Fourth Quarter Interim

December  10, 2008

Filed by A. O. Smith Corporation

pursuant to Rule 425 under the

Securities Act of 1933, as amended, and

deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of

1934, as amended.

Subject Company: A. O. Smith

Corporation

Subject Company’s Commission File

No.: 1-475

Exhibit 99.2

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Forward Looking Statements

This presentation contains statements that we believe are “forward-looking statements” within the meaning of

the Private Securities Litigation Reform Act of 1995.  Forward-looking statements generally can be identified by the use of

words such as  “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue,” or words of similar

meaning.  These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ

materially from those anticipated as of the date of this release.  Factors that could cause such a variance include, among

others,  the following:  significant volatility in raw material prices; competitive pressures on the company’s businesses;

instability in the company’s electric motor and water products markets; further weakening in housing construction; further

weakening in commercial construction; a further slowdown in the Chinese economy; expected restructuring costs and

savings realized; or further adverse changes in general economic conditions; the failure of A. O. Smith or Smith

Investment stockholders to approve the proposed merger; the outcome of the proposed transaction, if completed; the

ability to satisfy the conditions to the proposed transaction; the impact of the proposed transaction or any other

transaction on A. O. Smith’s or Smith Investment’s respective businesses, and the possibility of adverse publicity or

litigation and the outcome thereof and the costs and expenses associated therewith.

Forward-looking statements included in this conference call are made only as of the date of this presentation,

and the company is under no obligation to update these statements to reflect subsequent events or circumstances.  All

subsequent written and oral forward-looking statements attributed to the company, or persons acting on its behalf, are

qualified entirely by these cautionary statements.

This presentation contains certain non-GAAP financial measures as that term is defined by the SEC.  Non-GAAP

financial measures are generally identified by “Adjusted” (Adj.) or “Before Restructuring”.  

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Revised Fourth Quarter Forecast

GAAP earnings per share at $.15 to $.25

Implications for full year: $2.63 to $2.73

Full year cash flow expected to be about

$140 million

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As We See it Today

Fourth quarter order rates down

dramatically in both businesses, including

China

Consumers react to credit crisis by cutting

spending

Channel inventory levels driven down as

customers conserve cash

Order volumes not expected to bounce

back in December (no pre-buy ahead of

price increases)

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Our Countermeasures

Conserve Cash

December production schedules reduced

Discretionary SG&A spending eliminated

Core restructuring and growth projects will

remain on track

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Implications for 2009

Many moving parts

Opportunities

–

Pricing/materials balance

–

EPC restructuring benefits of $15 million

–

China demand buoyed by stimulus package

–

New product introductions

Risks

–

Global recession continues

–

Pricing/materials balance

–

Commercial volumes

–

Discretionary replacement volumes

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Merger with SICO

SICO will merge into wholly-owned

subsidiary of AOSmith

SICO shareholders will hold AOSmith

shares directly

Benefits to AOSmith

Potential increase public float

Reduction in total shares outstanding

Several corporate governance enhancements

Essentially all costs paid by SICO

Transaction expected to close in Q2 2009

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Fourth Quarter Conference call:

Thursday, January 22, 2009

10 am Eastern Time