Products Company                 

  Mr.  Farris,  50, was  elected  president  of A. O. Smith  Engineered  Storage
  Products Company, a division of the company,  in July 1997.  Previously he was
  president of A. O. Smith  Harvestore  Products,  Inc.  since November 1996 and
  president of Peabody TecTank, Inc. since 1987. Both of these subsidiaries were
  dissolved and the new entity A. O. Smith  Engineered  Storage Products Company
established in July 1997.                                                   

JOHN J. KITA                                                                    
------------                                                                    

Vice President, Treasurer and Controller                                    

  Mr. Kita,  44, was elected vice  president,  treasurer and controller in April
  1996.  From 1995 to 1996 he was treasurer and  controller.  Prior thereto,  he
served as assistant treasurer since he joined the company in 1988.          

RONALD E. MASSA                                                                 
---------------                                                                 

Senior Vice President and President - A. O. Smith Water Products Company    

  Mr.  Massa,  50, became  president of A. O. Smith Water  Products  Company,  a
  division  of the  company,  in  February  1999.  He was  elected  senior  vice
  president in June 1997. He served as the  president of A. O. Smith  Automotive
  Products  Company,  a former division of the company,  from June 1996 to April
  1997. He was the president of A. O. Smith Water Products  Company from 1995 to
  June 1996 and held other  management  positions in the Water Products  Company
prior thereto. He joined the company in 1976.                               

ALBERT E. MEDICE                                                                
----------------                                                                

Vice President - Europe                                                     

  Mr. Medice, 57, was elected vice  president-Europe in 1995.  Previously,  from
  1990 to 1995,  he was the  general  manager  of A. O.  Smith  Electric  Motors
  (Ireland) Ltd., a subsidiary of the company.  Mr. Medice joined A. O. Smith in
  1986 as vice president-marketing for its Electrical Products Company division.

EDWARD J. O'CONNOR                                                              
------------------                                                              

Vice President - Human Resources and Public Affairs                         

  Mr. O'Connor,  59, has been vice president-human  resources and public affairs
for the company since 1986. He joined A. O. Smith in 1970.                  

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STEVE W. RETTLER                                                                
----------------                                                                

Vice President - Business Development                                       

  Mr. Rettler, 45, was elected vice president-business development in July 1998.
  Previously he was vice president and general  manager of Brady  Precision Tape
Co., a manufacturer of specialty tape products for the electronics market.  

W. DAVID ROMOSER                                                                
----------------                                                                

Vice President, General Counsel and Secretary                               

  Mr. Romoser, 56, was elected vice president,  general counsel and secretary in
March 1992.                                                                 

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 PART II

ITEM 5 - MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
--------------------------------------------------------------------------------
MATTERS                                                                         
-------                                                                         

  (a)  Market  Information.  The  Common  Stock is listed on the New York  Stock
  Exchange. The Class A Common Stock of A. O. Smith Corporation is listed on the
  American Stock Exchange.  The symbols for these classes of the company's stock
  are: AOS for the Common Stock and SMCA for the Class A Common  Stock.  Firstar
  Bank,  N.A.,  P.  O.  Box  2077,  Milwaukee,  Wisconsin  53201  serves  as the
  registrar,  stock transfer agent and the dividend  reinvestment agent for both
classes of the company's common stock.                                      

Quarterly Common Stock Price Range                                          
----------------------------------                                          

 1999                    1st Qtr.      2nd Qtr.     3rd Qtr.      4th Qtr.
  ----                    --------      --------     --------      ---------
Common Stock                                                            
  High                     26-7/16            28           32        31-9/16
  Low                           19            19       25-1/2       18-13/16

Class A Common                                                          
  High                    25-11/16       25-9/16       31-1/2             31
  Low                      19-5/16       19-3/16       26-1/8        19-3/16

  1998                    1st Qtr.      2nd Qtr.     3rd Qtr.       4th Qtr.
  ----                    --------      --------     --------       --------
Common Stock                                                            
  High                    29-23/24        35-2/3       35-7/8             27
  Low                       26-7/8        28-2/3       18-7/8       15-13/16

Class A Common                                                          
  High                      29-2/3        35-1/3       35-2/3        26-1/16
  Low                     27-11/12       29-2/25           19         16-3/8

  (b) Holders.  As of January 31, 2000, the number of  shareholders of record of
   Common Stock and Class A Common Stock were 1,226 and 543, respectively.

  (c) Dividends.  Dividends paid on the common stock are shown in Note 14 to the
      Consolidated   Financial   Statements   appearing  elsewhere  herein.  The
      company's  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 $59.9 million were
unrestricted as of December 31, 1999.                               

  (d) Stock Repurchase  Authority.  As of February 22, 2000,  approximately  8.5
      million  shares  of  Class A  Common  Stock  and  Common  Stock  had  been
      repurchased for $212.5 million under three stock repurchase authorizations
granted by the Board of Directors in 1997.                          

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ITEM 6 - SELECTED FINANCIAL DATA                                                
--------------------------------                                                
(Dollars in Thousands, except per share amounts)                                

                                                        [Enlarge/Download Table]

                                                                  Years Ended December 31(1)                              
                                    ------------------------------------------------------------------------------------- 
                                          1999(2)(3)       1998(3)(4)         1997(3)(5)        1996            1995      
                                          ----             ----               -----             ----            ----      
                                                                                                                          
Net sales - continuing operations   $   1,039,281      $   774,788        $   678,207       $   628,419     $   593,370   

Earnings                                                                                                                  
--------                                                                                                                  
Continuing operations                      50,270           40,656             32,065            19,933          17,861   

Discontinued operations:                                                                                                  
   Operating earnings(loss)                  (890)           3,835             20,719            45,484          43,552   
   Gain(loss) on disposition               (6,958)               -            101,046                 -               -   
                                     ------------       ----------         ----------        ----------      ----------   

   Earnings                                (7,848)           3,835            121,765            45,484          43,552   
                                     ------------       ----------         ----------        ----------      ----------   

Net earnings                        $      42,422      $    44,491        $   153,830       $    65,417     $    61,413   
                                     ============       ==========         ==========        ==========      ==========   

Basic earnings (loss) per share                                                                                           
-------------------------------                                                                                           
  of common stock                                                                                                         
  ---------------                                                                                                         
Continuing operations               $        2.17      $      1.73        $      1.16       $       .64     $       .57   
Discontinued operations                      (.34)             .16               4.41              1.45            1.39   
                                     ------------       ----------         ----------        ----------      ----------   

Net earnings                        $        1.83      $      1.89        $      5.57       $      2.09     $      1.96   
                                     ============       ==========         ==========        ==========      ==========   

Diluted earnings (loss) per share                                                                                         
---------------------------------                                                                                         
  of common stock                                                                                                         
  ---------------                                                                                                         
Continuing operations               $        2.11      $      1.68        $      1.14       $       .63     $       .56   
Discontinued operations                      (.33)             .16               4.32              1.43            1.38   
                                     ------------       ----------         ----------        ----------      ----------   

Net earnings                        $        1.78      $      1.84        $      5.46       $      2.06     $      1.94   
                                     ============       ==========         ==========        ==========      ==========   

Cash dividends per common share     $         .48      $       .47        $       .45       $       .44     $       .39   

                                                                           December 31                                    
                                    ------------------------------------------------------------------------------------- 
                                          1999             1998               1997              1996            1995      
                                          ----             ----               ----              ----            ----      

Total assets                        $   1,063,986      $   736,570        $   682,789       $   845,199     $   723,620   

Long-term debt                            351,251          131,203            100,972           238,446         190,938   

Total stockholders' equity                431,084          401,093            399,705           424,639         372,364   

--------------------------------------------------------------------------------------------------------------------------

1 On January 17, 2000, the company decided to divest its fiberglass  piping and liquid and dry bulk storage  businesses.  
  On April 18, 1997, the company sold its automotive products business,  exclusive of its Mexican automotive  affiliate,  
  and on October 1, 1997 the company sold its 40 percent  interest in its Mexican  affiliate.  The company has accounted  
  for the fiberglass piping and liquid and dry bulk storage and automotive businesses as discontinued  operations in the  
  consolidated financial statements. See Note 3 to the consolidated financial statements which appears elsewhere herein.  

2 On August 2, 1999, the company acquired the assets of MagneTek, Inc.'s domestic electric motor business and six wholly  
  owned foreign subsidiaries for $244.6 million.                                                                          

3 See Note 2 to the consolidated financial statements included elsewhere herein.                                          

4 On July 1, 1998, the company acquired certain assets of General Electric Company's domestic  compressor motor business  
  for $125.6 million.                                                                                                     

5 On March 31, 1997, the company acquired UPPCO, Incorporated,  a manufacturer of subfractional C-frame electric motors,  
  for $60.9 million.                                                                                                      

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ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS                                                                   
-------------                                                                   

FINANCIAL REVIEW                                                                
A. O. Smith Corporation  achieved record earnings from continuing  operations in
1999 of $50 million or $2.11 per share,  a 24 percent  increase over last year's
earnings of $41 million or $1.68 per share. The Electric Motor  Technologies and
Water Systems Technologies  platforms established new sales and earnings records
in 1999.  Details of individual  segment  performance will be discussed later in
this section.                                                                   

Working  capital at  December  31,  1999,  was $220  million  compared  with the
company's  working capital of $155 million and $238 million at December 31, 1998
and 1997, respectively.  The company purchased MagneTek,  Inc.'s worldwide motor
operations for $245 million in the third quarter of 1999. In connection with the
MagneTek motors acquisition,  additional  purchase  liabilities of $19.4 million
were recorded  which  included  employee  severance and  relocation,  as well as
certain  facility exit costs.  The reduction in cash and cash equivalents of $23
million  during  1999,  as well as the  majority  of the  increases  in accounts
receivable,  inventory, and accounts payable, were primarily attributable to the
acquisition.  In addition, Electric Motor Technologies' inventories increased in
the fourth  quarter of 1999 in  anticipation  of higher  customer  demand in the
first quarter of 2000. Working capital declined in 1998 primarily as a result of
the decline in cash and equivalents associated with the $126 million acquisition
of General Electric's compressor motor business.                                

Capital expenditures of continuing  operations were $33 million in 1999 compared
with $19  million  in 1998 and $37  million  in 1997.  The  increase  in capital
spending during 1999 occurred in the company's  electric motors  operation.  The
company is projecting  2000 capital  expenditures  of  approximately  $45 to $50
million. The increase over historical expenditures is due to the MagneTek motors
acquisition.  Cash flow from  continuing  operations  is expected to  adequately
cover these capital expenditures.                                               

Long-term debt increased $220 million from $131 million at December 31, 1998, to
$351 million at December 31, 1999,  primarily as a result of the MagneTek motors
acquisition.  Additionally, the company's leverage, as measured by total debt to
total  capital,  increased to 45.6 percent at the end of 1999 compared with 25.3
percent at the end of 1998. In  conjunction  with the  acquisition,  the company
terminated its existing $100 million, multi-year credit facility and established
a new $250  million,  five year  revolving  credit  facility and a $100 million,
364-day  revolving  credit  facility  with a group of nine  banks.  Barring  any
acquisitions,  the  company  expects the  combination  of 2000 cash flow and the
previously  announced  sale of the Storage and Fluid  Handling  businesses  will
result in a significantly lower leverage ratio at the end of 2000.              

The company repurchased 126,400 shares of its common stock during 1999 under its
stock  repurchase  program.  Since the  program's  inception  in  January  1997,
approximately 8.5 million shares have been repurchased.  Under the company's odd
lot  repurchase  program  initiated in July 1999,  the company  purchased  2,851
shares of its common stock.                                                     

A. O. Smith Corporation has paid dividends for 60 consecutive years. The company
paid a total of $.48 per share in 1999 versus $.47 per share in 1998.           

RESULTS OF OPERATIONS                                                           
Sales from  continuing  operations in 1999 were $1.04 billion,  surpassing  1998
sales of $775 million by $265 million or 34 percent.  Approximately $210 million
of the increase was related to acquisition activities within the electric motors
business during the past two years with another $13 million  attributable to the
inclusion of sales for the water heater  operation in China which became  wholly
owned in December  1998.  The remaining  growth  occurred in the company's  core
electric motor and water heater businesses.  Sales from continuing operations in
1998 increased  approximately $97 million compared with 1997 sales due mostly to
the mid 1998  acquisition of the hermetic  compressor  motor business and a full
year of sales from the subfractional motor business acquired in March 1997.     

