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

OR

Commission File Number 1-475

A.O. SMITH CORPORATION

P.O. Box 245008, Milwaukee, Wisconsin 53224-9508
Telephone: (414) 359-4000

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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act)   Yes  X  No ___

Class A Common Stock Outstanding as of March 31,June 30, 2004 — 8,497,3738,495,906 shares

Common Stock Outstanding as of March 31,June 30, 2004 — 20,902,45020,937,631 shares

Exhibit Index Page 18

Index

A. O. Smith Corporation

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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

A.O. SMITH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
Three and Six Months ended March 31,June 30, 2004 and 2003
(dollars in millions, except for per share data)
(unaudited)

See accompanying notes to unaudited condensed consolidated financial statements.

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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

A.O. SMITH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31,June 30, 2004 and December 31, 2003
(dollars in millions)

See accompanying notes to unaudited condensed consolidated financial statements

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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

A.O. SMITH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
ThreeSix Months Ended March 31,June 30, 2004 and 2003
(dollars in millions)
(unaudited)

See accompanying notes to unaudited condensed consolidated financial statements.

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PART I -— FINANCIAL INFORMATION
ITEM 1 -— FINANCIAL STATEMENTS

A. O. SMITH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31,June 30, 2004
(unaudited)

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PART I — FINANCIAL INFORMATION
ITEM 2 — MANAGEMENT’S—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
SECOND QUARTER AND FIRST THREESIX MONTHS OF 2004 COMPARED TO 2003

Net salesSales were $437.3 million in the firstsecond quarter of 2004, were $416.5 million, an increase of $28.6 million or 7.4approximately five percent overhigher than sales of $387.9$417.6 million in the firstsecond quarter of 2003. Sales for the first half of 2004 were $853.8 million or six percent higher than sales of $805.5 million in the same period last year. The increase in year-over-yearsecond quarter and first quarterhalf sales was due primarily to higher aftermarket motor sales, price increases associated with the introduction of flammable vapor ignition resistant and National Appliance Energy Conservation ACTAct (NAECA) compliant product at Water Systems as well as higher international salesgrowth in both of our businesses.China operations.

Our gross margin in the second quarter of 2004 of 20.2 percent, reflects higher contribution margin from new product offset by higher steel and freight costs and is similar to the 20.1 percent gross margin in the second quarter of 2003. The gross profit margin declined from 20.2for the first half of 2004 was 19.5 percent compared with 20.1 percent in the first quarter of 2003 to 18.8 percent in this year’s first quarter.same period last year. The decrease in margin was the result of disruptions in our Water Systems segment due to several conversion projects as well as increased freight and increased costs for steel at both of our businesses.material costs.

Selling, general and administrative expense forexpenses in the second quarter and first quarterhalf of 2004 was $58.6 million or $4.5 millionwere higher than the $54.1same periods in 2003 by $7.2 million in the first quarter of 2003.and $11.9 million, respectively. The increase was dueincreases resulted primarily tofrom higher selling and advertising costs at Water Systems, higher corporate expense and decreasedlower pension credits.income.

Interest expense infor the second quarter and first quarterhalf of 2004 increased to $3.2was higher than the comparable periods in 2003 by $.2 million from $2.9and $.5 million, in the first quarter of 2003respectively, due mostly to incremental interest on $50.0 million of senior notes issued in June 2003 to repay commercial paper.

We have significant pension benefit costs and credits that are developed from actuarial valuations. The valuations reflect key assumptions regarding, among other things, discount rates, expected return on assets, retirement ages, and years of service. Consideration is given to current market conditions, including changes in interest rates in making these assumptions. Our assumptions for the expected rate of return on pension plan assets is 9.0 percent in 2004, unchanged from 2003. The discount rate used to determine net periodic pension costs and credits decreased from 6.75 percent in 2003 to 6.25 percent in 2004. Pension income recognized in the second quarter and first quarterhalf of 2004 was $1.8$1.2 million or $.7and $3.0 million, less thanrespectively, and compared with $3.3 million and $5.8 million in the first quartercomparable periods of 2003. Total pension income for 2004 is projected to be $6.0 million. Our pension income is reflected as reductions to cost of products sold and selling, general, and administrative expense.

The difference in other income/expense in the second quarter of 2004 compared to 2003 is due to $.4 million of interest income on a tax refund in 2003.

Our effective tax rate declined from 34.5for both the second quarter and first half of 2004 was 33.5 percent and compares to 32.1 percent and 33.1 percent in the second quarter and first quarterhalf of 2003, to 33.5 percentrespectively. The rates in the second quarter and first quarterhalf of 2004. This decline was associated with our international operations.2003 were both favorably impacted by the release of a $.7 million reserve upon resolution of a federal tax audit in May 2003.

