AAON
Annual Report 2015

Plain-text annual report

COMPANY PROFILE ROOFTOP UNITS OUTDOOR AIR HANDLING UNITS CONDENSING UNITS CB SERIES RL SERIE RL SERIES RN SERIE RN SERIES RQ SERIES PACKAGED OUTDOOR MECHANICAL ROOMS SELF-CONTAINED UNITS RN SERIESS SB SERIES RL SERIES RL SERIES CF SERIES BOILER MECHANICAL ROOM LF SERIES LN SERIES SA SERIESS FLUID COOLER LZ SERIES C CN SERIES R RQ SERIES COILS CL SERIES BOOSTER, HYDRONIC, & DX INDOOR AIR HANDLING UNITS M2 SE M2 SERIES WATER-SOURCE HEAT PUMPS F1 SERIES V3 SERIES H SERIES H3 SERIES R RQ SERIES RL SERIES RL SERIES RN N SERIES SA SERIES M2 SERIES M3 SERIES VERTICAL & HORIZONTAL WSHP M2 SERIES M2 SERIES SA SERIES SB SE SB SERIES AAON is engaged in the engineering, manufacturing, marketing and sale of air conditioning and heating equipment consisting of standard, semi-custom and custom rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, condensing units, makeup air units, energy recovery units, geothermal heat pumps and coils. Since the founding of AAON in 1988, AAON has maintained a commitment to design, develop, manufacture and deliver heating and cooling products to perform beyond all expectations and demonstrate the value of AAON to our customers. For more information, please visit www.AAON.com. 2015 358,632 108,681 71,302 161 11,741 71,339 45,728 0.85 0.84 80,800 124,213 101,061 124,348 7,908 232,854 43,413 - 178,918 3.28 52,910 (23,194) (43,760) (14,044) 25.9% 19.9% 19.9% 12.8% 0.3 2.1 2.9 27 356,322 108,263 68,006 276 11,553 68,246 44,158 0.81 0.80 82,227 124,940 91,922 113,605 21,952 226,974 42,713 - 174,059 3.14 52,279 (6,029) (36,383) 9,867 26.1% 20.2% 19.2% 12.4% 0.3 2.2 2.9 28 321,140 89,792 55,825 221 12,312 56,294 37,547 0.68 0.68 72,515 108,844 87,283 105,142 12,085 210,665 36,329 - 164,106 2.95 53,592 (31,326) (13,340) 8,926 24.8% 18.8% 17.5% 11.7% 0.3 2.5 3.0 31 303,114 70,499 44,234 42 13,407 44,317 27,449 0.50 0.49 47,428 87,053 90,695 96,929 3,159 189,000 39,625 - 138,136 2.49 51,167 (30,335) (17,686) 3,146 21.1% 15.1% 14.6% 9.1% 0.4 1.6 2.2 19 266,220 46,281 22,169 (179) 11,397 21,513 13,986 0.25 0.25 41,177 79,864 93,502 85,935 13 174,458 38,687 - 122,504 2.19 26,484 (24,538) (4,326) (2,380) 11.7% 8.4% 8.1% 5.3% 0.4 1.1 2.1 35 1 = Reflects 3-for-2 stock splits in July 2014, July 2013, and June 2011 3 = Reflects retrospective adoption of ASU 2015-17 2 = (Cash & cash equivalents + investments + receivables)/current liabilities PRESIDENT’S LETTER OOOLDDDEERRR, DEAR STOCKHOLDER, CCCKKKHHH We ended dd llast last year with a strong year with a stronngg (cid:8)(cid:9)(cid:10)(cid:10)(cid:3)(cid:11) (cid:2)(cid:3)(cid:4)(cid:5)(cid:6)(cid:4)(cid:7)(cid:8)(cid:9)(cid:10)(cid:3)(cid:11) (cid:12)(cid:9)(cid:11) (cid:13)(cid:14)(cid:3)(cid:11) (cid:15)(cid:9)(cid:8)(cid:16)(cid:11) (cid:17)(cid:18)(cid:8)(cid:4)(cid:13)(cid:3)(cid:4)(cid:19) (cid:12)(cid:9)(cid:11) (cid:13)(cid:14)(cid:3)(cid:11) (cid:15)(cid:9)(cid:8)(cid:16)(cid:11) (cid:17)(cid:18)(cid:8)(cid:4)(cid:13)(cid:3)(cid:4)(cid:19)(cid:11)(cid:11) (cid:20)(cid:14)(cid:12)(cid:21)(cid:11) (cid:21)(cid:13)(cid:4)(cid:6)(cid:9)(cid:22)(cid:11) (cid:15)(cid:9)(cid:12)(cid:21)(cid:14)(cid:11) (cid:3)(cid:9)(cid:8)(cid:23)(cid:16)(cid:3)(cid:24)(cid:11) (cid:25)(cid:25)(cid:26)(cid:27)(cid:11) (cid:13)(cid:6)(cid:11) (cid:6)(cid:9)(cid:10)(cid:3)(cid:11) (cid:12)(cid:12)(cid:21)(cid:21)(cid:14)(cid:14)(cid:11) (cid:3)(cid:9) (cid:9)(cid:8)(cid:23)(cid:16)(cid:3)(cid:24)(cid:11) (cid:25)(cid:25)(cid:26)(cid:27)(cid:11) (cid:13)(cid:6)(cid:11) (cid:6)(cid:9)(cid:10)(cid:3)(cid:11) (cid:8)(cid:22)(cid:8)(cid:12)(cid:9)(cid:11)(cid:2)(cid:6)(cid:21)(cid:13)(cid:11)(cid:8)(cid:16)(cid:16)(cid:28)(cid:13)(cid:12)(cid:7)(cid:3)(cid:11)(cid:4)(cid:3)(cid:10)(cid:6)(cid:4)(cid:24)(cid:21)(cid:11)(cid:5)(cid:6)(cid:4)(cid:11)(cid:23)(cid:6)(cid:13)(cid:14)(cid:11)(cid:21)(cid:8)(cid:16)(cid:3)(cid:21)(cid:11)(cid:8)(cid:9)(cid:24)(cid:11) (cid:7)(cid:7)(cid:3)(cid:3)(cid:11)(cid:4)(cid:3)(cid:10) (cid:10)(cid:6)(cid:4)(cid:24)(cid:21)(cid:11)(cid:5)(cid:6)(cid:4)(cid:11)(cid:23)(cid:6)(cid:13)(cid:14)(cid:11)(cid:21)(cid:8)(cid:16)(cid:3)(cid:21)(cid:11)(cid:8)(cid:9)(cid:24) (cid:3)(cid:8)(cid:4)(cid:9)(cid:12)(cid:9)(cid:22)(cid:21)(cid:11) (cid:5)(cid:6)(cid:4)(cid:11) (cid:13)(cid:14)(cid:3)(cid:11) (cid:5)(cid:18)(cid:16)(cid:16)(cid:11) (cid:29)(cid:3)(cid:8)(cid:4)(cid:19)(cid:11) (cid:11) (cid:30)(cid:3)(cid:11) (cid:8)(cid:10)(cid:14)(cid:12)(cid:3)(cid:31)(cid:3)(cid:24)(cid:11) (cid:13)(cid:14)(cid:12)(cid:21)(cid:11) (cid:3)(cid:11) (cid:5)(cid:18)(cid:16)(cid:16)(cid:11) (cid:29) (cid:29)(cid:3)(cid:8)(cid:4)(cid:19)(cid:11) (cid:11) (cid:30)(cid:3)(cid:11) (cid:8)(cid:10)(cid:14)(cid:12)(cid:3)(cid:31)(cid:3)(cid:24)(cid:11) (cid:13)(cid:14)(cid:12)(cid:21) (cid:2)(cid:3)(cid:4)(cid:5)(cid:6)(cid:4)(cid:7)(cid:8)(cid:9)(cid:10)(cid:3)(cid:11)(cid:24)(cid:3)(cid:21)(cid:2)(cid:12)(cid:13)(cid:3)(cid:11)(cid:13)(cid:14)(cid:3)(cid:11)(cid:21)(cid:16)(cid:18)(cid:22)(cid:22)(cid:12)(cid:21)(cid:14)(cid:11)(cid:8)(cid:13)(cid:7)(cid:6)(cid:21)(cid:2)(cid:14)(cid:3)(cid:4)(cid:3)(cid:11) (cid:21)(cid:21)(cid:2)(cid:2)(cid:12)(cid:12)(cid:13)(cid:13)(cid:3)(cid:3)(cid:11)(cid:13) (cid:13)(cid:14)(cid:3)(cid:11)(cid:21)(cid:16)(cid:18)(cid:22)(cid:22)(cid:12)(cid:21)(cid:14)(cid:11)(cid:8)(cid:13)(cid:7)(cid:6)(cid:21)(cid:2)(cid:14)(cid:3)(cid:4)(cid:3)(cid:11) (cid:21)(cid:18)(cid:4)(cid:4)(cid:6)(cid:18)(cid:9)(cid:24)(cid:12)(cid:9)(cid:22)(cid:11)(cid:23)(cid:6)(cid:13)(cid:14)(cid:11)(cid:10)(cid:6)(cid:7)(cid:7)(cid:3)(cid:4)(cid:10)(cid:12)(cid:8)(cid:16)(cid:11)(cid:8)(cid:9)(cid:24)(cid:11)(cid:4)(cid:3)(cid:21)(cid:12)(cid:24)(cid:3)(cid:9)(cid:13)(cid:12)(cid:8)(cid:16)(cid:11) (cid:13)(cid:14)(cid:11)(cid:10)(cid:6)(cid:6)(cid:7)(cid:7) (cid:7)(cid:7)(cid:7)(cid:7)(cid:3)(cid:3)(cid:4)(cid:10)(cid:12)(cid:12)(cid:8)(cid:8)(cid:16)(cid:11)(cid:8)(cid:9)(cid:24)(cid:11)(cid:4)(cid:3)(cid:21)(cid:12)(cid:24)(cid:3)(cid:9)(cid:13)(cid:12)(cid:8)(cid:16) (cid:10)(cid:6)(cid:9)(cid:21)(cid:13)(cid:4)(cid:18)(cid:10)(cid:13)(cid:12)(cid:6)(cid:9)!(cid:11)"(cid:14)(cid:12)(cid:10)(cid:14)(cid:11)(cid:2)(cid:8)(cid:4)(cid:13)(cid:12)(cid:10)(cid:18)(cid:16)(cid:8)(cid:4)(cid:16)(cid:29)(cid:11)(cid:12)(cid:7)(cid:2)(cid:8)(cid:10)(cid:13)(cid:21)(cid:11)(cid:6)(cid:18)(cid:4)(cid:11) (cid:14)(cid:12)(cid:10)(cid:14)(cid:11)(cid:2) (cid:2)(cid:8)(cid:4)(cid:13)(cid:13)(cid:12)(cid:12)(cid:10)(cid:10)(cid:18)(cid:18)(cid:16)(cid:16)(cid:8)(cid:8)(cid:4)(cid:4)(cid:16)(cid:29)(cid:29)(cid:11)(cid:12)(cid:12)(cid:7)(cid:7)(cid:2)(cid:2)(cid:8)(cid:8)(cid:10)(cid:10)(cid:13)(cid:21)(cid:11)(cid:6)(cid:18)(cid:4) (cid:4)(cid:3)(cid:2)(cid:16)(cid:8)(cid:10)(cid:3)(cid:7)(cid:3)(cid:9)(cid:13)(cid:11)(cid:23)(cid:18)(cid:21)(cid:12)(cid:9)(cid:3)(cid:21)(cid:21)(cid:19) (cid:21)(cid:12)(cid:9)(cid:3)(cid:3)(cid:21)(cid:21)(cid:21)(cid:21)(cid:19) (cid:19) (cid:4)(cid:13)(cid:8)(cid:9)(cid:13)(cid:13)(cid:11)(cid:10)(cid:10) (cid:7)(cid:3)(cid:3)(cid:9)(cid:13)(cid:13)(cid:11) (cid:30)(cid:3)(cid:11)(cid:7)(cid:8)(cid:24)(cid:3)(cid:11)(cid:12)(cid:7)(cid:2)(cid:6)(cid:4)(cid:13)(cid:8)(cid:9)(cid:13)(cid:11)(cid:10)(cid:14)(cid:8)(cid:9)(cid:22)(cid:3)(cid:21)(cid:11)(cid:13)(cid:6)(cid:11)(cid:6)(cid:18)(cid:4)(cid:11)(cid:4)(cid:3)(cid:22)(cid:12)(cid:6)(cid:9)(cid:8)(cid:16)(cid:11) (cid:10)(cid:10)(cid:14)(cid:14)(cid:8)(cid:8)(cid:9)(cid:9)(cid:22)(cid:22)(cid:3)(cid:3)(cid:21)(cid:21)(cid:11)(cid:13)(cid:13)(cid:6)(cid:6)(cid:11)(cid:6)(cid:6)(cid:18)(cid:18)(cid:4)(cid:4)(cid:11)(cid:4)(cid:4)(cid:3)(cid:3)(cid:22)(cid:22)(cid:12)(cid:12)(cid:6)(cid:6)(cid:9)(cid:9)(cid:8)(cid:8)(cid:16)(cid:11) (cid:21)(cid:8)(cid:16)(cid:3)(cid:21)(cid:11) (cid:7)(cid:8)(cid:9)(cid:8)(cid:22)(cid:3)(cid:7)(cid:3)(cid:9)(cid:13)(cid:11) (cid:21)(cid:13)(cid:4)(cid:18)(cid:10)(cid:13)(cid:18)(cid:4)(cid:3)(cid:11) (cid:24)(cid:18)(cid:4)(cid:12)(cid:9)(cid:22)(cid:11) (cid:13)(cid:14)(cid:3)(cid:11) (cid:13)(cid:13)(cid:14)(cid:14)(cid:3)(cid:3)(cid:11) (cid:21)(cid:21)(cid:13)(cid:13)(cid:4)(cid:4)(cid:18)(cid:10)(cid:13)(cid:18)(cid:18)(cid:4)(cid:4)(cid:3)(cid:3)(cid:11) (cid:24)(cid:24)(cid:18)(cid:18)(cid:4)(cid:4)(cid:12)(cid:12)(cid:9)(cid:9)(cid:22)(cid:22)(cid:11) (cid:29)(cid:3)(cid:8)(cid:4)(cid:11) (cid:8)(cid:9)(cid:24)(cid:11) (cid:8)(cid:16)(cid:21)(cid:6)(cid:11) (cid:4)(cid:3)(cid:2)(cid:16)(cid:8)(cid:10)(cid:3)(cid:24)(cid:11) (cid:18)(cid:9)(cid:24)(cid:3)(cid:4)(cid:28)(cid:2)(cid:3)(cid:4)(cid:5)(cid:6)(cid:4)(cid:7)(cid:12)(cid:9)(cid:22)(cid:11) (cid:4)(cid:3)(cid:2)(cid:16)(cid:8) (cid:8)(cid:10)(cid:3)(cid:3)(cid:24)(cid:11) (cid:18)(cid:18)(cid:9)(cid:9)(cid:24)(cid:24)(cid:3)(cid:3)(cid:4)(cid:4)(cid:28)(cid:2)(cid:2)(cid:3)(cid:3)(cid:4)(cid:4)(cid:5)(cid:5)(cid:6)(cid:6)(cid:4)(cid:4)(cid:7)(cid:7)(cid:12)(cid:12)(cid:9)(cid:9)(cid:22)(cid:22)(cid:11) (cid:12)(cid:9)(cid:24)(cid:3)(cid:2)(cid:3)(cid:9)(cid:24)(cid:3)(cid:9)(cid:13)(cid:11) (cid:21)(cid:8)(cid:16)(cid:3)(cid:21)(cid:11) (cid:4)(cid:3)(cid:2)(cid:4)(cid:3)(cid:21)(cid:3)(cid:9)(cid:13)(cid:8)(cid:13)(cid:12)(cid:31)(cid:3)(cid:11) (cid:15)(cid:4)(cid:7)(cid:21)(cid:11) "(cid:12)(cid:13)(cid:14