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On January 21, 2000,  the company  announced its intent to exit the storage tank
and  fiberglass  pipe markets.  This  decision is consistent  with the company's
commitment  to an expanded  presence in the  electric  motor and water  products
markets and the  strategy to become a  consolidator  in these  industries.  As a
result of the anticipated sale of these  businesses,  Smith Fiberglass  Products
Company and A. O. Smith Engineered Storage Products Company have been classified
as discontinued operations in the accompanying financial statements.            

The company's  gross profit margin for 1999 was 19.9 percent,  compared with the
20.4  percent  and  20.7  percent  gross  margins  achieved  in 1998  and  1997,
respectively. The decline in gross margin resulted from the previously discussed
acquisitions  and the Chinese water heater  operation  which carry lower margins
than the base motors and water heater  businesses.  The decrease in gross margin
from 1997 to 1998 was due to the previously discussed subfractional and hermetic
compressor motor acquisitions.                                                  

Sales for the Electric Motor Technologies segment in 1999 increased $243 million
or over 50 percent to a record  $723  million  from 1998 sales of $480  million.
Sales in 1997 were $391 million. The acquisition of the MagneTek motors business
on August 2, 1999, added  approximately $145 million in sales while the hermetic
compressor motor business acquired  mid-year 1998 contributed  approximately $65
million  to sales  during  the first half of 1999.  Stronger  sales of  hermetic
motors and  fractional  motors for heating,  ventilating,  and air  conditioning
(HVAC) applications  accounted for most of the remaining improvement in sales as
the air  conditioning  industry  experienced  a good  year in 1999.  Most of the
increase  in  sales  from  1997 to  1998  was  due to the  previously  mentioned
subfractional  and hermetic  compressor motor  acquisitions.  Sales in 1998 were
also  bolstered  by a recovery in the hermetic  motor  business  resulting  from
improvement in the HVAC industry.                                               

Earnings  for the Electric  Motor  Technologies  segment in 1999  increased to a
record $79 million or almost 40 percent  higher  than the $57 million  earned in
1998.  Earnings  in 1997  were $46  million.  The  favorable  trend in  earnings
resulted  primarily from the higher sales volume due to acquisitions  and growth
in the base electric motor business.                                            

Sales for Water Systems Technologies  increased $21 million from $295 million in
1998 to $316 million in 1999.  Sales in 1997 were $288 million.  This  segment's
Chinese  operation  became wholly owned in December 1998, and  accordingly,  $13
million of sales for this entity have been included in 1999.  Higher  commercial
product and other international sales accounted for the balance of the increase.

Earnings for Water  Systems  Technologies  were $34 million in 1999,  reflecting
improvement  over  1998  and  1997  earnings  of $30  million  and $29  million,
respectively.  Much of the earnings  improvement was due to higher gross margins
in 1999 resulting from favorable cost performance.                              

As previously  mentioned,  the company  announced its intent to divest the Smith
Fiberglass Products and Engineered Storage Products  Companies.  Sales for these
discontinued  operations  declined  from $155 million in 1997 to $143 million in
1998, with a further decline to $118 million in 1999.  Pricing related  weakness
in the  petroleum  production  and  chemical  markets  over the  past few  years
resulted in reduced capital  spending and an associated  reduction in demand for
storage  tanks  and  fiberglass  pipe.  The  discontinued  businesses  of  Smith
Fiberglass  Products  and  Engineered  Storage  Products  generated  a loss from
operations  equivalent  to $.04 per share in 1999 compared with earnings of $.16
and $.19 in 1998 and 1997,  respectively.  The  company  recorded  an  after-tax
charge of  approximately $7 million to cover the estimated costs associated with
the disposition of these businesses. The total loss from discontinued operations
was $.33  per  share  in  1999.  The  company  expects  its  divestitures  to be
substantially  completed  by the end of the  third  quarter  of 2000.  The total
earnings  from  discontinued   operations  in  1997  included  $4.13  per  share
associated with the sale of the Automotive Products Company in April 1997.      

Selling,  general, and administrative (SG & A) expense in 1999 was $111 million,
a $25 million  increase over the $86 million  recorded in 1998.  The increase in
expense is due to the  additional  SG & A associated  with the  MagneTek  motors
acquisition  and  the  initial  consolidation  of  the  Chinese  water  products
operation.  SG & A in 1998  remained  fairly  consistent  with  the $87  million
recorded in 1997. Relative to sales, SG & A dropped                             

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steadily from 12.8 percent in 1997 to 10.6 percent in 1999.  The decline in SG &
A relative to sales reflects synergies  associated with the previously discussed
hermetic compressor motor acquisition.                                          

Interest expense,  net of the amount allocated to discontinued  operations,  was
$12.8  million in 1999  compared  with $5.9 million and $6.6 million in 1998 and
1997, respectively. The higher 1999 interest expense was the result of incurring
additional  debt to finance  the  MagneTek  motors  acquisition.  The decline in
interest  expense  from 1997 to 1998 was a function of slightly  lower  interest
rates and greater  amounts of capitalized  interest  associated with major plant
and equipment expenditures.                                                     

Interest  income  declined from $8.9 million in 1997 to $3.7 million in 1998 and
$1.4 million in 1999 as marketable  securities were liquidated during the period
to  repurchase  shares of common stock and to fund the $126  million  compressor
motor acquisition.  A further decline in interest income occurred in 1999 as the
remaining  securities  were  liquidated to fund a portion of the MagneTek motors
acquisition.                                                                    

Other  expense was $7.8  million in 1999 and was  significantly  higher than the
previous  two  years  due  mostly  to the  amortization  of  goodwill  and other
intangibles associated with the company's recent acquisitions.                  

The  company's  effective  tax rate over the past three years has averaged  34.7
percent and has been relatively consistent.  The differential from the statutory
rate was due  primarily  to the  utilization  of state  tax loss  carry-forwards
associated  with  liquidated  subsidiaries  and  research  and  development  tax
credits.                                                                        

Outlook                                                                         
The company has a number of important  objectives in place for 2000.  Completing
the  divestitures  announced  in January  will  continue to receive  significant
attention  until those  objectives are completed.  Completion is expected before
the end of the third  quarter.  The Electric  Motor  Technologies  platform will
continue to integrate the MagneTek motors  acquisition,  leveraging cost savings
from  materials,  SG & A, and plant  rationalization.  The company  continues to
project the incremental earnings of $.30 to $.35 per share in 2000 as forecasted
at the time of the acquisition.  Consolidation  opportunities in both commercial
and  residential  markets for Water  Systems  Technologies  will  continue to be
explored. Losses in the company's operation in China are projected to decline as
sales growth  continues to  accelerate.  On a  consolidated  basis,  the company
projects  2000 sales will surpass  $1.3 billion and earnings  growth will exceed
the stated target of 15 percent.                                                

OTHER MATTERS                                                                   

Year 2000                                                                       
During 1999,  the company  completed its efforts to address any  potential  Year
2000  issues.  As a result of  company-wide  efforts,  A. O.  Smith  Corporation
experienced  no business  issues with respect to the  commencement  of 2000. Key
customers,  vendors, and service providers have performed normally early in 2000
and the company does not  anticipate any future  material  adverse effect on its
business operations, products, or financial prospects.                          

Costs specifically  associated with renovating  software for Year 2000 readiness
were funded through  operating cash flows and were not material to the company's
financial position or results of operations.                                    

Environmental                                                                   
The company's  operations are governed by a number of federal,  state, and local
environmental  laws  concerning  the  generation  and  management  of  hazardous
materials, the discharge of pollutants into the environment,  and remediation of
sites  owned  by  the  company  or  third  parties.  The  company  has  expended
substantial  financial  and  managerial  resources  complying  with  such  laws.
Expenditures related to environmental  matters were not material in 1999 and are
not  expected to be material in any single year.  Although the company  believes
that its operations are substantially in compliance with such laws and maintains
procedures  designed  to  maintain  compliance,  there  are no  assurances  that
substantial  additional costs for compliance will not be incurred in the future.
However,                                                                        

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since the same laws govern the company's competitors,  the company should not be
placed at a competitive disadvantage.                                           

Market Risk                                                                     
The company is exposed to various types of market risks,  primarily currency and
certain  commodities.  The  company  monitors  its  risks  in  such  areas  on a
continuous  basis and  generally  enters into  forward and futures  contracts to
minimize such  exposures for periods of less than one year. The company does not
engage  in  speculation  in  its  derivatives  strategies.   Further  discussion
regarding  derivative  instruments  is contained  in Note 1 to the  Consolidated
Financial Statements.                                                           

Commodity  risks  include raw  material  price  fluctuations.  The company  uses
futures  contracts to fix the cost of its expected  needs with the  objective of
reducing  price risk.  Futures  contracts are purchased over time periods and at
volume  levels which  approximate  expected  usage.  At December  31, 1999,  the
company had commodity futures  contracts  amounting to approximately $41 million
of commodity  purchases.  A  hypothetical  10 percent  change in the  underlying
commodity price of such contracts would have a potential impact of $4.1 million.
It is  important  to note  that  gains and  losses  from the  company's  futures
contract  activities  will be  offset  by gains  and  losses  in the  underlying
commodity purchase transactions being hedged.                                   

In addition,  the company  enters into  foreign  currency  forward  contracts to
minimize the effect of fluctuating foreign currencies. At December 31, 1999, the
company had net foreign  currency  contracts  outstanding of  approximately  $28
million.   Assuming  a  hypothetical  10  percent  movement  in  the  respective
currencies,  the potential  foreign  exchange gain or loss  associated  with the
change in rates would amount to $2.8 million. It is important to note that gains
and losses from the  company's  forward  contract  activities  will be offset by
gains and losses in the underlying transactions being hedged.                   

The  company's  earnings  exposure  related to  movements  in interest  rates is
primarily  derived from  outstanding  floating  rate debt  instruments  that are
determined by short-term  money market rates.  At December 31, 1999, the company
had $235  million in  outstanding  floating  rate debt with a  weighted  average
interest  rate of 6.4 percent at  year-end.  A  hypothetical  10 percent  annual
increase or decrease in the year end average cost of the  company's  outstanding
floating rate debt would result in a change in annual pre-tax  interest  expense
of approximately $1.5 million.                                                  

Forward-Looking Statements                                                      
Certain  statements  in this  report  are  "forward-looking  statements."  These
forward-looking  statements  can  generally  be  identified  as such because the
context of the  statement  will  include  words such as the company  "believes,"
"anticipates,"  "expects," "projects," or words of similar import.  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 cause results to differ  materially  from those  expressed in
forward-looking  statements  made by, or on behalf of, the company.  The company
considers most important among such factors, the stability in its electric motor
and water products  markets,  the timely and proper  integration of the MagneTek
motors  acquisition,   and  the  implementation  of  associated  cost  reduction
programs.                                                                       

All subsequent written and oral forward-looking  statements  attributable to the
company,  or persons  acting on its behalf,  are  expressly  qualified  in their
entirety by these cautionary statements.                                        

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK            
--------------------------------------------------------------------            

See "Market Risk" above.                                                        

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ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            
----------------------------------------------------                            

Index to Financial Statements:                                       Form 10-K  
                                                                     Page Number
                                                                     -----------

Report of Independent Auditors.............................................18   

Consolidated Balance Sheets at December 31, 1999 and 1998..................19   

For each of the three years in the period ended December 31, 1999:              

 - Consolidated Statement of Earnings...................................20

 - Consolidated Statement of Comprehensive Income.......................20

 - Consolidated Statement of Cash Flows.................................21

 - Consolidated Statement of Stockholders' Equity.......................22

Notes to Consolidated Financial Statements..............................23-39   

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REPORT OF ERNST & YOUNG LLP,                                                    
INDEPENDENT AUDITORS                                                            

The Board of Directors and Stockholders                                         
A. O. Smith Corporation                                                         

We have  audited the  accompanying  consolidated  balance  sheets of A. O. Smith
Corporation  as of  December  31,  1999 and 1998  and the  related  consolidated
statements  of earnings,  comprehensive  income,  stockholders'  equity and cash
flows for each of the three years in the period ended  December  31,  1999.  Our
audits also included the  financial  statement  schedule  listed in the index at
Item 14(a).  These financial  statements and schedule are the  responsibility of
the company's  management.  Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.                          