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Net earnings in the second quarter declined from $19.8 million in 2003 to $17.3 million in 2004. Net earnings of $28.0 million for the first quarterhalf of 2004 were $10.8$5.5 million or $2.9 million lesslower than net earnings of $13.7$33.5 million in last year’sthe first quarter.half of 2003. The second quarter and first half of 2004 benefited from $2.5 million of non-recurring pre-tax gain associated with favorable resolution of litigation related to a discontinued product line of our State Industries acquisition, partially offset by a write-off of capitalized software at Electrical Products. The decline in earnings for both the second quarter and first half was attributable to increased costs for steel, freight and manufacturing disruptions associated with multiple conversion programs in our Water Systems segment. On a per share basis, firstsecond quarter earnings were $.36declined from $.67 in 2003 to $.58 in 2004. First half diluted earnings per share declined from $1.13 in 2003 to $.94 in 2004. The per share impact of the non-recurring gain in 2004 compared with $.46 in the first quarter of 2003. The earnings decline was due primarily to costs associated with the multiple conversion programs at Water Systems and increased steel prices at both of our businesses.$.06.

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Electrical Products

FirstSecond quarter net sales for our Electrical Products segment were $223.6$227.7 million, or $10.5 million higher than sales of $213.1 million insimilar to the same period last year. Salesquarter in 2003. Second quarter sales to the pump and ventilation markets increased in all of our served motor markets withby over 15 percent but were offset by lower sales to the exception of the heating ventilating and air conditioning market, which declined by fiveabout ten percent due primarily to the loss of a sales contract by an OEM customer. Year-to-date sales for this segment were $451.3 million, an increase of $10.6 million from 2003 first half sales of $440.7 million.

Operating earnings for our Electrical Products segment in the firstsecond quarter declined to $17.1were $17.4 million, from $17.7or $1.2 million lower than operating earnings of $18.6 million in the firstsecond quarter of 2003. HigherFirst half operating earnings in 2004 were lower than the same period in 2003 by $1.7 million. The lower earnings in both the second quarter and first half were due to higher steel and freight costs which were partially offset by steel related price increases and the under-absorptionbenefits of fixed costs resulting from inventory reduction efforts, more than offset the first quarter benefits from ourthis segment’s repositioning program.

Steel comprises a significant portion A $.8 million write-off of our products’ material content and prices for it have been increasing dramatically over the past four months. We are continuing to work with our customers to establish price levels that allow for recovery of these costs.

Our primary repositioning program at Electrical Products has been completed and manufacturing output has been expandedcapitalized software was also recognized in the new lower cost locations. In the recent past, we projected incremental pretax savings from the program of $15 million in 2004. First quarter repositioning savings were consistent with this projection but were masked by higher raw material and freight costs. We expect to achieve this programs full year savings of $15 million before taxes.second quarter.

Water Systems

FirstSecond quarter net sales for our Water Systems segment were $192.9 million or 10.4increased by more than ten percent higher than net sales of $174.8from $190.0 million in the same period last year.2003 to $209.6 million in 2004. First half sales were also up by more than ten percent from $364.8 million in 2003 to $402.5 million in 2004. The sales increase in both the second quarter and first half was due mostly to the introduction of new flammable vapor ignition resistant water heaters and initial shipments of water heaters meeting the new NAECA mandate for improved energy efficiency. AlthoughSignificant growth in sales dollars increased, residential unitin China also impacted the first half. Price increases implemented to cover higher steel costs provided some of the second quarter increase. Residential volume declinedwas about seventen percent lower in the second quarter of 2004 due to the significant customer pre-buy that occurred in the second quarter of 2003 related to the July 2003 introduction of flammable vapor ignition resistant product. Offsetting this decline, sales to the commercial market began to show some strength in the quarter and commercial sales and unit volumes were flat. Sales in China increasedas volume improved more than 60ten percent infrom the firstsecond quarter to $11.9 million from $7.1 million in the same quarter last year.of 2003.