)(cid:11) (cid:16)(cid:3)(cid:21)(cid:11) (cid:4)(cid:3)(cid:2) (cid:2)(cid:2)(cid:4)(cid:3)(cid:21)(cid:3)(cid:9)(cid:9)(cid:13)(cid:13)(cid:8)(cid:8)(cid:13)(cid:13)(cid:12)(cid:12)(cid:31)(cid:31)(cid:3)(cid:3)(cid:11)(cid:11) (cid:15)(cid:15)(cid:4)(cid:4)(cid:7)(cid:7)(cid:21)(cid:21)(cid:11) ""(cid:12)(cid:12)(cid:13)(cid:13)(cid:14)(cid:14)(cid:11) (cid:6)(cid:4)(cid:22)(cid:8)(cid:9)(cid:12)#(cid:8)(cid:13)(cid:12)(cid:6)(cid:9)(cid:21)(cid:11) "(cid:14)(cid:12)(cid:10)(cid:14)(cid:11) "(cid:3)(cid:11) (cid:3)$(cid:2)(cid:3)(cid:10)(cid:13)(cid:11) "(cid:12)(cid:16)(cid:16)(cid:11) (cid:12)(cid:7)(cid:2)(cid:4)(cid:6)(cid:31)(cid:3)(cid:11) "(cid:14)(cid:12)(cid:10)(cid:14)(cid:11) " "(cid:3)(cid:11) (cid:3)$(cid:2)(cid:2)(cid:3)(cid:3)(cid:10)(cid:10)(cid:13)(cid:13)(cid:11) ""(cid:12)(cid:12)(cid:16)(cid:16)(cid:16)(cid:16)(cid:11) (cid:12)(cid:12)(cid:7)(cid:7)(cid:2)(cid:2)(cid:4)(cid:4)(cid:6)(cid:6)(cid:31)(cid:31)(cid:3)(cid:3)(cid:11) (cid:13)(cid:14)(cid:3)(cid:11)%(cid:6)(cid:7)(cid:2)(cid:8)(cid:9)(cid:29)&(cid:21)(cid:11)(cid:6)(cid:31)(cid:3)(cid:4)(cid:8)(cid:16)(cid:16)(cid:11)(cid:21)(cid:8)(cid:16)(cid:3)(cid:21)(cid:11)(cid:8)(cid:10)(cid:13)(cid:12)(cid:31)(cid:12)(cid:13)(cid:12)(cid:3)(cid:21)(cid:19)(cid:11)(cid:11)(cid:20)(cid:14)(cid:3)(cid:21)(cid:3)(cid:11) (cid:6)(cid:31)(cid:3)(cid:4)(cid:4)(cid:8)(cid:8)(cid:16)(cid:16) (cid:16)(cid:16)(cid:16)(cid:16)(cid:11)(cid:21)(cid:21)(cid:8)(cid:8)(cid:16)(cid:16)(cid:3)(cid:3)(cid:21)(cid:21)(cid:11)(cid:8)(cid:8)(cid:10)(cid:10)(cid:13)(cid:13)(cid:12)(cid:12)(cid:31)(cid:31)(cid:12)(cid:12)(cid:13)(cid:12)(cid:12)(cid:3)(cid:3)(cid:21)(cid:21)(cid:19)(cid:19)(cid:11)(cid:11)(cid:20)(cid:20)(cid:14)(cid:14)(cid:3)(cid:3)(cid:21)(cid:21)(cid:3)(cid:3)(cid:11) (cid:21)(cid:13)(cid:3)(cid:2)(cid:21)(cid:11) (cid:23)(cid:3)(cid:22)(cid:8)(cid:9)(cid:11) (cid:13)(cid:6)(cid:11) (cid:23)(cid:3)(cid:8)(cid:4)(cid:11) (cid:5)(cid:4)(cid:18)(cid:12)(cid:13)(cid:11) (cid:12)(cid:9)(cid:11) (cid:13)(cid:14)(cid:3)(cid:11) (cid:15)(cid:9)(cid:8)(cid:16)(cid:11) (cid:14)(cid:8)(cid:16)(cid:5) (cid:11) (cid:23)(cid:3)(cid:8)(cid:4)(cid:4)(cid:11) (cid:5)(cid:5)(cid:4)(cid:4)(cid:18)(cid:18)(cid:12)(cid:12)(cid:13)(cid:13)(cid:11) (cid:12)(cid:12)(cid:9)(cid:9)(cid:11)(cid:11) (cid:13)(cid:13)(cid:14)(cid:14)(cid:3)(cid:3)(cid:11) (cid:15)(cid:15)(cid:9)(cid:9)(cid:8)(cid:8)(cid:16)(cid:16)(cid:11) (cid:14)(cid:14)(cid:8)(cid:8)(cid:16)(cid:5)(cid:5) (cid:11) (cid:6)(cid:5) (cid:11) (cid:16)(cid:8)(cid:21)(cid:13)(cid:11) (cid:29)(cid:3)(cid:8)(cid:4)(cid:11) (cid:8)(cid:9)(cid:24)(cid:11) (cid:21)(cid:14)(cid:6)(cid:18)(cid:16)(cid:24)(cid:11) (cid:10)(cid:6)(cid:9)(cid:13)(cid:12)(cid:9)(cid:18)(cid:3)(cid:11) (cid:13)(cid:6)(cid:11) (cid:14)(cid:8)(cid:31)(cid:3)(cid:11) (cid:8)(cid:11) (cid:24)(cid:11) (cid:21)(cid:21)(cid:14)(cid:14)(cid:6)(cid:6)(cid:18) (cid:18)(cid:16)(cid:16)(cid:24)(cid:24)(cid:11) (cid:10)(cid:10)(cid:6)(cid:6)(cid:9)(cid:9)(cid:13)(cid:13)(cid:12)(cid:12)(cid:9)(cid:9)(cid:18)(cid:18)(cid:3)(cid:3)(cid:11) (cid:13)(cid:13)(cid:6)(cid:6)(cid:11)(cid:11) (cid:14)(cid:14)(cid:8)(cid:8)(cid:31)(cid:31)(cid:3)(cid:3)(cid:11) (cid:8)(cid:8) (cid:23)(cid:3)(cid:9)(cid:3)(cid:15)(cid:10)(cid:12)(cid:8)(cid:16)(cid:11) (cid:12)(cid:7)(cid:2)(cid:8)(cid:10)(cid:13)(cid:11) (cid:6)(cid:9)(cid:11) (cid:6)(cid:18)(cid:4)(cid:11) (cid:21)(cid:8)(cid:16)(cid:3)(cid:21)(cid:11) (cid:2)(cid:3)(cid:4)(cid:5)(cid:6)(cid:4)(cid:7)(cid:8)(cid:9)(cid:10)(cid:3)(cid:11) (cid:10)(cid:13)(cid:11) (cid:6)(cid:9)(cid:11) (cid:6)(cid:6)(cid:18)(cid:4)(cid:4)(cid:11) (cid:21)(cid:21)(cid:8)(cid:8)(cid:16)(cid:16)(cid:3)(cid:3)(cid:21)(cid:21)(cid:11) (cid:2)(cid:2)(cid:3)(cid:4)(cid:5)(cid:5)(cid:6)(cid:6)(cid:4)(cid:4)(cid:7)(cid:7)(cid:8)(cid:8)(cid:9)(cid:9)(cid:10)(cid:10)(cid:3)(cid:3) (cid:13)(cid:14)(cid:12)(cid:21)(cid:11)(cid:29)(cid:3)(cid:8)(cid:4)(cid:11)(cid:8)(cid:9)(cid:24)(cid:11)(cid:23)(cid:3)(cid:29)(cid:6)(cid:9)(cid:24)(cid:19) (cid:29)(cid:6)(cid:6)(cid:9)(cid:9)(cid:24)(cid:24)(cid:19)(cid:19) AAON Research and Development Lab Ground Breaking February 24, 2016 SSAALLEES AANNDD EARNINGS SALES AND EARNINGS SSTTRROONNGG FFIINNAANNCCIIAALL CONDITION STRONG FINANCIAL CONDITION Sales for r 20020151515 r reaeached a record $358.6 million comompaparereedd d Sales for 2015 reached a record $358.6 million compared OuOuOurr r finfinanancicial conndid tion at December 33111, 22 2 2010101010 5,5,555 w ww wwasasasass ss s strtronong.g.g Our financial condition at December 31, 2015, was strong. with $356.3 million in 2014, a gain of 0.6%. During the past 2014, a gain of 0.6%. Duringng the past wiwiwiw ththth $ $35356.3 3 mimim llllioion n ini Cash and investments totaled $37.3 million (including $30.4 Cashh aa andndndd invesesestmtmtmmmeneneneenttstts ttt tototototalalalalaledee $37.3 millionn ( (ininclclududininng g $3$30.0.4 4 year pricing remained relatively stagnant but we did witness yeyearar p priricicingng rrememaiainen d d rerelatively stagnant but we ddidid wwitneeessss million of cash and short-term investments and $6.9 million of mimimillll ioi n of cash and shhorort-t term invnvesestmtmenentsts a aandndnd $ $$6.6.9 9 mimim llllioion n ofof a modest increase in the overall number of units sold, with aaa momomm dedest incncrereasase e inin t thehe o oveverarallll n numumbeber of units ssolold,d w wititth hh long-term investments). All lololongngng t-t-tterererm m investmentntnttts)s)s). AlAlAll ll investments will mature invevestststttmemememeentntnts ss s wiwiwiww llllll m mmatatururu e e a corresponding shift to our smaller tonnage, lower priced a corresesspopopondndndining g g shshshiftift tto o ououur r smsmalalleler r tonnnnagge, lowwerer p pririceeceddd within the next 15 months. Total current assets were thehh next 15 months. Total currrrennt t asa sesetss wwereerere e e wwiwithht ini product lines. prodducuct linees.s.s $124.2 million with a current ratio of 2.9:1. Our capital $1244.2 mili liiono with a cucurrrrenent t raatitio o of 2.99:11. . OOurur ccapapititalal expenditures in the past year were $21.0 million and exexpependndititures in the past year were $2121.0.0 m milillilionon a andnd Gross profit remained steady, reaching $108.7 million (30.3% GrGrGG ososo s prrp ofiofit t reremamainineded s steteadady, reaching $108.7 millionon ( (3030 3.3%% we paid cash dividends of $11.9 million (in May of f $1$11.1 9 mim lllioioion n (i(iin n MaMaayy yy ofof wewe p paiaidd cacashsh d dividdidenenendssdsdss o o of sales) in 2015, as compared with $108.3 million (30.4% of of sales) in 2015, as comparedd wwitith h $1$10808.3.3 m milillilionon ( (3030.4.4% % ofof 2015, 20201515, , the Board of Directors ththe e BoBoarard d ofof DDirireecectotorsrsrs increased incncncrereeasasasededed i the regular thehehe rr regegegulululararar t t sales) in 2014. Raw material prices decreased and a modest sales) in 2014. Raw material prices ddecreaseded a andnd a a m modododesest t semi-annual cash dividend to $0.11 per share or $0.22 seses mimi-a-annnnuauau l l cacaashshsh d divivididenend d tototot $ $ $0.0.0.111111 p ppperere s ssshahahah rereere o o or rr $0$00.2.22 2 improvement in manufacturing productivity helped to offset improvement in manufacturing productivity heelpedddd tt t tto o offoffseset t annually, which represented a 22% increase from the previous ananannununualalallylyly, , whwhwhicicch h h rerereppppressenennteted d d a a 222222% % % ininincrcrcreaeaeaasesese fffrororoom m mm thththhe e e prprprrevevevioioioousususus the impact of the shift towards our smaller tonnage, lower thhe impact of the shift towardss our smallllere ttonnagegge, , lolowewer r $0.09 per share or $0.18 annually, adjusted for stock splits). $0$0$$ .0.0.09 99 pepepeer rr shshshhararare e e ororr $$0.0 18818 aannnnnnnnnuauauau llllllly,y,y,y, a a adjjdjdjusususteteteed d d d fofofoor rr stststococock kk spspsps lilililitststss))). priced product lines. priced product lines. Furthermore, we continued making open market repurchases FuFuFurtrtrtthehehehermrmrmmororrrrrre,e,e, ww wwe e e cococoontntntiininnnueueueuuu d d d mamammamakikikiikikikingngnnnn o opepen n mamarkrketet rrepepurururu chchchchc asasasa es SG&A expenses declined 7.7% from $40.6 million (11.4% SG&A& expensees declini ed 7.7% from $$$$404404 .6.6 m milillilionon ( (1111.44%% of our common stock in 2015. Under our stock repurchase ofofoof o o ourururu c c comomommmomomomon n sttococco k kkk inninin 2 201015.5.5 UUnUnU dedededer r r ououououurrrr rr r r ststststtstststocococo k kk k k rerepuppuurcrccccchahahahahah sesese of sales) to $37.4 million (10.4% of sales). The decrease in ofof s salalese ) too $37.4 millionon (10.4% ofof ssalallleses).). TheTheTh d dddecececrereasase ee iniinin plan, we purchased approximately 1.0 million shares of our plplplp ananan, , , weweweewe p pppurururu chhcchchasseded a aaappppppp roroxiximamateteetelyly 1 111.0.0.0 m m milililli lilililililionononononononon s sssss shahahahahahaarererereeees s s s ofofofofofof o o o o oouruururur SG&A expenses reflect both the absence of non-recurring SG&A&A eexpxpennseses s rereflefl ctc bbototh