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.                                                                        

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of A. O. Smith
Corporation  at December 31, 1999 and 1998 and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United  States.  Also, in our opinion,  the related  financial  statement
schedule, when considered in relation to the basic financial statements taken as
a whole,  presents  fairly in all material  respects the  information  set forth
therein.                                                                        

                               Ernst & Young LLP

Milwaukee, Wisconsin                                                            
January 19, 2000                                                                

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CONSOLIDATED BALANCE SHEETS                                                                                       

December 31 (dollars in thousands)                                                                                
------------------------------------------------------------------------------------------------------------------
                                                                                        1999            1998      
------------------------------------------------------------------------------------------------------------------
Assets                                                                                                            
                                                                                                                  
     Current Assets                                                                                               
     Cash and cash equivalents                                                     $    14,761     $    37,666    
     Receivables                                                                       183,442         113,098    
     Inventories                                                                       163,443          87,216    
     Deferred income taxes                                                              11,323          10,352    
     Other current assets                                                                5,253           4,328    
     Net current assets - discontinued operations                                       10,405          15,218    
                                                                                    ----------      ----------    
     Total Current Assets                                                              388,627         267,878    

     Net property, plant, and equipment                                                283,493         204,456    
     Goodwill and other intangibles                                                    251,085         143,682    
     Prepaid pension                                                                    64,281          51,525    
     Other assets                                                                       24,709          19,777    
     Net long-term assets - discontinued operations                                     51,791          49,252    
                                                                                    ----------      ----------    
     Total Assets                                                                  $ 1,063,986     $   736,570    
                                                                                    ==========      ==========    

Liabilities                                                                                                       
------------------------------------------------------------------------------------------------------------------
     Current Liabilities                                                                                          
     Trade payables                                                                $    81,221     $    51,074    
     Accrued payroll and benefits                                                       32,272          28,453    
     Accrued liabilities                                                                27,301          14,918    
     Product warranty                                                                   10,847           6,786    
     Income taxes                                                                        7,170           6,786    
     Long-term debt due within one year                                                  9,629           4,629    
                                                                                    ----------      ----------    
     Total Current Liabilities                                                         168,440         112,646    

     Long-term debt                                                                    351,251         131,203    
     Product warranty                                                                   17,475          18,315    
     Post retirement benefit obligation                                                 18,523          17,417    
     Deferred income taxes                                                              48,675          36,813    
     Other liabilities                                                                  28,538          19,083    
                                                                                    ----------      ----------    
     Total Liabilities                                                                 632,902         335,477    
     Commitments and contingencies (notes 7 and 12)                                                               

Stockholders' Equity                                                                                              
------------------------------------------------------------------------------------------------------------------
     Preferred Stock                                                                         -               -    
     Class A Common Stock (shares issued 8,722,920 and 8,737,575)                       43,615          43,688    
     Common Stock (shares issued 23,826,442 and 23,811,787)                             23,826          23,812    
     Capital in excess of par value                                                     53,026          51,121    
     Retained earnings                                                                 531,204         499,954    
     Accumulated other comprehensive loss                                               (3,238)         (1,488)   
     Treasury stock at cost                                                           (217,349)       (215,994)   
                                                                                    ----------        --------    
     Total Stockholders' Equity                                                        431,084         401,093    
                                                                                    ----------      ----------    
     Total Liabilities and Stockholders' Equity                                    $ 1,063,986     $   736,570    
                                                                                    ==========      ==========    

See accompanying notes which are an integral part of these statements.                                            

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CONSOLIDATED STATEMENT OF EARNINGS                                                                                 

Years ended December 31 (dollars in thousands, except per share amounts)                                           
-------------------------------------------------------------------------------------------------------------------
                                                                         1999            1998            1997      
-------------------------------------------------------------------------------------------------------------------

Continuing Operations                                                                                              
                                                                                                                   
     Net sales                                                       $ 1,039,281      $  774,788      $  678,207   
     Cost of products sold                                               832,369         616,516         537,542   
                                                                      ----------       ---------       ---------   
     Gross profit                                                        206,912         158,272         140,665   
     Selling, general, and administrative expenses                       110,613          85,806          86,809   
     Interest expense                                                     12,821           5,914           6,605   
     Interest income                                                      (1,392)         (3,714)         (8,875)  
     Other expense - net                                                   7,778           3,345           3,096   
                                                                      ----------       ---------       ---------   
                                                                          77,092          66,921          53,030   
     Provision for income taxes                                           26,822          23,189          18,370   
                                                                      ----------       ---------       ---------   

     Earnings before equity in loss                                                                                
         of joint venture                                                 50,270          43,732          34,660   
     Equity in loss of joint venture                                           -          (3,076)         (2,595)  
                                                                      ----------      ----------       ---------   

Earnings from Continuing Operations                                       50,270          40,656          32,065   

Discontinued Operations                                                                                            
     Earnings (loss)from operations less related income                                                            
         tax (benefit) 1999 - $(475), 1998 - $2,020, and                                                           
         1997 - $10,592                                                     (890)          3,835          20,719   
     Gain (loss) on disposition less related income tax                                                            
     (benefit) of $(4,542) in 1999 and $71,538 in 1997                    (6,958)              -         101,046   
                                                                      ----------       ---------       ---------   

Net Earnings                                                         $    42,422      $   44,491      $  153,830   
                                                                      ==========       =========       =========   

Basic Earnings (Loss) Per Share of Common Stock                                                                    
     Continuing Operations                                                 $2.17           $1.73           $1.16   
     Discontinued Operations                                                (.34)            .16            4.41   
                                                                           -----           -----            ----   
     Net Earnings                                                          $1.83           $1.89           $5.57   
                                                                            ====            ====            ====   

Diluted Earnings (Loss) Per Share of Common Stock                                                                  
     Continuing Operations                                                 $2.11           $1.68           $1.14   
     Discontinued Operations                                                (.33)            .16            4.32   
                                                                           -----           -----            ----   
     Net Earnings                                                          $1.78           $1.84           $5.46   
                                                                            ====            ====            ====   

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                                                                     

Years ended December 31 (dollars in thousands)                                                                     
-------------------------------------------------------------------------------------------------------------------
                                                                         1999             1998           1997      
-------------------------------------------------------------------------------------------------------------------

Net earnings                                                         $    42,422      $   44,491      $  153,830   
Foreign currency translation adjustment                                   (1,750)             91          (1,637)  
Translation adjustment related to                                                                                  
      sale of Mexican affiliate                                                -               -           7,459   
                                                                      ----------       ---------       ---------   

Comprehensive Income                                                 $    40,672      $   44,582      $  159,652   
                                                                      ==========       =========       =========   

See accompanying notes which are an integral part of these statements.                                             

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CONSOLIDATED STATEMENT OF CASH FLOWS                                                                               

Years ended December 31 (dollars in thousands)                                                                     
-------------------------------------------------------------------------------------------------------------------
                                                                         1999            1998            1997      
-------------------------------------------------------------------------------------------------------------------
Operating Activities                                                                                               
Continuing                                                                                                         
                                                                                                                   
     Earnings from continuing operations                             $    50,270      $   40,656      $   32,065   
     Adjustments to reconcile net earnings to net                                                                  
         cash provided by operating activities:                                                                    
           Depreciation                                                   30,769          22,952          19,813   
           Amortization                                                    6,546           3,514           1,821   
           Equity in loss of joint venture                                     -           3,076           2,595   
           Net change in current assets and liabilities                  (27,378)         (7,543)         11,823   
           Net change in other noncurrent assets and liabilities         (13,278)          1,601           4,759   
           Other                                                             856           1,198             653   
                                                                      ----------       ---------       ---------   
Cash Provided by Operating Activities                                     47,785          65,454          73,529   
                                                                      ----------       ---------       ---------   

Investing Activities                                                                                               
     Acquisition of businesses                                          (244,592)       (126,273)        (60,918)  
     Capital expenditures                                                (32,807)        (18,511)        (37,368)  
     Investment in joint venture                                               -          (7,224)        (13,717)  
     Other                                                                (1,767)         (1,705)         (1,305)  
                                                                      ----------       ---------       ---------   
Cash Used in Investing Activities                                       (279,166)       (153,713)       (113,308)  
                                                                      ----------       ---------       ---------   

Cash Used In Operating and Investing Activities                         (231,381)        (88,259)        (39,779)  

Discontinued                                                                                                       
Cash provided by (used in) operating activities                              226           9,204         (99,413)  
Cash used in investing activities                                         (5,799)         (9,713)        (59,966)  
Proceeds from disposition                                                      -               -         773,090   
Tax payments associated with disposition                                       -               -        (106,039)  
                                                                      ----------       ---------       ---------   
Cash Flow Provided by (Used in) Discontinued Operations                   (5,573)           (509)        507,672   

 Financing Activities                                                                                              
     Long-term debt incurred                                             229,677          30,028               -   
     Long-term debt retired                                               (4,629)         (5,590)       (143,816)  
     Purchase of treasury stock                                           (2,773)        (33,288)       (176,550)  
     Net proceeds from common stock and option activity                    1,149             271           3,757   
     Tax benefit from exercise of stock options                            1,797             168             884   
     Dividends paid                                                      (11,172)        (11,051)        (12,677)  
                                                                      ----------       ---------       ---------   
Cash Provided by (Used in) Financing Activities                          214,049         (19,462)       (328,402)  
                                                                      ----------       ---------       ---------   
     Net increase (decrease) in cash and cash equivalents                (22,905)       (108,230)        139,491   
     Cash and cash equivalents--beginning of year                         37,666         145,896           6,405   
                                                                      ----------       ---------       ---------   
Cash and Cash Equivalents--End of Year                               $    14,761      $   37,666      $  145,896   
                                                                      ==========       =========       =========   

See accompanying notes which are an integral part of these statements.                                             

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                                                                    

Years ended December 31 (dollars in thousands)                                                                    
------------------------------------------------------------------------------------------------------------------
                                                                          1999            1998            1997    
------------------------------------------------------------------------------------------------------------------
Class A Common Stock                                                                                              
                                                                                                                  
Balance at beginning of year                                         $    43,688      $   43,782      $   43,821  
Conversion of Class A Common Stock                                           (73)            (94)            (39) 
                                                                      ----------       ---------       ---------  
Balance at end of year                                               $    43,615      $   43,688      $   43,782  
                                                                      ----------       ---------       ---------  

Common Stock                                                                                                      
Balance at beginning of year                                         $    23,812      $   23,793      $   23,785  
Conversion of Class A Common Stock                                            14              19               8  
                                                                      ----------       ---------       ---------  
Balance at end of year                                               $    23,826      $   23,812      $   23,793  
                                                                      ----------       ---------       ---------  

Capital in Excess of Par Value                                                                                    
Balance at beginning of year                                         $    51,121      $   50,020      $   46,888  
Conversion of Class A Common Stock                                            59              75              31  
Exercise of stock options                                                   (182)            344           2,217  
Tax benefit from exercise of stock options                                 1,797             168             884  
Stock incentives and directors' compensation                                 231             561               -  
Other                                                                          -             (47)              -  
                                                                      ----------       ---------       ---------  
Balance at end of year                                               $    53,026      $   51,121      $   50,020  
                                                                      ----------       ---------       ---------  

Retained Earnings                                                                                                 
Balance at beginning of year                                         $   499,954      $  466,514      $  325,361  
Net earnings                                                              42,422          44,491         153,830  
Cash dividends on common stock                                           (11,172)        (11,051)        (12,677) 
                                                                      ----------       ---------       ---------  
Balance at end of year                                               $   531,204      $  499,954      $  466,514  
                                                                      ----------       ---------       ---------  

Accumulated Other Comprehensive Income (Loss)                                                                     
Balance at beginning of year                                         $    (1,488)     $   (1,579)     $   (7,401) 
Foreign currency translation adjustments                                  (1,750)             91          (1,637) 
Translation adjustments related to sale of                                                                        
     Mexican affiliate                                                         -               -           7,459  
                                                                      ----------       ---------       ---------  
Balance at end of year                                               $    (3,238)     $   (1,488)     $   (1,579) 
                                                                      ----------       ---------       ---------  

Treasury Stock                                                                                                    
Balance at beginning of year                                         $  (215,994)     $ (182,825)     $   (7,815) 
Purchase of treasury stock                                                (2,773)        (33,241)       (176,550) 
Exercise of stock options                                                  1,330             (73)          1,540  
Stock incentives and directors' compensation                                  88             145               -  
                                                                      ----------       ---------       ---------  
Balance at end of year                                               $  (217,349)     $ (215,994)     $ (182,825) 
                                                                      ----------       ---------       ---------  

Total Stockholders' Equity                                           $   431,084      $  401,093      $  399,705  
                                                                      ==========       =========       =========  

See accompanying notes which are an integral part of these statements.                                            

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Organization and Significant Accounting Policies                            

Organization.  A. O.  Smith  Corporation  is a  manufacturer  serving  customers
worldwide.  The company's  major product lines include:  fractional and integral
horsepower  Alternating  Current  (A/C) and Direct  Current  (D/C) and  hermetic
electric  motors,  and residential and commercial  water heaters.  The company's
products are  manufactured  and marketed  primarily in North  America.  Electric
motors are sold principally to original equipment  manufacturers.  Water heaters
are distributed principally through a diverse network of plumbing wholesalers.  