Operating earnings for our Water Systems segment were $18.7 million in the firstsecond quarter of 2004 declined to $8.8including a $3.3 million non-recurring favorable adjustment resulting from the $12.0 millionreversal of a reserve established at the time of the State Industries acquisition. The reserve was established to cover alleged damages associated with lawsuits related to the Duron product line which had been discontinued prior to the acquisition. The last of the lawsuits were dismissed in the firstsecond quarter. The reserve was therefore eliminated. Operating earnings in the quarter, excluding the aforementioned adjustment were $15.4 million or $2.4 million less than the second quarter of 2003. First half operating earnings decreased $5.7 million from 2003 when excluding the non-recurring adjustment in 2004. The operating profit decreaseearnings decline in the second quarter and first half resulted from increased steel and freight costs, as well as manufacturing inefficiencies logistics cost increases and an adjustment to inventory caused by the conversion of residential water heaters to meet new efficiency standards, standardization of the A. O. Smith and State residential product lines, relocation of production between the Ashland City, Tenn.,TN, and McBee, S.C., plants and an information systems conversion. Production levels declined

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Outlook

We are forecasting that earnings will be in a range of $.42 to $.46 per share for the third quarter. While this is significantly in Januarybetter than last year’s difficult third quarter, which yielded $.20 per share, it is lower than we had anticipated due to these conversions, despite an increasethe slower than expected progress in manpower and overtime. Corrective actions have restored production output to pre-conversionimproving manufacturing performance at the Ashland City plant.

We believe efficiency levels which are expected to be maintained inat the future with reduced manpower and overtime expense.

As previously mentioned, steel prices rose throughoutAshland City plant will improve as the first quarter and accounted for a portion of the decline in Water Systems operating earnings. Our Water Systems business has announced prices increase of six to nine percent that becomes effective in June.

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Outlook

Theyear proceeds. Additionally, price increases we announced in both businesses will beginare now beginning to offset higher steel and freight costs in the second quarter. We also believe the operating issues related to the conversion programs at both Electrical Products and Water Systems will moderate as the second quarter progresses, butSystems.

Accordingly, we do not expect to eliminate the issue until quarter-end.

Consequently, we expect second quarter earnings will range between $.50 and $.54 per share compared with the $.67 per share earned in the second quarter last year. And, as a result of lower first quarter earnings and the decrease in the second quarter estimate, in early April, we loweredare maintaining our full-year forecastprojection of $1.90 to between $1.90 and $2.00 per share.

Liquidity & Capital Resources

Our working capital, excluding short-term debt, was $335.1$346.7 million at March 31,June 30, 2004, $29.2$40.8 million higher than at December 31, 2003. A sales related increaseIncreases in accounts receivable of $52.4 was$69.6 million, primarily as a result of increases in sales, were partially offset by an increaseincreases in accounts payable of $19.1$30.5 million. Cash provided by operating activities during the first half of 2004 was $11.1 million compared with the $6.1 million of cash used in operating activities during the first quarterhalf of 2003. The majority of the $17.2 million difference in cash flow is explained by a smaller investment in working capital in 2004 was $11.8of $43.8 million and was comparable to the $10.7as compared with a $62.4 million usedinvestment during the same period last year.in 2003. We expect cash provided by operating activities in 2004for the year to be approximatelybetween $110 and $120 million due to $140 million.improved working capital levels and second half earnings.

Our capital expenditures during the first quarterhalf of 2004 totaled $9.6$19.0 million, compared withwhich was $4.2 million higher than the $5.4 million spentcapital expenditures in the first quarterhalf of 2003. Capital expenditures increased at both of our business segments. We are projecting 2004 capital expenditures to be between $45 and $50 million. We expect that cash flow during 2004 will adequately cover planned capital expenditures. We believe that our present facilities and planned capital expenditures are sufficient to provide adequate capacity for our operations in 2004.

On June 10, 2004, we entered into a new $265 million, five year revolving credit facility with a group of eight banks. The new facility expires on June 10, 2009, and it replaces a $250 million credit facility, which was terminated on June 10, 2004 prior to its scheduled expiration on August 2, 2004. The new facility backs up commercial paper and credit line borrowings. As a result of the long-term nature of this facility, the commercial paper and credit line borrowings are now classified as long-term debt.

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Our total debt increased by $12.8$13.8 million from $275.5 million at December 31, 2003 to $288.3$289.3 million at March 31,June 30, 2004. Our leverage as measured by the ratio of total debt to total capitalization was 33%, up slightly from the 32% at the end of 2003. We did not enter into any significant operating leases during the first quarterhalf of 2004. At March 31,June 30, 2004, our company had available borrowing capacity of $138.2$152.2 million under our credit facility. We believe that the combination of available borrowing capacity and operating cash flow will provide sufficient funds to finance our existing operations for the foreseeable future.

We have a $250 million credit facility with a group of nine financial institutions that expires on August 2, 2004. We expect to replace the credit facility during the second quarter of 2004.

