Issue: 2/02

A.O. Smith Corp. received notice in December that the U.S. Dept. of Justice does not intend to challenge or modify A.O. Smith's proposed acquisition of State Industries. This notice followed a three-month review by the department's Antitrust Division as part of the pre-merger notification provision of the Hart-Scott-Rodino Act.

The acquisition closed on Dec. 28.

State Industries serves the retail, wholesale, home construction and manufactured home market channels, complementing A.O. Smith's wholesale-only residential business. The addition of State's commercial water heating line will expand further A.O. Smith's standard and specialty commercial product line. A.O. Smith is a leading North American manufacturer of commercial water heating equipment.

A.O. Smith Water Products Co. reported 2000 sales of $346 million, while State Industries Inc.'s 2000 sales were approximately $325 million. A.O. Smith expects the acquisition will have a positive earnings impact of $.15 per share in 2002 and approximately $.30 per share in 2003.

State Industries' water heater plant and headquarters are in Ashland City, TN, approximately 20 miles northwest of Nashville. The company also has a plant in Charlotte, NC. Its APCOM subsidiary, a manufacturer of components for gas and electric water heaters, has facilities in Franklin and Cookeville, TN.

The combined business will employ approximately 4,800 people worldwide. A.O. Smith Water Products Co. is headquartered in Irving, TX, and has facilities in McBee, SC; Renton, WA; Florence, KY; Alsip, IL; El Paso, TX; Stratford, ON; Juarez, Mexico; Veldhoven, the Netherlands; and Nanjing, China.