thhhhe e e ababaaa sesess ncnnncee ofoff n nnononon-r-rr-reeececururririingngng common stock on the open market at an average price of cococoommmmmmmonoon sstotoockckkk o o o on n nn ththththhe e e eee opopopenenenen mmmmararaa kekeeet t t t atatat a a annn n avavava ererreragagage e e prprprpricicice ee ofofof charitable donations made in 2014 and a decrease in charariti abblele dononnnatta ions mmadade e inn 2222201014 4 annd d a aa dededeecrcrcrc eaeasese iiin n $24.09 per share. In addition, we purchased AAON stock $2$2$2$2$ 4.4.0909 p perer s shahaharereee.. I In n nn adaddidititiononn, , wewewww ppp purururrchchchchasasasedededed AAAAAAOAOAOAON N N NNN ststssttstococococo kkk k warranty expenses. Income from operations, reflecting these wawarrrranantyty e expxpenenseses.s. InIncococomememee fff frorororom m opopereratattttioionss, , rererefleflefleflefl ctcttctininii g g ththhesesesse e e from our employees’ 401(k) plan amounting to approximately frfrrromomom oo ourururr e empmpmmploooloyeyeyy eses’ ’ 4040401(1(k)k) p plalan nn amamamamammououououo ntntntntn inininining g g totototo a a appppppppppppprorororororoxixixixixixiimamamamamamamamatetetettetetet lylylylylyylyly lower expenses, gained 4.8% to $71.3 million (19.9% of sales) lolowewer r exexpepensnsesese , , gagainineded 4 44.8.8% % toto $ $7171.3.33 mmmmiliillionn ( (((191919199.9.9.9% % %% ofof s salaleseese ) )) $11.6 million. We continued to operate free of debt. Total $1$1$1111.1.1..6 66 6 6 mimimimillllllioion.n.n.n WeWeWW cc cconontitinunueded t to o o opopopopopoppo ererere atatatee e e e frrfrf eeeeeee o o oof ffffff dedededededdedebtbtbtbtbtbtbtbtt... ... TT TTT T Tototototooto alalalalalalaa from $68.0 million (19.1% of sales). Net income increased ffromom $6868.0.0 mmilillilionon ( (1919.1.1% % ofof s salaleses).). NeNeNN t inincocococomememem iiii incncn rerereasasasededed stockholders’ equity was $178.9 million or $3.28 per diluted ststtococockhkhkhhk ololldededeersrsrs’ ’ ’ eqeqeqequiuiuuityty w wasas $ $17178.8.9 9 mimim llllioion n ororororor $$ $$3.3.3.2828282 p pperererer dd ddilililututututedededede to $45.7 million (12.8% of sales) versus $44.2 million (12.4% toto $ $454 .77 m milillilionon ( (1212.88%% ofofo ssalaleses) ) veveersrsusuu $44.2.2 mmmililillillililiononon (( (121211 .4.44% % share. Our return on average stockholders’ equity was 25.9%. shhshhararare.e.e. OuOuOuO r reeetuutuurnrnnn oon n nn avavereragage e ststococockhkhololdedersrsrsrs’ ’’ eqeqqquiuiuiuitytytyty w w wwasasasas 2 255.5.5 9%9%9%9%. of sales). ofof ssala es).) CCCCCCAAAAAPPPPPIIIIITTTTAAAALLLLL EEEEXXXXPPPPPEEENNNDDDIIITTTUUURRREEESSS CAPITAL EXPENDITURES Fully diluted earnings per share in 2015 were $0.84, compared FuFulllly y didilul tet d eaarnniningsgs p perer s shahaaarerererre iii innn n 20202 15115 w werere e $0$00.8.84,4,4 cc comompapareered d d with fully diluted earnings per share of $0.80 in 2014. Per wiwithth f fulullyly ddillutu ed eeaarniningngs s peper shhsharare e ofofo $$0.0.808080 i in n 20201414. . P P PPeereer DuDuDuD ririringngng t t thehe p ppassasast t yeyeararrr w we e spspenent t apapprproxoximimmmmmmatataa elelele y y y yy $2$2$$ 1.1.1..0 0 0 00 mimimilllllioiooonnn n n During the past year we spent approximately $21.0 million share calculations are based upon 54.5 million fully diluted shsharare e cacalclcululatatioionsns a arere bbasa edd uupopon n 5454.5.5 m milillilionoon f fulullllylyyy d ddddililili utututededee on the enlargement and improvement of our manufacturing onon t t ttheheheh e e eeenlnln arargegemememementnt aa aandnd i impmprorovevemementnt o off ff f f f ooooouuoo r rr r mmammanunuuuffafafafactctcttc ururuu inininng g gg shares outstanding in 2015 and 55.4 million fully diluted shsharareses o oututststanandidingng i in n 2020155 a andnd 5 55.5.4 4 4 mimimim llllllioioioion n n n fufufufullllllly yy didididd lulululuttetet dd d facilities as well as for the purchase of new equipment. faacicicicilililitititiesesese aa aaas s s s weweewelllll a as s fofor r ththe e pupuurcrcccchahahhh sese ooof ff nenneeww ww eqequiuiuipmpmpmenenenent.t.t.t shares outstanding in 2014. shs arareses o oututststanandidingng i in n 20201414. Over the past five years (2011-2015) we made total capital OvOvvvererereer t t thehehehe p p pasast ttt fivfivfivfive e yeyeyy arars s (2(201011-1-20201515) ) wewewee m mmadadadde e ee totootatal l cacapipipipitatatt ll expenditures of $96.2 million. For 2016, we have budgeted fully committed to our research and development efforts. a significantly enlarged capital expenditure program, estimated to be approximately $32.7 million, which will be In 2014, after three years in the field testing phase, we devoted not only to our existing facilities but also for a new completed the conversion from tube (copper) and fin three-story 75,000 square foot engineering research and (aluminum) condenser coils to all aluminum micro-channel development laboratory to be located at our Tulsa facilities. coils. These coils are less expensive to manufacture, more Ground was broken for this facility in February of this efficient per dollar of coil, are lighter and more durable and year and we estimate completion by 2018 at a cost of $27.6 provide a more efficient transfer of heat. million. During 2016, we anticipate spending approximately $16.0 million of the total $32.7 million estimated 2016 capital expenditure budget toward the lab. THE WATER SOURCE HEAT PUMP Furthermore, we will begin selling our ur recently announced new line of Water er Source Heat Pumps (WSHP) which ich promise to be the most technologically ally innovative, advanced line of products ucts in the industry. The first of three planned lanned manufacturing lines will be completed by mid- d by mid- year with production commencing in August. We n August. We The Water Source Heat Pump The Water Source Heat Pump (WSHP) has been a reliable product in the HVA product in the HVAC market for more than 50 years. Its design and functionality have years. Its de not significantly changed over not s that time. We believe the time tha is right for a change. Over the is r past year we have committed past manpower and capital to devise manpo an innovative WSHP product line an inno estimate the cost of the initial production line in the area ion line in the area which we believe will be heralded as a which we of $12.0 million. “game changer” in the market. “game changer” We have become firmly entrenched in the rooftop segment Our new line of WSHP was introduced earlier this year at an of the HVAC market and have built a reputation as a leading AAON product show for sales representatives and customers manufacturer of the highest quality, most energy efficient held in Orlando, Florida. Initially, the product will be products in the industry. We are committed to continuing available in ½ to 7 ton capacities with larger capacities (up to these policies so as to enable the Company to produce the 20 tons) brought to market as demand requires. We expect most technologically innovative products in the industry. to deliver initial WSHP orders in the third quarter of the Our strong financial condition and free cash flow allow us current year. to pursue our goal and to significantly expand our horizons. RESEARCH AND DEVELOPMENT AAON’s technologically advanced product line was achieved through our unique production methodology which allows for the integration of mass production with mass customization. In 2015, we incurred research and development expenditures Our WSHP will be available in two configurations, horizontal of $7.5 million. We have spent $27.4 million over the and vertical, with three different tiers of efficiency: (i) the past five years (2011-2015) on research and development. standard level (13 EER); (ii) the premium level (15-17 EER); We recognize that in order to maintain our status as a and (iii) the ultra level (over 19 EER). Our WSHP product technological leader in the HVAC industry we must remain line has numerous other advanced features, including: Pictured: AAON Water-Source Heat Pump  All aluminum construction which makes the cabinet of $12.0 million. While we expect a modest contribution to approximately 1/3 of the weight of competitive galvanized sales in the first full year of shipments, start-up and training dd steel units. costs will impact WSHP-related earnings throughout most Bottom access to the supply fan and other components of the year. The WSHP is expected to become a profitable along with tool-less access to all other components product line for the Company toward the end of that period through lift-and-remove panels. and thereafter. Induction brazing on all copper connections, enabling the highly automated production line to electronically heat The first new WSHP production line is designed to joints rather than using torch welding (thereby eliminating manufacture up to 180 units per day. Initially, the Company the exposure of key refrigeration components to heat). will produce and stock standardized horizontal units with Metal shipping pallets rather than the traditional wooden no customization options. Our