On April 6,July 13, 2004, our board of directors declared a $.01 increase in our regular quarterly cash dividend to a rate of $.15$.16 per share on our Common stock and Class A common stock, which is payable on May 17,August 16, 2004 to stockholders of record on AprilJuly 30, 2003.2004.

Critical Accounting Policies

Our accounting policies are described in Note 1 of Notes to Consolidated Financial Statements as disclosed in the Form 10-K for the fiscal year ended December 31, 2003. Also as disclosed in Note 1, the preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

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The most significant accounting estimates inherent in the preparation of our financial statements include estimates associated with the evaluation of the impairment of goodwill, as well as the recoverability of receivables resulting from the payment of claims associated with the dip tube class action lawsuit (see Note 14Part II, Item I of notes to consolidated financial statements in the Form 10-K for the fiscal year ended December 31, 2003)this report). There are also significant estimates used in the determination of liabilities related to warranty activity, litigation, product liability, environmental matters and pensions and other post-retirement benefits. Various assumptions and other factors underlie the determination of these significant estimates. The process of determining significant estimates is fact-specific and takes into account factors such as historical experience and trends, and in some cases, actuarial techniques. We constantly reevaluate these significant factors and adjustments are made when facts and circumstances dictate. Historically, actual results have not significantly deviated from those determined using the estimates described above.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards (SFAS) No. 143, “Accounting for Asset Retirement Obligations” and SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 143, which was adopted on January 1, 2003, did not have a material impact on our consolidated financial statements since its adoption. SFAS No. 146 is effective for exit or disposal activities initiated after December 31, 2002. Adoption of this statement did not have a material impact on our consolidated financial statements.

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ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

As is more fully described in our annual report on Form 10-K for the year ended December 31, 2003, we are exposed to various types of market risks, primarily currency and certain commodities. We monitor our risks in these areas on a continuous basis and generally enter into forward and futures contracts to minimize these exposures for periods of less than one year. Our company does not engage in speculation in our derivative strategies. It is important to note that gains and losses from our forward and futures contract activities are offset by changes in the underlying costs of the transactions being hedged.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

The chief executive officer and chief financial officer have evaluated the effectiveness of the company’s disclosure controls and procedures as of March 31,June 30, 2004 and have concluded that these disclosure controls and procedures were adequate and effective to ensure that material information relating to the company and its consolidated subsidiaries would be made known to them by others within those entities.

Changes in internal controls

Other than increasing the frequency of the finished goods physical inventory count from an annual to a quarterly process at our Water Systems segment, thereThere were no significant changes in our internal controls over financial reporting or in other factors that could significantly affect our disclosure controls and procedures nor were there any significant deficiencies or material weaknesses in our internal controls. As a result, no corrective actions were required or undertaken.

Forward Looking Statements

This filing 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 the following: instability in our electric motor and water products markets; the inability to generate the synergistic cost savings from the acquisition of State Industries; the inability to implement cost-reduction programs; adverse changes in general economic conditions; significant increases in raw material prices; competitive pressures on our company’s businesses; and the potential that assumptions on which we based our expectations are inaccurate or will prove to be incorrect.

Forward-looking statements included in this filing are made only as of the date of this filing, and our 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 A. O. Smith, or persons acting on its behalf, are qualified entirely by these cautionary statements.