As discussed in Note 3, the company's  fiberglass  piping systems and liquid and
dry storage systems are classified as discontinued operations. Fiberglass piping
is sold through a network of  distributors to the service station market and the
petroleum production industry as well as the chemical/industrial market. Storage
tanks are sold  through a  network  of  dealers  to  municipalities,  industrial
concerns and farmers.                                                           

Consolidation and basis of presentation.  The consolidated  financial statements
include the accounts of the company and its wholly owned subsidiaries.          

Investment in joint  ventures.  At December 31, 1997, the company  accounted for
its two joint ventures in the People's Republic of China on the equity method as
the local venture partners held certain  participating rights. In December 1998,
the company  bought out its partner in its water heater joint  venture (see Note
2) and accordingly,  the company consolidated this entity beginning December 31,
1998.  The fiberglass  piping joint venture became a wholly owned  subsidiary in
January 1999 and is classified as a discontinued operation (see Note 3).        

Use of estimates.  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts  reported in the accompanying  financial
statements and notes. Actual results could differ from those estimates.         

Fair values.  The carrying  amounts of cash and cash  equivalents,  receivables,
trade payables,  and long-term debt  approximated  fair value as of December 31,
1999 and 1998.                                                                  

Foreign currency  translation.  For all  subsidiaries  outside the United States
with the  exception  of  Mexico,  the  company  uses the local  currency  as the
functional currency. For these operations, assets and liabilities are translated
into U.S.  dollars at year-end  exchange  rates,  and  revenues and expenses are
translated  at  weighted-average   exchange  rates.  The  resulting  translation
adjustments are recorded as a separate component of stockholders'  equity. Gains
and losses from foreign currency transactions are included in net earnings.     

Cash and cash equivalents.  The company considers all highly liquid investments,
generally  with a maturity of three  months or less when  purchased,  to be cash
equivalents.  Cash  equivalents,  consisting  principally of money market funds,
totaled $26.9  million at December 31, 1998.  The cost of these  securities  are
considered to be "available for sale" for financial reporting purposes.         

Inventory valuation. Inventories are carried at lower of cost or market. Cost is
determined  on the  last-in,  first-out  (LIFO)  method  for  substantially  all
domestic  inventories.  Inventories  of foreign  subsidiaries  and  supplies are
determined using the first-in, first-out (FIFO) method.                         

Property,  plant,  and equipment.  Property,  plant, and equipment are stated at
cost. Depreciation is computed primarily by the straight-line method.           

Goodwill and other  intangibles.  Goodwill and other  intangibles  are stated at
cost and are  amortized  on a  straight-line  basis over the  estimated  periods
benefited ranging from 10 to 40 years.                                          

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1.  Organization and Significant Accounting Policies (continued)                

Impairment of long-lived assets. Property, plant, and equipment, other long-term
assets,  goodwill,  and other  intangibles are reviewed for impairment  whenever
events or changes in circumstances  indicate that the carrying amount may not be
recoverable. If the sum of the expected undiscounted cash flows is less than the
carrying value of the related asset or group of assets, a loss is recognized for
the  difference  between the fair value and carrying value of the asset or group
of assets. Such analyses necessarily involve significant judgment.              

Derivative  instruments.  The company  enters into futures  contracts to fix the
cost of certain raw material  purchases,  principally copper, with the objective
of  minimizing  changes  in  inventory  cost  due to  market  fluctuations.  Any
differences  between the  company's  fixed price and current  market  prices are
included as part of the inventory cost when the contracts mature. As of December
31, 1999, the company had contracts covering the majority of its expected copper
requirements  for 2000.  These  futures  contracts  limit the  impact  from both
favorable and  unfavorable  price changes.  The effect of these programs was not
material to the results of  operations  for the three years ended  December  31,
1999.                                                                           

As a result of having various foreign operations,  the company is exposed to the
effect of foreign  currency rate  fluctuations  on the U.S.  dollar value of its
foreign subsidiaries. Further, the company and its subsidiaries conduct business
in various  foreign  currencies.  To minimize the effect of fluctuating  foreign
currencies  on its income,  the company  enters into  foreign  currency  forward
contracts.  The contracts are used to hedge known foreign currency  transactions
on a continuing basis for periods consistent with the company's exposures.      

The company does not engage in  speculation.  The difference  between market and
contract  rates is  recognized  in the same period in which gains or losses from
the transactions being hedged are recognized.  The contracts, which are executed
with major  financial  institutions,  generally  mature  within one year with no
credit loss anticipated for failure of the counterparties to perform.           

The following table  summarizes,  by currency,  the  contractual  amounts of the
company's forward exchange contracts.                                           

December 31 (dollars in thousands)            1999                   1998       
------------------------------------------------------------------------------- 
                                       Buy        Sell       Buy        Sell
                                     --------    -------    --------   -------

 U.S. dollar                         $  1,400    $ 8,100    $  2,400   $ 2,400
 British pound                            477      1,391         498     1,991
 Mexican peso                          35,516          -      32,535         -
                                     --------    -------    --------    ------
       Total                         $ 37,393    $ 9,491    $ 35,433   $ 4,391
                                      =======     ======     =======    ======

The  forward  contracts  in place at  December  31,  1999 and 1998  amounted  to
approximately  60 and 80 percent,  respectively,  of the  company's  anticipated
subsequent year exposure for those currencies hedged.                           

Revenue recognition.  The company recognizes revenue upon shipment of product to
the customer.                                                                   

Research  and  development.  Research  and  development  costs  are  charged  to
operations  as incurred  and  amounted to $15.6,  $12.8,  and $12.6  million for
continuing operations during 1999, 1998 and 1997, respectively.                 

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1.  Organization and Significant Accounting Policies (continued)                

Environmental  remediation costs. The company accrues for losses associated with
environmental   obligations   when  such  losses  are  probable  and  reasonably
estimable.  Costs of estimated  future  expenditures are not discounted to their
present value. Recoveries of environmental  remediation costs from other parties
are recorded as assets when their receipt is probable. The accruals are adjusted
as facts and circumstances change.                                              

Earnings per share of common stock..  The numerator for the calculation of basic
and diluted  earnings per share is net earnings.  The following table sets forth
the  computation  of  basic  and  diluted  weighted-average  shares  used in the
earnings per share calculations:                                                

                                              1999       1998       1997
--------------------------------------------------------------------------------
Denominator for basic earnings per share--                                  
     weighted-average shares                   23,220,813  23,583,790 27,634,307
  Effect of dilutive stock options                566,540     600,114    556,978
                                               ----------  ---------- ----------
  Denominator for diluted earnings per share   23,787,353  24,183,904 28,191,285
                                               ==========  ========== ==========

New accounting standards.  During 1998, the Financial Accounting Standards Board
issued  SFAS  No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities"  (the Statement),  which was amended by SFAS No. 137.  Provisions of
the  Statement  are  required to be adopted for years  beginning  after June 15,
2000,  and will require the company to recognize all  derivatives in the balance
sheet at fair value.  The company will adopt the Statement no later than January
1, 2001, and estimates that the adoption of SFAS No. 133 will not be material to
its results of operations, financial position, or cash flows.                   

2.  Acquisitions                                                                

On  August 2,  1999,  the  company  acquired  the  assets  of  MagneTek,  Inc.'s
(MagneTek)  domestic  electric  motor  business  and six  wholly  owned  foreign
subsidiaries  for $244.6 million.  On July 1, 1998, the company acquired certain
assets  of  General  Electric  Company's  domestic   compressor  motor  business
(Scottsville) for $125.6 million. On March 31, 1997, the company acquired UPPCO,
Incorporated  (UPPCO), a manufacturer of subfractional  C-frame electric motors,
for $60.9 million. All of the acquisitions were accounted for using the purchase
method of accounting  and,  accordingly,  the financial  statements  include the
operating  results of the acquired  businesses  from their  respective  dates of
acquisition.  The purchase prices have been allocated to the assets acquired and
the liabilities  assumed based upon their  respective fair values at the date of
acquisition.  The  excess of the  purchase  prices  over the fair  values of net
assets acquired, $103.6, $92.6 and $46.2 million for MagneTek,  Scottsville, and
UPPCO, respectively, have been recorded as goodwill. The MagneTek purchase price
allocation  was  based  upon  current  estimates  and  may  be  revised.   Other
intangibles  acquired in  connection  with the  MagneTek  acquisition  including
assembled  workforce,  customer list, patents, and trademarks were assigned fair
values aggregating $9.0 million and are being amortized over periods of 10 to 30
years.                                                                          

In connection with the MagneTek acquisition,  additional purchase liabilities of
$19.4 million were recorded which included employee severance and relocation, as
well as certain  facility  exit  costs.  Costs  incurred  from August 2, 1999 to
December  31, 1999 and  charged  against the  purchase  liabilities  totaled $.9
million.                                                                        

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2.  Acquisitions (continued)                                                    

As  discussed in Note 1, the company  purchased  its  partner's  interest in its
water systems joint venture in December 1998.  The excess of the  consideration,
including the  distribution to the partner of certain  inventories and equipment
over the fair values of the assets  acquired,  amounted to $5.3  million and has
been recorded as goodwill.                                                      

On a pro  forma  basis,  the  unaudited  consolidated  results  from  continuing
operations  assuming the  acquisitions of MagneTek and  Scottsville  occurred on
January 1, 1998 follows:                                                        

Years ended December 31 (dollars in thousands)         1999             1998    
--------------------------------------------------------------------------------
Net sales                                          $1,275,508       $1,223,675  
Earnings                                               42,379           41,891  
Earnings per share:                                                             
Basic 1.83                                             1.78                 
Diluted                                                1.78             1.73

The pro forma  results have been  prepared for  informational  purposes only and
include  adjustments  to  depreciation  expense of acquired plant and equipment,
amortization of goodwill,  increased  interest expense on acquisition  debt, and
certain other adjustments,  together with related income tax effects of all such
adjustments.   Anticipated   efficiencies  from  the  consolidation  of  certain
manufacturing  activities  and  anticipated  lower material costs related to the
consolidation  of purchasing  have been  excluded  from the pro forma  operating
results.  These pro forma results do not purport to be indicative of the results
of operations  that would have  occurred had the  purchases  been made as of the
beginning  of the periods  presented  or of the results of  operations  that may
occur in the future.                                                            

3.  Discontinued Operations                                                     

On January 17, 2000,  the company,  with the approval of its Board of Directors,
decided  to divest  the  company's  fiberglass  piping  and  liquid and dry bulk
storage  businesses.  Net sales of the  fiberglass  piping  and  liquid  and dry
storage businesses were $117.8,  $142.8 and $154.7 million in fiscal 1999, 1998,
and 1997, respectively.                                                         

On April 18, 1997, the company sold its automotive products business,  excluding
its Mexican  automotive  affiliate,  for $710 million.  On October 1, 1997,  the
company sold its 40 percent  interest in its Mexican  affiliate for $63 million.
Net sales of the automotive operations were $296.2 for 1997, through the date of
the sale.                                                                       

The  operating  results  of  the  discontinued  businesses  have  been  reported
separately as discontinued  operations in the accompanying financial statements.
Certain expenses have been allocated to the discontinued  operations,  including
interest  expense,  which was allocated  based on the ratio of net assets of the
discontinued businesses to the total consolidated capital of the company.       