Tulsa warehouse has the pallets which are more susceptible to damage and difficult capacity to store up to approximately 2,300 units, which will to dispose of. The metal shipping pallets weigh less and allow the Company to provide immediate product shipments are lower in cost than wooden pallets and easier for the to satisfy customer demand. customer to dispose of (whether through recycling or selling the pallets as scrap metal). Large micro-channel air-side aluminum coils for RECOGNITION AND AWARDS improved efficiency are a standard feature. AAON was recognized for excellence in product design in the Dealer Design Awards Program sponsored by the The Company currently offers rooftop units, nits, Air Conditioning, Heating and Refrigeration News Air Conditioni air handlers, indoor packaged units and condensing units, all with a WSHP option. Since AAON has not previously manufactured a smaller tonnage WSHP product, buyers s of smaller tonnage WSHP equipment were re forced to look elsewhere to fulfill their needs. ds. AAON’s new WSHP product line will now offer ffer a competitively priced smaller tonnage product duct magazine in their July 20, 2015 issue. ma The Company’s Low Leakage Damper Th was the Gold Award winner in the w Ventilation Products category. The V ACHR News is distributed nationally A to over 33,000 HVACR contractors, wholesalers and other industry professionals. In the September 17, which opens a potentially sizeable market for the the 2015 issue of Consulting-Specifying Engineer 2015 is Company to capture. publication, the Company’s Low Leakage Dampers publication, th were again a gold award winner. In addition, AAON’s M2 We estimate the total WSHP market to be in the vicinity Series Modular Geothermal Heat Pump was a gold award of $550-600 million annually, with the majority of sales winner in the HVAC category. Consulting-Specifying directed to commercial and industrial multiple-room Engineer is a monthly publication with a circulation of over buildings such as motels, schools and office buildings. We 47,000 mechanical, electrical and plumbing engineers. believe that approximately 50% of total sales are devoted to the replacement market. As previously noted, we expect the cost of installing the first production line to be in the vicinity Pictured: AAON Low Leakage Dampers THE NEW LABORATORY Our manufacturer’s representative network is comprised of 88 independent representative organizations which operate 113 offices (some representatives have multiple offices) in all 50 states, Canada and one international office. During the past year the network contributed over 90% of our total sales. The new WSHP product line has been met with great enthusiasm from our manufacturer’s representatives. The In last year’s Annual Report, my letter to stockholders discussed new products should significantly augment their sales efforts in detail the Company’s plan to build a new state-of-the-art by opening new markets, such as multi-room type buildings, research and development testing laboratory. This project to AAON products. The sales representative network has was undertaken to enable AAON to meet and maintain AHRI contributed significantly to our past growth and we expect (Air Conditioning, Heating and Refrigeration Institute) and their continuing efforts will favorably impact our future DOE (Department of Energy) certifications. I am pleased to growth. report that ground was broken on the laboratory facility early this year. The three story, 75,000 square foot facility will be OUR EMPLOYEES both an acoustical and a performance measuring laboratory. We believe it will be the only laboratory in the world capable At both our headquarters location in Tulsa, Oklahoma, and of measuring the supply, return and ambient sound under at our subsidiary, AAON Coil Products, in Longview, Texas, actual load conditions. In addition, the laboratory will AAON strives to be the employer of choice by building a measure the efficiency by which energy is converted into culture of mutual trust, promotion of the entrepreneurial heating, cooling or air movement. A witness test area will spirit and recognition of talent and hard work. AAON also allow customers the opportunity to view product testing. attempts to attract and retain a talented workforce using The new laboratory is expected to be completed by the end of a mixture of compensation components, including base 2018, at an estimated total cost of $27.6 million. SALES REPRESENTATIVES’ PERFORMANCE salary, incentive pay, whether in the form of cash or non-cash awards, and employee benefits. We strive to provide a non-discriminatory and competitive total compensation package that rewards employees who drive for results, commit to continual improvement, save for the future, take care of Over the past two years we revised our regional sales their health and are interested in the long-term well-being of managerial structure. Previously there were four geographical AAON and its stockholders. territories, each serviced by a regional manager. Since 2014 we have hired three additional regional managers, creating During the past year, AAON broadened the use of equity seven sales regions, each overseen by a regional manager. awards as a component of compensation for a larger number We believe the new territorial structure will allow for of our employees. AAON believes that by doing so, it will closer interaction between the regional managers and the better align the goals of our employees with the goals of manufacturer’s representatives and their customers. the stockholders. This will incentivize our employees to help AAON grow and succeed in the market by creating a Pictured: AAON Research and Development Lab direct connection between Company success and their own OUTLOOK personal wealth. AAON employees have long understood the concept of succeeding through the Company’s growth We have significantly increased our capital spending levels as a result of our discretionary quarterly profit-sharing and research and development efforts in order to maintain program, which distributes 10% of AAON’s pre-tax profits our well-earned reputation as a leading technological and equally to nearly all personnel. innovative manufacturer in the HVAC industry. We believe that the introduction of our new WSHP product line and We have implemented a performance matrix that is designed the construction of a state-of-the-art testing laboratory will to award employees based upon their performance and greatly enhance AAON’s future growth prospects while impact to AAON. Employees are also evaluated based upon continuing to solidify our industry reputation. their adherence to the AAON core values of integrity, mutual trust and respect, quality, empowerment and innovation. We can sustain our growth prospects with the continuing Through our talent development efforts, we are grooming commitment and support of our customers, sales the next generation of AAON leadership. representatives and stockholders as well as with the total cooperation of our employees, all of whose names appear at AAON is proud of the broad cultural diversity of its employee the end of this report. base. Over 64% of the AAON employee population is comprised of minorities and over 26% are female. At We are expanding our horizons. The journey promises to both of its facilities, AAON employs people from over 30 be quite exciting! countries worldwide. All employees are provided with equal opportunities to grow and succeed without regard to gender, Sincerely, race, ethnicity, national origin, citizenship, disability, age, veteran status or any other classification protected by law. We value the success of our employees as is evidenced by Norman H. Asbjornson our generous tuition reimbursement program, whereby we encourage employees to explore learning opportunities. President & CEO March 29, 2016 We also provide in-house training and have taken large strides to educate our employees by implementing an online training program for employees during 2016 that will allow our employees to identify training needs and meet those needs as quickly and easily for the employee as possible. March UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Washington, D.C. 20549 FORM 10-K FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OF 1934 [X] [X] For the fiscal year ended December 31, 2015 For the fiscal year ended December 31, 2015 or or [ ]] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ACT OF 1934 For the transition period from _____________________________ to _____________________________ For the transition period from _____________________________ to _____________________________ Commission file number: 0-18953 Commission file number: 0-18953 AAON, INC. AAON, INC. (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter) Nevada Nevada (State or other jurisdiction (State or other jurisdiction of incorporation or organization) of incorporation or organization) 2425 South Yukon, Tulsa, Oklahoma , 2425 South Yukon, Tulsa, Oklahoma (Address of principal executive offices) (Address of principal executive offices) , 87-0448736 87-0448736 (IRS Employer (IRS Employer Identification No.) Identification No.) 74107 74107 (Zip Code) (Zip Code) Registrant's telephone number, including area code: (918) 583-2266 Registrant's telephone number, including area code: (918) 583-2266 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.004 , p Common Stock, par value $.004 (Title of Class) (Title of Class) Rights to Purchase Series A Preferred Stock Rights to Purchase Series A Preferred Stock (Title of Class) (Title of Class) g Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No [ ] Yes [X] No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. [ ] Yes [X] No [ ] Yes [X] No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 (or for such shorter period that the registrant was Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No [X] Yes [ ] No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No [X] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Large accelerated filer [X] Non-accelerated filer [ ] Accelerated filer [ ] Smaller reporting company [ ] Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.) [ ] Yes [X] No The aggregate market value of the common equity held by non-affiliates computed by reference to the closing price of registrant’s common stock on the last business day of registrant’s most recently completed second quarter June 30, 2015 was $919.4 million. As of February 19, 2016, registrant had outstanding a total of 53,049,365 shares of its $.004 par value Common Stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of registrant's definitive Proxy Statement to be filed in connection with the Annual Meeting of Stockholders to be held May 24, 2016, are incorporated into Part III. Item Number and Caption PART I TABLE OF CONTENTS Page Number 1. Business. 1A. Risk Factors. 1B. Unresolved Staff Comments. 2. 3. Properties. Legal Proceedings. 4. Mine Safety Disclosure. PART II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 6. Selected Financial Data. 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 7A. Quantitative and Qualitative Disclosures About Market Risk. 8. 9. Financial Statements and Supplementary Data. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 9A. Controls and Procedures. 9B. Other Information. PART III 10. Directors, Executive Officers and Corporate Governance. 11. Executive Compensation. 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 13. Certain Relationships and Related Transactions, and Director Independence. 14. Principal Accountant Fees and Services. PART IV 15. Exhibits and Financial Statement Schedules. 1 5 7 7 8 8 8 11 13 20 21 41 42 44 44 44 44 44 44 45 Forward-Looking Statements This Annual Report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions. PART I Item 1. Business. General Development and Description of Business AAON, Inc., a Nevada corporation, ("AAON Nevada") was incorporated on August 18, 1987. Our operating subsidiaries include AAON, Inc., an Oklahoma corporation, and AAON Coil Products, Inc., a Texas corporation. Unless the context otherwise requires, references in this Annual Report to “AAON,” the “Company”, “we”, “us”, “our”, or “ours” refer to AAON Nevada and our subsidiaries. We are engaged in the manufacture and sale of air conditioning and heating equipment consisting of rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal heat pumps, self-contained units and coils. Products and Markets Our products serve the commercial and industrial new construction and replacement markets. To date, our sales have been primarily to the domestic market. Foreign sales accounted for approximately $14.6 million, $19.9 million and $17.5 million of our sales in 2015, 2014 and 2013, respectively. Our rooftop and condensing unit markets primarily consist of units installed on commercial or industrial structures of generally less than ten stories in height. Our air handling units, self-contained units, chillers, packaged outdoor mechanical rooms and coils are applicable to all sizes of commercial and industrial buildings. The size of these markets is determined primarily by the number of commercial and industrial building completions. The replacement market consists of products installed to replace existing units/components that are worn or damaged. Currently, slightly over half of the industry's market consists of replacement units. The commercial and industrial new construction market is subject to cyclical fluctuations in that it is generally tied to housing starts, but has a lag factor of six to 18 months. Housing starts, in turn, are affected by such factors as interest rates, the state of the economy, population growth and the relative age of the population. When new construction is down, we emphasize the replacement market. Based on our 2015 sales of $358.6 million, we estimate that we have approximately a 12-13% share of the greater than five ton rooftop market and a 1-2% share of the less than five ton market. Approximately 55% of our sales were generated from the renovation and replacement markets and 45% from new construction. The percentage of sales for new construction vs. replacement to particular customers is related to the customer’s stage of development. 1 We purchase certain components, fabricate sheet metal and tubing and then assemble and test the finished products. Our primary finished products consist of a single unit system containing heating and cooling in a self-contained cabinet, referred to in the industry as "unitary products”. Our other finished products are chillers, packaged outdoor mechanical rooms, coils, air handling units, condensing units, makeup air units, energy recovery units, rooftop units and geothermal heat pumps. We offer three groups of rooftop units: the RQ Series, consisting of five cooling sizes ranging from two to six tons; the RN Series, offered in 27 cooling sizes ranging from six to 140 tons; and the RL Series, which is offered in 21 cooling sizes ranging from 45 to 240 tons. We also offer the SA, SB and M2 Series as indoor packaged, water-cooled or geothermal/water-source heat pump self- contained units with cooling capacities of three to 70 tons. We manufacture a LF Series chiller, air-cooled, a LN Series chiller, air-cooled, and a LZ Series chiller and packaged outdoor mechanical room, which are available in both air-cooled condensing and evaporative-cooled configurations, covering a range of four to 540 tons. BL Series boiler outdoor mechanical rooms are also available with 400-6,000 MBH heating capacity. FZ Series fluid cooler outdoor mechanical rooms are also available with a range of 50 to 450 tons. We offer four groups of condensing units: the CB Series, two to five tons; the CF Series, two to 70 tons; the CN Series, 55 to 140 tons; and the CL Series, 45 to 230 tons. Our air handling units consist of the indoor F1, H3 and V3 Series and the modular M2 and M3 Series, as well as air handling unit configurations of the RQ, RN, RL and SA Series units. Our energy recovery option applicable to our RQ, RN and RL units, as well as our V3, M2 and M3 Series air handling units, respond to the U.S. Clean Air Act mandate to increase fresh air in commercial structures. Our products are designed to compete on the higher quality end of standardized products. Performance characteristics of our products range in cooling capacity from two to 540 tons and in heating capacity from 69,000 to 9,000,000 BTUs. All of our products meet the Department of Energy's (“DOE”) minimum efficiency standards, which define the maximum amount of energy to be used in producing a given amount of cooling. Many of our units far exceed these minimum standards and are among the highest efficiency units currently available. A typical commercial building installation requires one ton of air conditioning for every 300-400 square feet or, for a 100,000 square foot building, 250 tons of air conditioning, which can involve multiple units. Major Customers One customer accounted for 10% or more of our sales during 2015. No customer accounted for 10% or more of our sales during 2014 or 2013. Sources and Availability of Raw Materials The most important materials we purchase are steel, copper and aluminum, which are obtained from domestic suppliers. We also purchase from other domestic manufacturers certain components, including compressors, electric motors and electrical controls used in our products. We attempt to obtain the lowest possible cost in our purchases of raw materials and components, consistent with meeting specified quality standards. We are not dependent upon any one source for raw materials or the major components of our manufactured products. By having multiple suppliers, we believe that we will have adequate sources of supplies to meet our manufacturing requirements for the foreseeable future. Sourcing of raw materials may be impacted in the future by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") that contains provisions to improve transparency and accountability concerning the supply of certain minerals, known as "conflict minerals", originating from the Democratic Republic of Congo and adjoining countries. As companies begin implementing the requirements adopted by the Securities and Exchange Commission ("SEC") in response to the provisions in the Dodd-Frank Act, availability of materials that contain conflict minerals may be affected. 