Item 2. Unregistered Sales of Equity Securities
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In the first quarter of 2022, our Board of Directors approved adding 3,500,000 shares of common stock to the existing discretionary share repurchase authority. Under the share repurchase program, the Common Stock may be purchased through a combination of Rule 10b5-1 automatic trading plan and discretionary purchases in accordance with applicable securities laws. The number of shares purchased and the timing of the purchases will depend on a number of factors, including share price, trading volume and general market conditions, as well as working capital requirements, general business conditions and other factors, including alternative investment opportunities. The stock repurchase authorization remains effective until terminated by our Board of Directors which may occur at any time, subject to the parameters of any Rule 10b5-1 automatic trading plan that we may then have in effect. In the second quarter of 2022, we repurchased 1,382,000 shares at an average price of $59.74 per share and at a total cost of $82.5 million. As of June 30, 2022, there were 4,157,857 shares remaining on the existing repurchase authorization.
ISSUER PURCHASES OF EQUITY SECURITIES
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that may yet be Purchased Under the Plans or Programs
April 1 - April 30, 2022 273,000 $ 64.66 273,000 5,266,857
May 1 - May 31, 2022 503,000 58.97 503,000 4,763,857
June 1 - June 30, 2022 606,000 58.16 606,000 4,157,857
ITEM 6 - EXHIBITS
Refer to the Exhibit Index on page 30 of this report.
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INDEX TO EXHIBITS
Exhibit
Number
Description
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1 Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2 Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101 The following materials from A. O. Smith Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 are filed herewith, formatted in XBRL (Extensive Business Reporting Language): (i) the Condensed Consolidated Statement of Earnings for the three and six months ended June 30, 2022 and 2021, (ii) the Condensed Consolidated Statement of Comprehensive Earnings for the three and six months ended June 30, 2022 and 2021, (iii) the Condensed Consolidated Balance Sheets as of June 30, 2022, and December 31, 2021 (iv) the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2022 and 2021 (v) the Condensed Consolidated Statement of Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021 (vi) the Notes to Condensed Consolidated Financial Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has authorized this report to be signed on its behalf by the undersigned.
A. O. SMITH CORPORATION
July 29, 2022 /s/ Benjamin A. Otchere
Benjamin A. Otchere
Vice President and Controller
/s/ Charles T. Lauber
Charles T. Lauber
Executive Vice President and Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.