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3.  Discontinued Operations (continued)                                         

                                                        [Enlarge/Download Table]

The  components  of the net assets of  discontinued  operations  included in the consolidated balance sheets      
are as follows:                                                                                                   
December 31 (dollars in thousands)                                                       1999             1998    
------------------------------------------------------------------------------------------------------------------
Current Assets                                                                                                    
                                                                                                                  
  Receivables                                                                      $    23,644      $    20,666   
  Inventories                                                                           11,636           12,768   
  Other current assets                                                                   5,048            5,174   
  Trade payables                                                                        (6,410)          (6,355)  
  Accrued payroll and benefits                                                          (5,410)          (6,705)  
  Other                                                                                (18,103)         (10,330)  
                                                                                    ----------       ----------   
Net current assets                                                                 $    10,405      $    15,218   
                                                                                    ==========       ==========   

Long-Term Assets                                                                                                  
  Net property, plant, and equipment                                               $    47,376      $    44,314   
  Other assets                                                                          14,724           16,289   
  Long-term liabilities                                                                (10,309)         (11,351)  
                                                                                    ----------       ----------   
Net long-term assets                                                               $    51,791      $    49,252   
                                                                                    ==========       ==========   
                                                        [Enlarge/Download Table]

4.  Statement of Cash Flows                                                                                     
Supplemental cash flow information is as follows:                                                               

Years ended December 31 (dollars in thousands)                        1999               1998             1997  
----------------------------------------------------------------------------------------------------------------
Change in current assets and liabilities:                                                                       
                                                                                                                
  Receivables                                                    $  (11,773)       $     3,068      $     3,819 
  Inventories                                                       (20,158)           (10,190)           7,775 
  Other current assets                                                  392               (922)           1,117 
  Trade payables                                                      6,654             (5,855)          (6,671)
  Accrued liabilities, including payroll and benefits                (1,979)             6,614            3,362 
  Income taxes                                                         (514)              (258)           2,421 
                                                                  ---------         ----------       ---------- 
                                                                 $  (27,378)       $    (7,543)     $    11,823 
                                                                  =========         ==========       ========== 

                                                        [Enlarge/Download Table]

5.  Inventories                                                                                                 

December 31 (dollars in thousands)                                                       1999             1998  
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Finished products                                                                  $    99,335      $    51,057 
Work in process                                                                         40,197           16,861 
Raw materials                                                                           41,997           40,018 
Supplies                                                                                 1,322              902 
                                                                                    ----------       ---------- 
                                                                                       182,851          108,838 
Allowance to state inventories at LIFO cost                                             19,408           21,622 
                                                                                    ----------       ---------- 
                                                                                   $   163,443      $    87,216 
                                                                                    ==========       ========== 

                                                        [Enlarge/Download Table]

6.  Property, Plant, and Equipment                                                                              

December 31 (dollars in thousands)                                                       1999             1998  
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Land                                                                               $     6,690      $     5,528 
Buildings                                                                               91,417           80,465 
Equipment                                                                              420,634          319,552 
                                                                                    ----------       ---------- 
                                                                                       518,741          405,545 
Less accumulated depreciation                                                         (235,248)        (201,089)
                                                                                    ----------       ---------- 
                                                                                   $   283,493      $   204,456 
                                                                                    ==========       ========== 

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6.  Property, Plant, and Equipment (continued)                                  

Capitalized  interest on borrowed  funds during  construction  was $1.5 and $1.0
million  in 1998 and  1997,  respectively.  In 1999,  there  was no  capitalized
interest within the company's continuing operations.                            

7.   Long-Term Debt and Lease Commitments                                       

December 31 (dollars in thousands)                            1999       1998   
--------------------------------------------------------------------------------
Bank credit lines, average year-end interest rate of                            
6.1% for 1999 and 6.4% for 1998                          $ 19,944   $  6,789

Commercial paper, average year-end interest rate of                             
6.3% for 1999                                             134,522          -

Revolver borrowings, average year-end interest rate of                          
6.9% for 1999                                              82,000          -

Term notes with insurance companies, expiring through                           
2018, average year-end interest rate of 7.0% for 1999                       
and 1998                                                  106,914    111,543

Other notes, expiring through 2012, average year-end                            
interest rate of  4.7% for 1999 and 4.6% for 1998          17,500     17,500
                                                         --------   --------
                                                          360,880    135,832
Less amount due within one year                               9,629      4,629  
                                                         --------   --------
                                                         $351,251   $131,203
                                                         ========   ========

The company has a $350 million  revolving  credit agreement with a group of nine
banks of which $100  million  expires July 31,  2000,  and $250 million  expires
August 2, 2004.  At its option,  the company  maintains  either cash balances or
pays fees for bank credit and services.                                         

The company's  credit  agreement and term notes contain  certain  conditions and
provisions  which  restrict the company's  payment of dividends.  Under the most
restrictive  of  these  provisions,  retained  earnings  of $59.9  million  were
unrestricted as of December 31, 1999.                                           

Borrowings  under the bank credit lines and in the  commercial  paper market are
supported  by the  long-term  portion of the  revolving  credit  agreement,  and
accordingly,  have  been  classified  as  long-term.  It has been the  company's
practice to renew or replace the  revolving  credit  agreement so as to maintain
the  availability of debt on a long-term basis and to provide 100 percent backup
for its borrowings in the commercial paper market.                              

Long-term debt,  maturing  within each of the five years  subsequent to December
31,  1999,  is  as  follows:  2000-$9.6;  2001-$11.1;   2002-$13.3;  2003-$11.7;
2004-$8.6 million.                                                              

Future minimum  payments  under  noncancelable  operating  leases for continuing
operations  total $64.2 million and are due as follows:  2000-$10.5;  2001-$9.0;
2002-$8.0; 2003-$7.5; 2004-$6.6; and thereafter- $22.6 million. Rent expense for
continuing  operations,  including  payments under operating leases,  was $15.3,
$12.9, and $11.6 million in 1999, 1998, and 1997, respectively.                 

Interest paid by the company for continuing  and  discontinued  operations,  was
$13.8, $6.4 and $13.0 million in 1999, 1998, and 1997, respectively.            

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8.  Stockholders' Equity                                                        

The company's authorized capital consists of 3 million shares of Preferred Stock
$1 par value,  14 million  shares of Class A Common  Stock $5 par value,  and 60
million shares of Common Stock $1 par value. The Common Stock has equal dividend
rights  with  Class A Common  Stock  and is  entitled,  as a class,  to elect 25
percent of the board of  directors  and has  1/10th  vote per share on all other
matters.                                                                        

During 1999, 1998, and 1997, 14,655, 19,914, and 10,950 shares, respectively, of
Class A Common Stock were converted into Common Stock. Regular dividends paid on
the Class A Common and Common Stock  amounted to $.48,  $.47, and $.45 per share
in 1999, 1998, and 1997, respectively.                                          

On January 27, 1997, the company's board of directors approved the repurchase of
up to 3 million shares of Common Stock.  On June 10, 1997, and December 9, 1997,
the board  authorized  the  repurchase  of up to $80  million  and $50  million,
respectively,  of  additional  Common Stock.  During 1999 and 1998,  the company
purchased 855 and 4,800 shares of Class A Common Stock and 128,396 and 1,183,650
shares of Common Stock, respectively. At December 31, 1999, 32,595 and 9,122,640
shares of Class A Common  Stock and  Common  Stock,  respectively,  were held as
treasury  stock.  At December 31, 1998,  31,740 and 9,226,036  shares of Class A
Common Stock and Common Stock, respectively, were held as treasury stock.       

9.  Stock Options                                                               

The  company  has two  Long-Term  Executive  Incentive  Compensation  Plans  for
granting of nonqualified and incentive stock options to key employees.  The 1990
Plan has terminated except as to outstanding options. The 1999 Plan provides for
the  issuance of 1.5 million  stock  options at fair value on the date of grant.
The options  granted  become  exercisable  one year from date of grant and,  for
active  employees,  expire ten years  after date of grant.  The number of shares
available for granting of options at December 31, 1999 was 1,270,300.           

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9. Stock Options (continued)                                                    

                                                        [Enlarge/Download Table]
Changes in option shares, all of which are Common Stock, were as follows:                                                    


                                                         Weighted-                                                           
                                                          Average                                                            
                                                         Per Share                                                           
                                                          Exercise                      Years Ended December 31              
                                                         Price-1999             1999              1998              1997     
                                                        ------------            ----              ----              ----     
                                                                                                                             
Outstanding at beginning of year                            $14.29            2,022,900         1,883,025        1,963,200   

Granted                                                                                                                      
   1999--$29.03 per share                                    29.03              173,900                                      
   1998--$18.31 to $29.83 per share                                                               277,350                    
   1997--$27.25 per share                                                                                          175,050   

Exercised                                                                                                                    
   1999--$4.67 to $16.67 per share                            5.29             (217,000)                                     
   1998--$5.79 to $18.33 per share                                                               (137,475)                   
   1997--$5.63 to $18.33 per share                                                                                (255,225)  
                                                                           --------------------------------------------------
Outstanding at End of Year                                                                                                   
   (1999--$4.67 to $29.83 per share)                         16.57            1,979,800         2,022,900        1,883,025   
                                                                              =========         =========        =========   

Exercisable at End of Year                                   15.37            1,805,900         1,745,550        1,707,975   
                                                                              =========         =========        =========   

During 1998,  an executive  elected to defer the gain related to the exercise of
107,100  options.  As a result,  the  executive  deferred  the receipt of 79,870
shares of Common Stock for which the company's obligation to issue the shares is
included within Stockholders' Equity.                                           

The following table summarizes weighted-average information by range of exercise
prices for stock options outstanding and exercisable at December 31, 1999:      

                                                        [Enlarge/Download Table]

                                                                            Weighted- 
                         Options     Weighted-     Options      Weighted-    Average  
                     Outstanding at   Average   Exercisable at   Average    Remaining 
     Range of         December 31,    Exercise   December 31,   Exercise   Contractual
  Exercise Prices        1999          Price        1999         Price        Life    
-------------------  --------------  ---------  --------------   -------   -----------
                                                                                      
$4.67 to $5.63            335,100      $5.28       335,100       $ 5.28      2 years  
$8.67                     151,200       8.67       151,200         8.67      3 years  
$16.33 to $18.33        1,135,700      17.31     1,135,700        17.31      7 years  
$25.25 to $29.83          357,800      28.14       183,900        27.30      9 years  
                        ---------                ---------                            
                        1,979,800                1,805,900                            
                        =========                =========                            

SFAS No. 123, "Accounting for Stock-Based  Compensation,"  encourages,  but does
not require  companies  to record  compensation  cost for  stock-based  employee
compensation  plans at fair value.  The company has chosen to continue  applying
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and related  interpretations  in  accounting  for its stock  option
plans. Accordingly, because the number of shares is fixed and the exercise price
of the stock options equals the market price of the underlying stock on the date
of grant, no compensation expense has been recognized.                          

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9. Stock Options (continued)                                                    

Had  compensation  cost been  determined  based upon the fair value at the grant
date for awards  under the plans based on the  provisions  of SFAS No. 123,  the
company's pro forma earnings and earnings per share from  continuing  operations
would have been as follows:                                                     

Years ended December 31 (dollars in thousands,                                  
except per share amounts)                       1999        1998      1997  
--------------------------------------------------------------------------------
Earnings:                                                                       
  As reported                                 $50,270     $40,656    $32,065
  Pro forma                                    49,311      39,839     31,167
Earnings per share:                                                             
As reported:                                                            
      Basic                                   $  2.17       $1.73      $1.16
      Diluted                                    2.11        1.68       1.14
Pro forma:                                                              
      Basic                                      2.12        1.69       1.13
      Diluted                                    2.07        1.65       1.11

The  weighted-average  fair value per option at the date of grant  during  1999,
1998, and 1997 using the Black-Scholes  option-pricing  model, was $9.58,  $5.30
and $7.51, respectively. Assumptions were as follows:                           

                                               1999        1998       1997
--------------------------------------------------------------------------------
Expected life (years)                              4.0         4.0        4.0   
Risk-free interest rate                            6.5%        4.6%       5.9%  
Dividend yield                                     2.1%        2.1%       2.0%  
Expected volatility                               38.6%       35.2%      30.4%  

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10.  Pension and Other Post-retirement Benefits                                 

The company provides retirement benefits for all United States employees and has
several  foreign  pension  plans,  none of which are  material to the  company's
financial  position.  Plan assets consist  primarily of marketable  equities and
debt  securities.   The  company  also  has  several  unfunded  defined  benefit
post-retirement  plans  covering  certain  hourly and salaried  employees  which
provide medical and life insurance benefits from retirement to age 65.          