2 We attempt to limit the impact of price fluctuations on these materials by entering into cancellable and non-cancellable fixed price contracts with our major suppliers for periods of six to 18 months. We expect to receive delivery of raw materials from our fixed price contracts for use in our manufacturing operations. Representatives We employ a sales staff of 37 individuals and utilize approximately 88 independent manufacturer representatives' organizations (“Representatives”) having 113 offices to market our products in the United States and Canada. We also have one international sales organization, which utilizes 12 distributors in other countries. Sales are made directly to the contractor or end user, with shipments being made from our Tulsa, Oklahoma, and Longview, Texas, plants to the job site. Our products and sales strategy focuses on niche markets. The targeted markets for our equipment are customers seeking products of better quality than offered, and/or options not offered, by standardized manufacturers. To support and service our customers and the ultimate consumer, we provide parts availability through our sales offices. We also have factory service organizations at each of our plants. Additionally, a number of the Representatives we utilize have their own service organizations, which, in connection with us, provide the necessary warranty work and/ or normal service to customers. Warranties Our product warranty policy is: the earlier of one year from the date of first use or 18 months from date of shipment for parts only; an additional four years for compressors (if applicable); 15 years on aluminized steel gas-fired heat exchangers (if applicable); 25 years on stainless steel heat exchangers (if applicable); and ten years on gas-fired heat exchangers in RL products (if applicable). Our warranty policy for the RQ series covers parts for two years from date of unit shipment and labor for one year from date of unit shipment. The Company also sells extended warranties on parts for various lengths of time ranging from six months to ten years. Revenue for these separately priced warranties is deferred and recognized on a straight-line basis over the separately priced warranty period. Research and Development Our products are engineered for performance, flexibility and serviceability. This has become a critical factor in competing in the heating, ventilation and air conditioning (“HVAC”) equipment industry. We must continually develop new and improved products in order to compete effectively and to meet evolving regulatory standards in all of our major product lines. All of our Research and Development ("R&D") activities are self-sponsored, rather than customer-sponsored. R&D activities have involved the RQ, RN and RL (rooftop units), F1, H3, V3, M2 and M3 (air handling units), LF, LN and LZ (chillers), CB, CF and CN (condensing units), SA and SB (self-contained units), FZ (fluid coolers) and BL (boilers), as well as component evaluation and refinement, development of control systems and new product development. We incurred research and development expenses of approximately $7.5 million, $6.3 million and $5.2 million in 2015, 2014 and 2013, respectively. Backlog Our backlog as of February 1, 2016 was approximately $52.3 million compared to approximately $49.5 million as of February 1, 2015. The current backlog consists of orders considered by management to be firm and generally are filled on average within approximately 60 to 90 days after an order is deemed to become firm; however, the orders are subject to cancellation by the customers. 3 Working Capital Practices Working capital practices in the industry center on inventories and accounts receivable. Our management regularly reviews our working capital with a view of maintaining the lowest level consistent with requirements of anticipated levels of operation. Our greatest needs arise during the months of July - November, the peak season for inventory (primarily purchased material) and accounts receivable. Our working capital requirements are generally met by cash flow from operations and a bank revolving credit facility, which currently permits borrowings up to $30 million and had a zero balance at December 31, 2015. We believe that we will have sufficient funds available to meet our working capital needs for the foreseeable future. Seasonality Sales of our products are moderately seasonal with the peak period being July - November of each year due to timing of construction projects being directly related to warmer weather. Competition In the standardized market, we compete primarily with Lennox International, Inc., Trane (Ingersoll Rand Limited), York (Johnson Controls Inc.) and Carrier (United Technologies Corporation). All of these competitors are substantially larger and have greater resources than we do. Our products compete on the basis of total value, quality, function, serviceability, efficiency, availability of product, product line recognition and acceptability of sales outlet. However, in new construction where the contractor is the purchasing decision maker, we are often at a competitive disadvantage because of the emphasis placed on initial cost. In the replacement market and other owner-controlled purchases, we have a better chance of getting the business since quality and long-term cost are generally taken into account. Employees As of February 19, 2016, we employed 1,676 permanent employees. Our employees are not represented by unions. Management considers its relations with our employees to be good. Patents, Trademarks, Licenses and Concessions We do not consider any patents, trademarks, licenses or concessions to be material to our business operations, other than patents issued regarding our energy recovery wheel option, blower, gas-fired heat exchanger, evaporative-cooled condenser de-superheater and low leakage damper which have terms of 20 years with expiration dates ranging from 2016 to 2033. Environmental Matters Laws concerning the environment that affect or could affect our operations include, among others, the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Occupational Safety and Health Act, the National Environmental Policy Act, the Toxic Substances Control Act, regulations promulgated under these Acts, and any other federal, state or local laws or regulations governing environmental matters. We believe that we are in compliance with these laws and that future compliance will not materially affect our earnings or competitive position. Available Information Our Internet website address is http://www.aaon.com. Our annual reports on Form 10-K, quarterly reports on Form 10- Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, will be available free of charge through our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information on our website is not a part of, or incorporated by reference into, this annual report on Form 10-K. Copies of any materials we file with the SEC can also be obtained free of charge through the SEC’s website at http:// www.sec.gov, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or by calling the SEC at 1-800-732-0330. 4 Item 1A. Risk Factors. The following risks and uncertainties may affect our performance and results of operations. Our business can be hurt by economic conditions. Our business is affected by a number of economic factors, including the level of economic activity in the markets in which we operate. Sales in the commercial and industrial new construction markets correlate to the number of new homes and buildings that are built, which in turn is influenced by cyclical factors such as interest rates, inflation, consumer spending habits, employment rates and other macroeconomic factors over which we have no control. In the HVAC business, a decline in economic activity as a result of these cyclical or other factors typically results in a decline in new construction and replacement purchases which could impact our sales volume and profitability. We may be adversely affected by problems in the availability, or increases in the prices, of raw materials and components. Problems in the availability, or increases in the prices, of raw materials or components could depress our sales or increase the costs of our products. We are dependent upon components purchased from third parties, as well as raw materials such as steel, copper and aluminum. Occasionally, we enter into cancellable and noncancellable contracts on terms from six to 18 months for raw materials and components at fixed prices. However, if a key supplier is unable or unwilling to meet our supply requirements, we could experience supply interruptions or cost increases, either of which could have an adverse effect on our gross profit. We risk having losses resulting from the use of non-cancellable fixed price contracts. Historically, we have attempted to limit the impact of price