  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 |
 2 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”. |
 3 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 |
 4 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) |
 5 Our Countermeasures Conserve Cash December production schedules reduced Discretionary SG&A spending eliminated Core restructuring and growth projects will remain on track |
 6 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 |
 7 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 |
 8 Fourth Quarter Conference call: Thursday, January 22, 2009 10 am Eastern Time |
 9 In connection with the proposed transaction between A. O. Smith and SICO, the parties intend to file a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus. Such documents, however, are not currently available. The joint proxy statement/prospectus will be mailed to stockholders of A. O. Smith and SICO. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of the joint proxy statement/prospectus filed by A. O. Smith, without charge, at the SEC’s website (http://www.sec.gov) once such documents are filed with the SEC. It will also be available on A. O. Smith’s website (http://www.aosmith.com) by clicking on A. O. Smith Corporation, Investor Relations and then SEC filings. Copies of the joint proxy statement/prospectus can also be obtained, without charge, once they are filed with the SEC, by directing a request to A. O. Smith Corporation, Attention: Investor Relations, 11270 West Park Place, Milwaukee, Wisconsin 53224. A. O. Smith, SICO and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from the stockholders of A. O. Smith and SICO in connection with the proposed transaction. Information about the directors and executive officers of A. O. Smith and SICO and their respective interests in the proposed transaction will be available in the joint proxy statement/prospectus. |