The following  tables present the changes in benefit  obligations,  plan assets,
funded status and major assumptions used to determine these amounts for domestic
pension and post-retirement  plans, and components of net periodic benefit costs
including amounts for discontinued operations.                                  

                                                        [Enlarge/Download Table]

                                                          Pension Benefits                    Post-retirement Benefits      
                                                   -----------------------------            --------------------------------
Years ended December 31 (dollars in thousands)        1999               1998                   1999             1998       
----------------------------------------------------------------------------------------------------------------------------
Change in benefit obligations                                                                                               
                                                                                                                            
Benefit obligation at beginning of year            $ (527,597)        $ (495,215)           $ (16,312)       $  (15,208)    
Service cost                                           (4,890)            (4,368)                (338)             (194)    
Interest cost                                         (36,314)           (35,761)              (1,195)           (1,026)    
Participant contributions                                   -                  -                 (261)             (165)    
Plan amendments                                          (125)            (2,462)                   -                 -     
Acquisitions                                          (33,136)                 -               (1,770)           (1,627)    
Actuarial gains (losses) including                                                                                          
    assumption changes                                 33,072            (25,543)                 152              (129)    
Benefits paid                                          38,332             35,752                2,247             2,037     
                                                   ----------         ----------            ---------        ----------     

Benefit obligation at end of year                  $ (530,658)        $ (527,597)           $ (17,477)       $  (16,312)    
                                                   ==========         ==========            =========        ==========     

Change in plan assets                                                                                                       
Fair value of plan assets at beginning of year     $  628,856         $  580,865            $       -        $        -     
Actual return on plan assets                          134,902             83,743                    -                 -     
Contribution by the company                                 -                  -                1,986             1,872     
Participant contributions                                   -                  -                  261               165     
Acquisitions                                           30,061                  -                    -                 -     
Benefits paid                                         (38,332)           (35,752)              (2,247)           (2,037)    
                                                   ----------         ----------            ---------        ----------     

Fair value of plan assets at end of year           $  755,487         $  628,856            $       -        $        -     
                                                   ==========         ==========            =========        ==========     

Funded status                                      $  224,829         $  101,259            $ (17,477)       $  (16,312)    
Unrecognized net actuarial gain                      (163,361)           (51,985)              (1,848)           (1,755)    
Unrecognized net transition asset                      (1,437)            (2,376)                   -                 -     
Unrecognized prior service cost                         4,250              4,627                 (829)             (981)    
                                                   ----------         ----------            ---------        ----------     

Prepaid pension asset (accrued cost)               $   64,281         $   51,525            $ (20,154)       $  (19,048)    
                                                   ==========         ==========            =========        ==========     

Major assumptions as of December 31                                                                                         
Discount rate                                            7.75%              7.00%                7.75%             7.00%    
Expected return on plan assets                          10.25%             10.25%                 n/a               n/a     
Rate of compensation increase                            4.00%              4.00%                4.00%             4.00%    
Health care cost trend rate                               n/a                n/a                 6.00%             6.00%    

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10. Pension and Other Post-retirement Benefits (continued)                      

                                                        [Enlarge/Download Table]

                                                         Pension Benefits                    Post-retirement Benefits       
                                               ----------------------------------      -------------------------------------
Years ended December 31 (dollars in thousands)    1999          1998        1997         1999        1998         1997      
----------------------------------------------------------------------------------------------------------------------------
Components of net periodic benefit cost                                                                                     
                                                                                                                            
Service cost                                   $  4,890      $  4,368    $  2,765      $   338     $   194      $   222     
Interest cost                                    36,314        35,761      35,944        1,195       1,026        1,155     
Expected return on plan assets                  (56,598)      (53,100)    (49,845)           -           -            -     
Amortization of prior service cost                  502           346         959         (152)       (152)           -     
Amortization of transition asset                   (939)         (939)       (939)           -           -            -     
Amortization of net actuarial gain                    -             -           -          (59)       (162)        (367)    
                                               --------      --------    --------      -------      ------      -------     

Benefit cost (income)                          $(15,831)     $(13,564)   $(11,116)     $ 1,322     $   906      $ 1,010     
                                               ========      ========    ========      =======      ======      =======     

Net  periodic  benefit  cost  is  determined  using  the  assumptions  as of the
beginning of the year. The funded status is determined  using the assumptions as
of the end of the year.                                                         

Accrued  post-retirement  benefit cost is included in the  consolidated  balance
sheet in the accounts shown below:                                              

December 31 (dollars in thousands)                 1999           1998          
--------------------------------------------------------------------------------
Accrued liabilities                             $  1,631       $  1,631         
Post-retirement benefit obligation                18,523         17,417         
                                        -------        -------
Accrued post-retirement benefit cost            $ 20,154       $ 19,048         
                                        =======        =======

The company does not provide post-retirement health care benefits beyond age 65.
Certain  hourly  employees  retiring  after  January 1, 1996,  are  subject to a
maximum annual benefit and salaried employees hired after December 31, 1993, are
not eligible for post-retirement medical benefits. As a result, a one percentage
point  change in the health  care cost  trend rate would not have a  significant
effect on the amounts reported.                                                 

The company  has a defined  contribution  profit  sharing  and  retirement  plan
covering the  majority of its salaried  nonunion  employees  which  provides for
annual  company  contributions  of 35  percent  to  140  percent  of  qualifying
contributions  made by  participating  employees.  The  amount of the  company's
contribution   in  excess  of  35  percent  is  dependent   upon  the  company's
profitability.  In  connection  with the  acquisition  of MagneTek,  the company
established  a defined  contribution  plan that  provides for  matching  company
contributions  of 2  percent  of the  first  6  percent  of  qualified  employee
contributions up to an annual maximum  contribution  that is consistent with the
previous  employer.  The company's  contributions  for all defined  contribution
plans,  including amounts for discontinued  operations and acquisitions from the
date of acquisition, were $4.0, $3.5, and $3.5 million for 1999, 1998, and 1997,
respectively.                                                                   

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11.   Income Taxes                                                              

The  components  of the  provision  for income taxes for  continuing  operations
consisted of the following:                                                     

Years ended December 31 (dollars in thousands)      1999       1998      1997   
------------------------------------------------------------------------------- 
Current:                                                                        
 Federal                                        $13,210    $15,036   $23,391
 State                                            2,399      1,330       607
 International                                    1,339        718       894
Deferred                                           11,274      6,855    (4,822) 
Business tax credits                               (1,400)      (750)   (1,700) 
                                                -------      ------   ------

                                                $26,822    $23,189   $18,370
                                                =======     ======   =======

The  provision  for income  taxes for  continuing  operations  differs  from the
statutory U.S. federal rate due to the following items:                         

Years ended December 31 (dollars in thousands)      1999       1998      1997   
------------------------------------------------------------------------------- 

Provision at federal statutory rate               $26,982    $23,422   $18,561  
International income taxes                         (1,413)      (662)     (158) 
State income and franchise taxes                    2,782      1,534     1,532  
Business tax credits                               (1,400)      (750)   (1,700) 
Non-deductible items                                  439        499       516  
Foreign sales corporation benefit                    (568)      (854)     (381) 
                                                -------     ------    ------

                                                $26,822    $23,189   $18,370
                                                =======     ======    ======

Components of earnings from  continuing  operations  before income taxes were as
follows:                                                                        

Years ended December 31 (dollars in thousands)      1999       1998      1997   
------------------------------------------------------------------------------- 

United States                                     $76,201    $62,449   $50,114  
International                                         891      4,472     2,916  
                                                 ------     ------    ------

                                                $77,092    $66,921   $53,030
                                                 ======     ======    ======

Total taxes paid by the  company  for  continuing  and  discontinued  operations
amounted  to  $11.6,   $6.5,  and  $133.6  million  in  1999,  1998,  and  1997,
respectively.                                                                   

No provision for U.S. income taxes has been made on the  undistributed  earnings
of foreign  subsidiaries  as such  earnings  are  considered  to be  permanently
invested.  At December 31, 1999, the  undistributed  earnings  amounted to $28.5
million.  It is not practical to determine  the income tax liability  that would
result had such earnings been repatriated.  In addition, no provision or benefit
for U. S. income taxes have been made on foreign currency  translation  gains or
losses.                                                                         

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11. Income Taxes (continued)                                                    

The tax  effects of  temporary  differences  of assets and  liabilities  between
income tax and financial reporting for continuing operations are as follows:    

December 31 (dollars in thousands)                                              
--------------------------------------------------------------------------------
                           1999                       1998
                                ---------------------    -----------------------
                               Assets   Liabilities       Assets   Liabilities
--------------------------------------------------------------------------------

Employee benefits              $17,365     $26,895        $14,890     $20,754   
Product liability and warranty  10,107           -         10,238           -   
Depreciation differences             -      25,252              -      22,087   
Amortization differences             -       7,151              -       3,121   
All other                            -       5,526              -       5,627   
                             ------      ------        -------      ------

                            $27,472     $64,824        $25,128     $51,589
                             ======      ======        =======      ======

Net liability                              $37,352                    $26,461   
                                         ======                     ======

These deferred tax assets and liabilities are classified in the balance sheet as
current or long-term  based on the balance sheet  classification  of the related
assets and liabilities as follows:                                              

December 31 (dollars in thousands)                   1999           1998        
--------------------------------------------------------------------------------

Current deferred income tax assets                 $11,323        $10,352       
Long-term deferred income tax liabilities          (48,675)       (36,813)      
                                             ------        -------

Net liability                                      $37,352        $26,461       
                                             ======         ======

12. Litigation and Insurance Matters                                            

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.   The  following   paragraphs   summarize   noteworthy  actions  and
proceedings.                                                                    

On July 16,  1999,  a lawsuit  was filed in the United  States  District  Court,
Western  District of Missouri,  by  individuals  on behalf of themselves and all
persons  throughout  the United  States who have owned or currently  own a water
heater  manufactured by Rheem  Manufacturing  Company,  A. O. Smith Corporation,
Bradford White Company, American Water Heater Company, Lochinvar Corporation and
State  Industries,  Inc. (the "water heater  manufacturers")  that contain a dip
tube manufactured,  designed, supplied or sold by Perfection Corporation between
August  1993 and October  1996.  A dip tube is a plastic  tube in a  residential
water heater that brings the cold water supply to the bottom area of the tank to
be heated.                                                                      

The  plaintiffs  and  defendants  reached  a  settlement  of the  claims of this
litigation.  On November 22, 1999,  the United States  District  Court,  Western
District  of  Missouri,  entered an order  giving  preliminary  approval  to the
settlement.  On April 21, 2000, the court will hold a hearing on the fairness of
the  settlement and final  approval of the  settlement.  All other legal actions
brought against the water heater  manufacturers  respecting dip tube claims have
been stayed until the lawsuit which is the subject of the  settlement  agreement
is resolved.                                                                    

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12.  Litigation and Insurance Matters (continued)                               

Separately, the water heater manufacturers on September 29, 1999, filed a direct
action lawsuit in the Civil  District Court for the Parish of Orleans,  State of
Louisiana,  against the insurers of Perfection  Corporation  and American  Meter
Company, the parent company of Perfection.  This lawsuit seeks coverage from the
defendant  insurance  companies  for (i)  the  damages  that  the  water  heater
manufacturers  and the class  members in the federal  court  action  referred to
above have  incurred  because  of the  property  damages  caused by the dip tube
failures,  (ii) the  liability  of the water  heater  manufacturers  assumed  by
Perfection by contract,  and (iii) the personal  injuries  suffered by the water
heater manufacturers as a result of the disparagement of them and their products
in the media reports relating to the dip tubes.                                 