fluctuations on commodities by entering into non-cancellable fixed price contracts with our major suppliers for periods of six to 18 months. We expect to receive delivery of raw materials from our fixed price contracts for use in our manufacturing operations. These fixed price contracts are not accounted for using hedge accounting since they meet the normal purchases and sales exemption. We may not be able to successfully develop and market new products. Our future success will depend upon our continued investment in research and new product development and our ability to continue to achieve new technological advances in the HVAC industry. Our inability to continue to successfully develop and market new products or our inability to implement technological advances on a pace consistent with that of our competitors could lead to a material adverse effect on our business and results of operations. We may incur material costs as a result of warranty and product liability claims that would negatively affect our profitability. The development, manufacture, sale and use of our products involve a risk of warranty and product liability claims. Our product liability insurance policies have limits that, if exceeded, may result in material costs that would have an adverse effect on our future profitability. In addition, warranty claims are not covered by our product liability insurance and there may be types of product liability claims that are also not covered by our product liability insurance. We may not be able to compete favorably in the highly competitive HVAC business. Competition in our various markets could cause us to reduce our prices or lose market share, which could have an adverse affect on our future financial results. Substantially all of the markets in which we participate are highly competitive. The most significant competitive factors we face are product reliability, product performance, service and price, with the relative importance of these factors varying among our product line. Other factors that affect competition in the HVAC market include the development and application of new technologies and an increasing emphasis on the development of more efficient HVAC products. Moreover, new product introductions are an important factor in the market categories in which our products compete. Several of our competitors have greater financial and other resources than we have, allowing them to invest in more extensive research and development. We may not be able to compete successfully against current and future competition and current and future competitive pressures faced by us may materially adversely affect our business and results of operations. 5 The loss of Norman H. Asbjornson could impair the growth of our business. Norman H. Asbjornson, our founder, has served as our President and Chief Executive Officer from inception to date. He has provided the leadership and vision for our growth. Although important responsibilities and functions have been delegated to other highly experienced and capable management personnel, and our products are technologically advanced and well positioned for sales into the future, his death, disability or retirement could impair the growth of our business. We do not have an employment agreement with Mr. Asbjornson. It should be noted, however, that the Board of Directors is in the process of evolving a succession plan relating to Mr. Asbjornson and the positions currently held by him. Our business is subject to the risks of interruptions by problems such as computer viruses. We depend upon information technology infrastructure, including network, hardware and software systems to conduct our business. Despite our implementation of network and other cyber security measures, our information technology system and networks could be disrupted or experience a security breach from computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems. Any such event could have a material adverse effect on our business. Exposure to environmental liabilities could adversely affect our results of operations. Our future profitability could be adversely affected by current or future environmental laws. We are subject to extensive and changing federal, state and local laws and regulations designed to protect the environment in the United States and in other parts of the world. These laws and regulations could impose liability for remediation costs and result in civil or criminal penalties in case of non-compliance. Compliance with environmental laws increases our costs of doing business. Because these laws are subject to frequent change, we are unable to predict the future costs resulting from environmental compliance. We are subject to potentially extreme governmental regulations. We always face the possibility of new governmental regulations which could have a substantial or even extreme negative effect on our operations and profitability. Negotiations during the summer of 2013 mitigated some of the negative effects of the Department of Energy Final Rule, Regulatory Identification No. 1904-AC23, published on March 7, 2011. However, some additional testing and listing requirements are still in place and will be phased in. In addition, several other intrusive component part governmental regulations are in process. If these proposals become final rules, the effect would be the regulation of compressors and fans in products for which the DOE does not have current authority. This could affect equipment we currently manufacture and could have an impact on our product design, operations and profitability. The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the supply of certain minerals, known as "conflict minerals", originating from the Democratic Republic of Congo and adjoining countries. As a result, in August 2012, the SEC adopted annual disclosure and reporting requirements for those companies who use conflict minerals in their products. Accordingly, we began our reasonable country of origin inquiries in fiscal year 2013, with initial disclosure requirements beginning in May 2014. There are costs associated with complying with these disclosure requirements, including for due diligence to determine the sources of conflict minerals used in our products and other potential changes to products, processes or sources of supply as a consequence of such verification activities. The implementation of these rules could adversely affect the sourcing, supply and pricing of materials used in our products. As there may be only a limited number of suppliers offering “conflict free” conflict minerals, we cannot be sure that we will be able to obtain necessary conflict minerals from such suppliers in sufficient quantities or at competitive prices. Also, we may face reputational challenges if we determine that certain of our products contain minerals not determined to be conflict free or if we are unable to sufficiently verify the origins for all conflict minerals used in our products through the procedures we may implement. 6 We are subject to adverse changes in tax laws. Our tax expense or benefits could be adversely affected by changes in tax provisions, unfavorable findings in tax examinations or differing interpretations by tax authorities. We are unable to estimate the impact that current and future tax proposals and tax laws could have on our results of operations. We are currently subject to state and local tax examinations for which we do not expect any major assessments. We are subject to international regulations that could adversely affect our business and results of operations. Due to our use of representatives in foreign markets, we are subject to many laws governing international relations, including those that prohibit improper payments to government officials and commercial customers, and restrict where we can do business, what information or products we can supply to certain countries and what information we can provide to a non-U.S. government, including but not limited to the Foreign Corrupt Practices Act, U.K. Bribery Act and the U.S. Export Administration Act. Violations of these laws, which are complex, may result in criminal penalties or sanctions that could have a material adverse effect on our business, financial condition and results of operations. Operations may be affected by natural disasters, especially since most of our operations are performed at a single location. Natural disasters such as tornadoes and ice storms, as well as accidents, acts of terror, infection and other factors beyond our control could adversely affect our operations. Especially, as our facilities are in areas where tornadoes are likely to occur, and the majority of our operations are at our Tulsa facilities, the effects of natural disasters and other events could damage our facilities and equipment and force a temporary halt to manufacturing and other operations, and such events could consequently cause severe damage to our business. We maintain insurance against these sorts of events; however, this is not guaranteed to cover all the losses and damages incurred. If we are unable to