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PART II — OTHER INFORMATION
ITEM 1 — LEGAL PROCEEDINGS

In the legal matters discussed in Part 1, Item 3 and Note 14 of the Notes to Consolidated Financial Statements in the company’s Form 10-K Report for the year ended December 31, 2003, and Part 2, Item 1 in the quarterly report on Form 10-Q for the quarter ended March 31, 2004 which isare incorporated herein by reference, the company reported on the status of the direct action lawsuit that was brought in late 1999,the Civil District Court for the Parish of Orleans, State of Louisiana by A. O. Smith Corporation, Bradford White Company, Rheem Manufacturing Company, American Water Heater Company, Lochinvar Corporation and State Industries, Inc. (the “water heater manufacturers”) filed a direct action lawsuit in the Civil District Court for the Parish of Orleans, State of Louisiana against Perfection Corporation and American Meter Company, the parent company of Perfection, Corporation, and their insurers to recover various damages caused by deteriorating dip tubes that were manufactured by Perfection Corporation. The trial was completed, the jury finished its deliberations and returned a verdict to the presiding judge in mid May 2004. The jurors were able to reach a verdict on some, but not all, of the claims presented at trial. On July 8, 2004 the Judge entered an order of partial judgment finding Perfection liable to the water heater manufacturers, with the exception of Lochinvar Corporation which was denied a recovery, for breach of express warranty and for contribution and awarded $19.3 million with judicial interest from the filing of the lawsuit. The judgment also rejected all of Perfection’s claims against the water heater manufacturers and the water heater manufacturers’ claim for breach of contract against Perfection. The Judge ordered a new trial on the water heater manufacturers’ other claims against Perfection and the claim against American Meter Company asserting that it is liable for the acts of Perfection. The water heater manufacturers are seeking to recover approximately $77 million in additional damages at the new trial, being the amount the jurors in the first trial assigned to the claims for which they were not able to reach a verdict and which are the subject of the new trial. The date of that lawsuit began in mid-January, 2004trial has not been established. The judgment entered on July 8 cannot be appealed until the new trial has been completed and may be concluded in early May, 2004 or shortly thereafter.a judgment entered. It is likely that all or part of the judgmentjudgments will be appealed by one or more parties adversely affected by the judgment.judgments. The appeals process could take from one to three years to complete. The water heater manufacturers negotiated settlements with all of the insurers of Perfection Corporation and American Meter Company, bringing the total of insurers with whom settlements have been reached and the proceeds of settlement paid into an escrowcompany continues to 13. It is the company’s expectationexpect that all or a substantial portion of its costs will be recovered from Perfection Corporation, American Meter Company, the funds held in escrow as well asresulting from the settlements with the insurers of Perfection Corporation and American Meter Company, and from the company’s insurers.

ExceptThe company also reported that it 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 11 sites which have been environmentally impacted and to recover costs they have incurred or will incur as to those sites. In June, 2004 the company fulfilled all of its obligations under ade minimis settlement agreement with the United States Environmental Protection Agency with respect to this matter, thereone of the sites and will have been no material changes infurther liability at the legal or environmental matters that were previously reported.site.

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

None.On March 3, 2004, the company mailed a proxy statement to its stockholders relating to the annual meeting of stockholders on April 5, 2004. The annual meeting included the election of directors and the ratification of Ernst & Young LLP as the independent auditors of the company for 2004.

Directors are elected by a plurality of votes cast, by proxy or in person, with the holders voting as separate classes. A plurality of votes means that the nominees who receive the greatest number of votes cast are elected as directors. Consequently, any shares which are not voted, whether by abstention, broker nonvotes or otherwise, will have no effect on the election of directors.

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For all other matters considered at the meeting, both classes of stock vote together as a single class, with the Class A Common Stock entitled to one vote per share and the Common Stock entitled to 1/10^th vote per share. All such other matters are decided by a majority of the votes cast. On such other matters, an abstention will have the same effect as a “no” vote but, because shares held by brokers will not be considered to vote on matters as to which the brokers withhold authority, a broker nonvote will have no effect on the vote.

ITEM 5 — OTHER INFORMATION

The Company has formalized its process and procedure for shareholders to recommend Board of Director candidates. The Nominating and Governance Committee will consider candidates recommended by shareholders, directors, officers, third-party search firms and other sources for nomination as a director. The Committee considers the needs of the Board and evaluates each director candidate in light of, among other things, the candidate’s qualifications. Candidate qualifications are identified in the Corporate Governance Guidelines and the Criteria for Selecting Board of Director Candidates, both of which are posted on the Company’s website at www.aosmith.com.None

ITEM 6 — EXHIBITS AND REPORTS ON FORM 8-K

On January 21, 2004, the Company filed a Current Report on Form 8-K, reporting under Item 5, announcing the election of Dennis J. Martin on January 15, 2004, to the Board of Directors.

On January 21, 2004, the Company filed a Current Report on Form 8-K, reporting under Items 7 and 12, announcing the Company’s 2003 earnings and adjusts the 2004 forecast.

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On April 2, 2004, the Company filed a Current Report on Form 8-K, reporting under Items 5 and 7, announcing the reduction of the Company’s first quarter earnings estimate.

On April 15, 2004, the Company filed a Current Report on Form 8-K, reporting under Items 7 and 12, announcing the Company’s results for the quarter ended March 31, 2004.

On May 12, 2004 the Company filed a Current Report on Form 8-K, reporting under Item 5, announcing Donald M. Heinrich’s resignation.

On July 13, 2004, the Company filed a Current Report on Form 8-K, reporting under Item 5, announcing an increased quarterly dividend and announcing judgment in the dip tube trial.

On July 15, 2004, the Company filed a Current Report on Form 8-K, reporting under Items 7 and 12, announcing the Company’s results for the quarter ended June 30, 2004.

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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.

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INDEX TO EXHIBITS

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