As of this date,  it is  premature  for the company to determine  what,  if any,
costs it will incur with  respect to the  aforementioned  settlement.  It is the
company's  expectation  that all or a  substantial  portion of the costs will be
recovered from the insurers of Perfection and American Meter Company, as well as
the company's insurers.                                                         

A  lawsuit  for  damages  and  declaratory  judgments  in the  Circuit  Court of
Milwaukee  County,  State of  Wisconsin,  in which the company is  plaintiff  is
pending against three insurance  companies for failure to pay in accordance with
liability insurance policies issued to the company.  The insurers have failed to
pay, in full or in part,  certain  judgments,  settlements,  and  defense  costs
incurred in connection with closed lawsuits alleging damages for economic losses
claimed to have arisen out of alleged defects in Harvestore  animal feed storage
equipment ("underlying claims"). In October 1998, the Wisconsin Appellate Court,
First  District,  entered an order which  reversed  the  decision of the Circuit
Court  which had  granted  the  company  partial  summary  judgment  against two
insurance  companies  with  respect  to  three  of the  underlying  claims.  The
company's  petition to the Wisconsin  Supreme Court to accept its appeal of this
decision was denied in January 1999,  and the Appellate  Court remanded the case
to the trial court with directions to grant summary judgment in favor of the two
insurance  companies with respect to the subject underlying claims. At the trial
court,  the  company and  insurance  companies  filed cross  motions for summary
judgment  with respect to the balance of the  underlying  claims  brought by the
company.  In February 2000, the trial court judge issued a decision granting the
insurance  companies summary  judgment.  The company intends to appeal the trial
court decision to the Wisconsin Appellate Court. While the company has, in part,
assumed  applicability  of this coverage,  should the company not prevail on its
claims, it would not be material to its financial condition.                    

The company is currently involved as a potentially  responsible party ("PRP") in
judicial and administrative proceedings initiated on behalf of various state and
federal  regulatory  agencies  seeking to clean up eleven  sites which have been
environmentally  impacted and to recover  costs they have incurred or will incur
as to those sites.  The company has also been designated a PRP with respect to a
former mine in Colorado  which is being  environmentally  remediated by the U.S.
EPA. The U.S. EPA commenced a lawsuit against a former owner of a mining company
involved at the site, and that owner commenced a third-party  action against the
company and other parties for contribution.                                     

It is impossible at this time to estimate the total cost of remediation  for the
sites or the  company's  ultimate  share of those costs,  primarily  because the
sites are in various stages of the remediation process and issues remain open at
many sites concerning the selection and  implementation of the final remedy, the
cost of that  remedy  and the  company's  liability  at a site  relative  to the
liability and viability of the other PRPs.                                      

The  company  has  established  reserves  for  these  sites in a manner  that is
consistent with generally  accepted  accounting  principles for costs associated
with such cleanups when those costs are capable of being  reasonably  estimated.
To the best of the  company's  knowledge,  the reserves it has  established  and
insurance proceeds that are available to the company are sufficient to cover the
company's  liability.  The  company  further  believes  its  insurers  have  the
financial  ability to pay any such covered claims,  and there are viable PRPs at
each of the sites  which  have the  financial  ability  to pay their  respective
shares of liability at the sites.                                               

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12.  Litigation and Insurance Matters (continued)                               

With respect to non-environmental claims, the company has self-insured a portion
of its product  liability loss exposure and other business risks for many years.
The company has  established  reserves  which it believes  are adequate to cover
incurred  claims.  For the year ended  December  31,  1999,  the company had $60
million of third-party  product  liability  insurance for  individual  losses in
excess of $1.5 million and for aggregate annual losses in excess of $10 million.
The  company   reevaluates  its  exposure  on  claims   periodically  and  makes
adjustments to its reserves as appropriate.                                     

13.  Operations by Segment                                                      

The  company  is  organized  based on the  products  it offers  and  under  this
organizational   structure  has  two   reportable   segments:   Electric   Motor
Technologies  and Water Systems  Technologies.  The Electric Motor  Technologies
segment  manufactures  fractional  and integral  Alternating  Current  (A/C) and
Direct  Current  (D/C)  motors  used  in  fans  and  blowers  in  furnaces,  air
conditioners,  and ventilating systems; industrial applications such as material
handling;  as well as in other consumer products such as home appliances and jet
pump motors sold to  manufacturers  of home water systems,  swimming pools,  hot
tubs,  and  spas.  In  addition,   the  Electric  Motor   Technologies   segment
manufactures  hermetic  motors  which are sold  worldwide  to  manufacturers  of
compressors  used in air  conditioning  and  refrigeration  systems.  The  Water
Systems  Technologies  segment  manufactures  residential gas and electric water
heaters as well as  commercial  water  heating  systems  used in a wide range of
applications  including  hotels,  laundries,  car washes,  factories,  and large
institutions.                                                                   

The  accounting  policies  of the  reportable  segments  are the  same as  those
described in the "Summary of Significant  Accounting  Policies" outlined in Note
1.  Intersegment  sales  have  been  excluded  from  segment  revenues  and  are
immaterial. Earnings before interest and taxes as adjusted for the pretax equity
in the  losses of the  company's  joint  venture  in 1998 and  1997,  is used to
measure the performance of the segments and allocate resources.                 

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13.  Operations by Segment (continued)                                          

                                                        [Enlarge/Download Table]
Operations by segment                                                                                                      

                                                                 Earnings before                                           
                                                                Interest and Taxes                    Net Sales            
                                                          -------------------------------  --------------------------------
Years ended December 31 (dollars in millions)               1999       1998       1997       1999       1998      1997     
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Electric Motor Technologies                               $  78.9    $  56.5    $  45.7    $  722.9   $ 480.0    $390.7    
Water Systems Technologies                                   33.8       30.0       29.2       316.4     294.8     287.5    
                                                           ------     ------     ------     -------    ------     -----    
Total Segments                                              112.7       86.5       74.9    $1,039.3   $ 774.8    $678.2    
                                                                                            -------    ------     =====    
Financial Services                                           (0.1)      (0.6)      (4.1)                                   
General Corporate and Research                                                                                             
   and Development Expenses                                 (24.1)     (21.8)     (24.3)                                   
Interest (Expense) Income - Net                             (11.4)      (2.2)       2.3                                    
                                                           ------     ------     ------                                    
Earnings from Continuing Operations                                                                                        
   before Income Taxes                                       77.1       61.9       48.8                                    
Provision for Income Taxes                                  (26.8)     (21.2)     (16.7)                                   
                                                           ------     ------     ------                                    
Earnings from Continuing Operations                       $  50.3    $  40.7    $  32.1                                    
                                                           ======     ======     ======                                    

Net sales of the Electric Motor Technologies segment includes sales to York International Corporation of $188.6, $128.5,   
and $93.5 million in 1999, 1998, and 1997, respectively.                                                                   

                                                        [Enlarge/Download Table]
Assets, depreciation, and capital expenditures by segment                                                              

                                                                  Depreciation and                 Capital             
                                                                    Amortization                 Expenditures          
                                       Total Assets                (Years Ended                  (Years Ended          
                                       (December 31)                December 31)                 December 31)          
-----------------------------------------------------------  --------------------------  ------------------------------
(dollars in millions)           1999     1998      1997        1999    1998     1997          1999     1998     1997   
-----------------------------------------------------------  --------------------------  ------------------------------
                                                                                                                       
Electric Motor Technologies  $  705.1   $378.5    $239.8      $27.3   $18.8    $14.1         $27.0    $14.0    $27.9   

Water Systems Technologies      177.4    168.1     161.0        8.8     6.7      6.6           5.6      4.2      9.0   
                              -------   ------    ------       ----    ----     ----          ----    -----     ----   
Total Segments                  882.5    546.6     400.8       36.1    25.5     20.7          32.6     18.2     36.9   

Corporate Assets                119.3    125.5     221.8        1.2     1.0      0.9           0.2      0.3      0.5   

Discontinued Operations          62.2     64.5      60.1        5.3     4.7     20.7           5.1      9.4     46.6   
                              -------   ------    ------       ----    ----     ----          ----    -----     ----   

Total                        $1,064.0   $736.6    $682.7      $42.6   $31.2    $42.3         $37.9    $27.9    $84.0   
                              =======   ======     =====       ====    ====     ====         =====    =====     ====   

Corporate assets consist primarily of cash, cash equivalents, deferred taxes, and prepaid pension.                     

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13.  Operations by Segment (continued)                                          

Net sales and long-lived assets by geographic location                          

The  following  data by  geographic  area  includes  net sales  based on product
shipment   destination  and  long-lived  assets  based  on  physical   location.
Long-lived assets include net property, plant, and equipment and other long-term
assets and  exclude  intangible  assets and  long-lived  assets of  discontinued
operations.                                                                     

                                                        [Enlarge/Download Table]

                                                                    Net Sales                      Long-Lived Assets        
                                                        ------------------------------     ---------------------------------
(dollars in millions)                                      1999       1998       1997        1999       1998        1997    
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                            
United States                                           $  929.7    $ 701.7    $ 607.8     $ 252.3    $ 178.0     $ 147.4   

Mexico                                                       8.2        3.9        2.3        91.7       71.7        70.6   

Other Foreign                                              101.4       69.2       68.1        28.5       26.1        32.5   
                                                        --------     ------     ------      ------     ------      ------   

Total                                                   $1,039.3    $ 774.8    $ 678.2     $ 372.5    $ 275.8     $ 250.5   
                                                         =======     ======     ======      ======     ======      ======   

14.  Quarterly Results of Operations (Unaudited)                                

                                                        [Enlarge/Download Table]

(dollars in millions, except per share amounts)                                                                             
----------------------------------------------------------------------------------------------------------------------------
                                         1st Quarter           2nd Quarter           3rd Quarter          4th Quarter       
                                      ----------------      ----------------      ----------------     ----------------     
                                       1999      1998        1999      1998        1999      1998       1999      1998      
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                            
Net sales                             $229.9    $186.4      $235.4    $188.1      $287.4    $207.0     $286.6    $193.3     
Gross profit                            45.9      38.2        49.5      39.3        54.7      40.4       56.8      40.4     
Earnings                                                                                                                    
       Continuing                       12.0       9.4        14.2      10.8        12.5      10.3       11.6      10.2     
       Discontinued                      (.6)       .8         (.3)      1.8         (.1)       .7       (6.9)       .5     
                                      ------    ------      ------    ------      ------    ------      -----    ------     
       Net Earnings                     11.4      10.2        13.9      12.6        12.4      11.0        4.7      10.7     
                                      ======    ======      ======    ======      ======    ======      =====    ======     
Basic earnings per share                                                                                                    
       Continuing                        .51       .39         .61       .46         .54       .44        .50       .44     
       Discontinued                     (.02)      .03        (.01)      .08        (.01)      .03       (.30)      .02     
                                      ------    ------      ------    ------      ------     -----      -----    ------     
       Net Earnings                      .49       .42         .60       .54         .53       .47        .20       .46     
                                      ======    ======      ======    ======      ======     =====      =====    ======     
Diluted earnings per share                                                                                                  
       Continuing                        .50       .38         .60       .45         .52       .43        .49       .43     
       Discontinued                     (.02)      .03        (.01)      .07           -       .03       (.29)      .02     
                                      ------    ------      ------    ------      ------     -----      -----    ------     
       Net Earnings                      .48       .41         .59       .52         .52       .46        .20       .45     
                                      ======    ======      ======    ======      ======     =====      =====    ======     

Common dividends declared                .12       .11         .12       .11         .12       .12        .12       .12     
                                      ======    ======      ======    ======      ======     =====      =====    ======     

Net earnings and dividends declared per share are computed  separately for each period and,  therefore,  the sum of such    
quarterly per share amounts may differ from the total for the year.                                                         

See Note 7 for restrictions on the payment of dividends.                        

ITEM 9 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
FINANCIAL DISCLOSURE                                                            
--------------------                                                            

None                                                                            

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PART III
--------

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    
------------------------------------------------------------                    

The  information  included  under the heading  "Election  of  Directors"  in the
company's definitive Proxy Statement for the 2000 Annual Meeting of Stockholders
(to be filed with the Securities and Exchange  Commission  under  Regulation 14A
within 120 days after the end of the  registrant's  fiscal year) is incorporated
herein by reference.  The information  required regarding  Executive Officers of
the company is included in Part I of this Form 10-K under the caption "Executive
Officers of the company."                                                       

The information included under the heading "Compliance with Section 16(a) of the
Securities  Exchange Act" in the company's  definitive  Proxy  Statement for the
2000  Annual  Meeting  of  Stockholders  (to be filed  with the  Securities  and
Exchange  Commission  under  Regulation 14A within 120 days after the end of the
registrant's fiscal year) is incorporated herein by reference.                  

ITEM 11 - EXECUTIVE COMPENSATION                                                
--------------------------------                                                

The  information  included  under the heading  "Executive  Compensation"  in the
company's definitive Proxy Statement for the 2000 Annual Meeting of Stockholders
(to be filed with the Securities and Exchange  Commission  under  Regulation 14A
within 120 days after the end of the  registrant's  fiscal year) is incorporated
herein by reference,  except for the information required by paragraphs (i), (k)
and (l) of Item 402(a)(8) of Regulation S-K.                                    

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        
------------------------------------------------------------------------        

The  information  included  under  the  headings  "Principal  Stockholders"  and
"Security  Ownership of Directors and  Management"  in the company's  definitive
Proxy  Statement for the 2000 Annual Meeting of  Stockholders  (to be filed with
the  Securities  and Exchange  Commission  under  Regulation 14A within 120 days
after  the end of the  registrant's  fiscal  year)  is  incorporated  herein  by
reference.                                                                      

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        
--------------------------------------------------------                        

The  information  included  under  the  headings  and  "Compensation   Committee
Interlocks  and  Insider   Participation"  in  the  company's  definitive  Proxy
Statement  for the 2000  Annual  Meeting of  Stockholders  (to be filed with the
Securities and Exchange  Commission  under  Regulation 14A within 120 days after
the end of the registrant's fiscal year) is incorporated herein by reference.   

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ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES and REPORTS ON FORM 8-K       
-------------------------------------------------------------------------       

(a)  Financial Statements and Financial Statement Schedules         
                                                                 Form 10-K
                                                                   Page Number
                                                                   -----------
   The following consolidated financial statements of A.O. Smith
Corporation are included in Item 8:                       

        Consolidated Balance Sheets at December 31, 1999 and 1998.....19
For each of the three years in the period ended         
December 31, 1999:                                      
          - Consolidated Statement of Earnings........................20
          - Consolidated Statement of Comprehensive Income............20
          - Consolidated Statement of Cash Flows......................21
          - Consolidated Statement of Stockholders' Equity............22
           Notes to Consolidated Financial Statements....................23-39

  The following consolidated financial statement schedule of
A. O. Smith Corporation is included in Item 14(d):      

        Schedule II - Valuation and Qualifying Accounts...............42

All other schedules are omitted since the required information is not present or
is not present in amounts sufficient to require  submission of the schedule,  or
because the  information  required is  included  in the  consolidated  financial
statements or the notes thereto.                                                

(b)  Reports on Form 8-K                                            

No reports on Form 8-K were filed during the last quarter of 1999.              

      (c)  Exhibits - see the Index to Exhibits on pages 49 - 50 of this report.

Pursuant to the requirements of Rule 14a-3(b)(10) of the Securities Exchange Act
of 1934,  as  amended,  the company  will,  upon  request and upon  payment of a
reasonable  fee not to exceed the rate at which such copies are  available  from
the Securities and Exchange  Commission,  furnish copies to its security holders
of any exhibits listed in the Index to Exhibits.                                

Management  contracts and  compensatory  plans and  arrangements  required to be
filed as  exhibits  pursuant  to Item 14(c) of Form 10-K are listed as  Exhibits
10(a) through 10(h) in the Index to Exhibits.                                   

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                                                        [Enlarge/Download Table]

                             A. O. SMITH CORPORATION                                               

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS                                   
                             (dollars in thousands)                                                

                  Years ended December 31, 1999, 1998, and 1997                                    


                                                           Additions                               
                                                   -----------------------                         
                                     Balance at    Charged to    Charged                 Balance at
                                      Beginning    Costs and     to Other                 End of   
Description                            of Year     Expenses1     Accounts2  Deductions3    Year    
-----------                          ----------    ----------    ---------  -----------  ----------

1999:                                                                                              
                                                                                                   
    Valuation allowance                                                                            
    for trade and notes                                                                            
    receivable                        $  2,523      $ 1,159      $     -      $   561     $ 3,121  

    Purchase liabilities:                                                                          
    severance, relocation,                                                                         
    and facility exit costs                  -            -       19,382          935      18,447  

1998:                                                                                              
    Valuation allowance                                                                            
    for trade and notes                                                                            
    receivable                           1,992          989            -          458       2,523  

1997:                                                                                              
    Valuation allowance                                                                            
    for trade and notes                                                                            
    receivable                           2,426        1,890            -        2,324       1,992  

1 Provision (credit) based upon estimated collection.                                              
2 Established in connection with the acquisition of MagneTek, Inc.                                 
3 Uncollectible amounts/expenditures charged against the reserve.                                  

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For the purposes of complying  with the  amendments to the rules  governing Form
S-8 (effective  July 13, 1990) under the Securities Act of 1933, the undersigned
registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into registrant's  Registration Statements on Form S-8 Nos. 2-72542
filed on May 26, 1981,  Post-Effective  Amendment  No. 1, filed on May 12, 1983,
Post-Effective  Amendment  No. 2, filed on  December  22,  1983,  Post-Effective
Amendment No. 3, filed on March 30, 1987;  33-19015  filed on December 11, 1987;
33-21356 filed on April 21, 1988; Form S-8 No. 33-37878 filed November 16, 1990;
Form S-8 No. 33-56827 filed December 13, 1994; Form S-8 No. 333-05799 filed June
12, 1996, and 333-92329 filed December 1999.                                    

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SIGNATURES
----------

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant has duly caused this report to be signed on behalf
of the undersigned, thereunto duly authorized.                                  

                                     A. O. SMITH CORPORATION

                  By:  /s/ Robert J. O'Toole
                                       ---------------------------------------
                   Robert J. O'Toole
                         Chief Executive Officer

             Date:   March 3, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below as of March 3, 2000 by the following  persons on behalf of
the registrant and in the capacities and on the dates indicated.                

Name and Title                                        Signature                 
--------------                                        ---------                 

ROBERT J. O'TOOLE                         /s/ Robert J. O'Toole                 
Chairman of the Board of                      Robert J. O'Toole                 
Directors, President and                                                    
Chief Executive Officer                                                     

GLEN R. BOMBERGER                         /s/ Glen R. Bomberger                 
Executive Vice President,                     Glen R. Bomberger                 
Chief Financial Officer and                                                 
Director                                                                    

JOHN J. KITA                                  /s/ John J. Kita                  
Vice President, Treasurer and Controller          John J. Kita                  

TOM H. BARRETT, Director                     /s/ Tom H. Barrett                 
                                Tom H. Barrett

WILLIAM F. BUEHLER, Director               /s/ William F. Buehler               
                                William F. Buehler

KATHLEEN J. HEMPEL, Director               /s/ Kathleen J. Hempel               
                                Kathleen J. Hempel

ROBERT N. POKELWALDT, Director            /s/ Robert N. Pokelwaldt              
                                Robert N. Pokelwaldt

AGNAR PYTTE, Director                          /s/ Agnar Pytte                  
                                 Agnar Pytte

ARTHUR O. SMITH, Director                    /s/ Arthur O. Smith                
                                 Arthur O. Smith

BRUCE M. SMITH, Director                     /s/ Bruce M. Smith                 
                                Bruce M. Smith

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 INDEX TO EXHIBITS
 -----------------

Exhibit                                                                         
Number    Description                                                           

(3)(i)    Restated  Certificate of  Incorporation  of the corporation as amended
          April 5, 1995  incorporated  by reference to the  quarterly  report on
          Form 10-Q for the quarter ended March 31, 1995 and as further  amended
          on February 5, 1996 and incorporated by reference to the annual report
on Form 10-K for the year ended December 31, 1995           

(3)(ii)   By-laws of the corporation as amended October 7, 1997  incorporated by
          reference to the  quarterly  report on Form 10-Q for the quarter ended
September 30, 1997                                          

(4)       (a) The corporation's  outstanding long-term debt is described in Note
          7 to the Consolidated Financial Statements. None of the long-term debt
          is  registered  under  the  Securities  Act of 1933.  None of the debt
          instruments  outstanding at the date of this report exceeds 10% of the
          corporation's total consolidated assets, except for the item disclosed
          as  exhibit  4(b)  below.  The  corporation  agrees to  furnish to the
          Securities  &  Exchange  Commission,   upon  request,  copies  of  any
          instruments  defining rights of holders of long-term debt described in
Note 7.                                                     

          (b) Fourth  Amendment  dated June 19, 1996 to the Amended and Restated
          Credit  Agreement  dated  as of  February  26,  1993  incorporated  by
          reference to the  quarterly  report on Form 10-Q for the quarter ended
June 30, 1996.                                              

          (c) A. O. Smith Corporation  Restated  Certificate of Incorporation as
          amended  April 5, 1995  [incorporated  by reference to Exhibit  (3)(i)
above]                                                      

(10)      Material Contracts (a) 1990 Long-Term Executive Incentive Compensation
          Plan,as   amended,   incorporated   by   reference  to  the  Form  S-8
          Registration  Statement filed by the corporation on December 13, 1994,
(Reg. No. 33-56827)                                         

          (b) Long-Term  Executive  Incentive  Compensation Plan incorporated by
          reference  to  the  Form  S-8  Registration  Statement  filed  by  the
corporation on December 8, 1999, (Reg. No. 333-92329).      

          (c) Executive Incentive Compensation Plan, as amended, incorporated by
          reference to Exhibit A to the Proxy Statement dated April 21, 1997 for
a May 21, 1997 Annual Meeting of Stockholders               

          (d) Supplemental  Benefit Plan, as amended,  incorporated by reference
          to the Annual  Report on Form 10-K for the fiscal year ended  December
31, 1992                                                    

          (e) Executive Life Insurance  Plan,  incorporated  by reference to the
          Annual Report on Form 10-K for the fiscal year ended December 31, 1992

          (f)  Corporate  Directors'  Deferred  Compensation  Plan,  as amended,
          incorporated  by reference  to the Annual  Report on Form 10-K for the
fiscal year ended December 31, 1992                         

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INDEX TO EXHIBITS (continued...)                                                
-----------------                                                               

Exhibit                                                                         
Number    Description                                                           
-------   -----------                                                           

(21)      Subsidiaries [Page 45]                                                

(23)      Consent of Independent Auditors [Page 46]                             

*(27)     Financial Data Schedules                                              

*Filed Herewith                                                                 

48

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		8/2/04		28					10-Q
		1/1/01		25
		7/31/00		28
		6/15/00		25
		4/21/00		6		35
Filed on:		3/3/00		44
		2/22/00		11
		1/31/00		1		11
		1/21/00		14
		1/19/00		18
		1/17/00		12		26
For Period End:		12/31/99		1		42			11-K
		12/8/99		45					S-8
		11/22/99		6		35
		10/21/99		6
		9/30/99		6					10-Q
		9/29/99		6		36
		8/2/99		2		25			8-K,  8-K/A
		7/16/99		6		35
		3/31/99		6					10-Q
		1/1/99		3
		12/31/98		13		42			10-K,  11-K
		7/1/98		2		25			8-K
		1/1/98		26
		12/31/97		13		42			10-K405
		12/9/97		29
		10/7/97		45
		10/1/97		12		26
		9/30/97		45					10-Q
		6/10/97		29
		5/21/97		45					DEF 14A
		4/21/97		45					DEF 14A
		4/18/97		12		26			8-K,  8-K/A
		3/31/97		12		25			10-Q
		1/27/97		29
		6/30/96		45					10-Q
		6/19/96		45
		6/12/96		43					S-8
		2/5/96		45
		1/1/96		33
		12/31/95		45					10-K
		4/5/95		45					DEF 14A
		3/31/95		45					10-Q
		12/13/94		43		45			S-8
		12/31/93		33					10-K
		2/26/93		45
		12/31/92		45
									List all Filings