hire, develop or retain employees, it could have an adverse effect on our business. We compete to hire new employees and then seek to train them to develop their skills. We may not be able to successfully recruit, develop and retain the personnel we need. Unplanned turnover or failure to hire and retain a diverse, skilled workforce, could increase our operating costs and adversely affect our results of operations. Variability in self-insurance liability estimates could impact our results of operations. We self-insure for employee health insurance and workers’ compensation insurance coverage up to a predetermined level, beyond which we maintain stop-loss insurance from a third-party insurer for claims over $200,000 and $750,000 for employee health insurance claims and workers' compensation insurance claims, respectively. Our aggregate exposure varies from year to year based upon the number of participants in our insurance plans. We estimate our self-insurance liabilities using an analysis provided by our claims administrator and our historical claims experience. Our accruals for insurance reserves reflect these estimates and other management judgments, which are subject to a high degree of variability. If the number or severity of claims for which we self-insure increases, it could cause a material and adverse change to our reserves for self-insurance liabilities, as well as to our earnings. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. As of December 31, 2015, we own all of our facilities, consisting of approximately 1.55 million square feet of space for office, manufacturing, warehouse, assembly operations and parts sales in Tulsa, Oklahoma, and Longview, Texas. We believe that our facilities are well maintained and are in good condition and suitable for the conduct of our business. Our plant and office facilities in Tulsa, Oklahoma, consist of a 342,000 sq. ft. building (327,000 sq. ft. of manufacturing/ warehouse space and 15,000 sq. ft. of office space) located on a 12-acre tract of land at 2425 South Yukon Avenue, and a 940,000 sq. ft. manufacturing/warehouse building and a 70,000 sq. ft. office building located on an approximately 78-acre tract of land across the street from the original facility (2440 South Yukon Avenue) (the "Tulsa facilities"). 7 Our manufacturing area is in heavy industrial type buildings, with some coverage by overhead cranes, containing manufacturing equipment designed for sheet metal fabrication and metal stamping. The manufacturing equipment contained in the facilities consists primarily of automated sheet metal fabrication equipment, supplemented by presses. Assembly lines consist of seven cart-type conveyor lines with variable line speed adjustment, which are motor driven. Subassembly areas and production line manning are based upon line speed. Our operations in Longview, Texas, are conducted in a plant/office building at 203-207 Gum Springs Road, containing 263,000 sq. ft. on 33.0 acres. The manufacturing area (approximately 256,000 sq. ft.) is located in three 120-foot wide sheet metal buildings connected by an adjoining structure. The remaining 7,000 square feet are utilized as office space. The facility is built for light industrial manufacturing. Item 3. Legal Proceedings. We are not a party to any pending legal proceeding which management believes is likely to result in a material liability and no such action has been threatened against us, or, to the best of our knowledge, is contemplated. Item 4. Mine Safety Disclosure. Not applicable. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is quoted on the NASDAQ Global Select Market under the symbol "AAON". The table below summarizes the intraday high and low reported sale prices for our common stock for the past two fiscal years. As of the close of business on February 19, 2016, there were 1,120 holders of record of our common stock. Quarter Ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 High $18.87 $22.43 $17.58 $22.75 $24.71 $24.95 $23.23 $25.15 Low $18.30 $21.82 $17.00 $22.35 $20.85 $22.39 $19.12 $19.19 At the discretion of the Board of Directors we pay semi-annual cash dividends. Board approval is required to determine the date of declaration and amount for each semi-annual dividend payment. Future cash dividends will be dependent on cash flows and results of operations. On May 21, 2013, we declared a three-for-two stock split of the Company's common stock to be paid in the form of a stock dividend on July 2, 2013. Stockholders of record at the close of business on June 13, 2013 received one additional share for every two shares they held as of that date. In addition, on May 21, 2013, we approved a semi- annual cash dividend of $0.06 per share, to the holders of our outstanding Common Stock as of the close of business on June 13, 2013, the record date. Those dividends were paid on July 2, 2013. We declared a regular semi-annual cash dividend of $0.07 per share on November 6, 2013. The dividends were payable to shareholders of record at the close of business on December 2, 2013, the record date, and were paid on December 23, 2013. 8 On May 2, 2014, we declared a regular semi-annual cash dividend of $0.09 per share, to stockholders of record at the close of business on June 12, 2014, the record date. Those dividends were paid on July 1, 2014. On June 5, 2014, we declared a three-for-two stock split of the Company's common stock to be paid in the form of a stock dividend on July 16, 2014. Stockholders of record at the close of business on June 27, 2014 received one additional share for every two shares they held as of that date. At a meeting of the Board of Directors on November 4, 2014, the Board declared a regular semi-annual cash dividend of $0.09 per share. The dividends were payable to shareholders of record at the close of business on December 2, 2014, the record date, and were paid on December 23, 2014. On May 19, 2015, the Board of Directors declared a regular semi-annual cash dividend of $0.11 per share, to stockholders of record at the close of business on June 12, 2015, the record date. The dividends were paid on July 1, 2015. On October 29, 2015, the Board of Directors declared a regular semi-annual cash dividend of $0.11 per share, to stockholders of record at the close of business on December 2, 2015, the record date. The dividends were paid on December 23, 2015. The following is a summary of our share-based compensation plans as of December 31, 2015: EQUITY COMPENSATION PLAN INFORMATION (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 29,482 418,889 $ $ 4.43 7.76 — 439,702 Plan category The 1992 stock option plan The 2007 Long- Term Incentive Plan Repurchases during the fourth quarter of 2015 were as follows: ISSUER PURCHASES OF EQUITY SECURITIES (a) Total Number of Shares (or Units Period Purchased) October 2015 November 2015 December 2015 51,780 $ 635,058 470,340 Total 1,157,178 $ (b) Average Price Paid (Per Share or Unit) (c) Total Number of Shares (or Units) Purchased as part of Publicly Announced (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased under the Plans or Programs Plans or Programs 51,780 635,058 470,340 1,157,178 — — — — 20.92 24.30 23.80 23.94 9 Comparative Stock Performance Graph The following performance graph compares our cumulative total shareholder return, the NASDAQ Composite and a peer group of U.S. industrial manufacturing companies in the air conditioning, ventilation, and heating exchange equipment markets from December 31, 2010 through December 31, 2015. The graph assumes that $100 was invested at the close of trading December 31, 2010, with reinvestment of dividends. Our peer group includes Lennox International, Inc., Ingersoll Rand Limited, Johnson Controls Inc., and United Technologies Corporation. This table is not intended to forecast future performance of our Common Stock. This stock performance Graph is not deemed to be “soliciting material” or otherwise be considered to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 (Exchange Act) or to the liabilities of Section 18 of the Exchange Act, and should not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing. 10 Item 6. Selected Financial Data. The following selected financial data should be read in conjunction with our Consolidated Financial Statements and Notes thereto included under Item 8 of this report and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Item 7. Results of Operations: 2015 Years Ended December 31, 2014 2013 (in thousands, except per share data) 2012 Net sales Net income Earnings per share: Basic Diluted Cash dividends declared per common share: $ $ $ $ $ 358,632 45,728 0.85 0.84 0.22 $ $ $ $ $ 356,322 44,158 0.81 0.80 0.18 $ $ $ $ $ 321,140 37,547 0.68 0.68 0.13 $ $ $ $ $ 303,114 27,449 0.50 0.49 (1) 0.16 (1) Includes special dividend of $0.05 per common share paid on December 24, 2012. 2011 266,220 13,986 0.25 0.25 0.11 $ $ $ $ $ Financial Position at End of Fiscal Year: 2015 2014 December 31, 2013 (in thousands) 2012 2011 Working capital Total assets Long-term and current debt Total stockholders’ equity $ 80,800 $ 82,227 $ 72,515 $ 47,428 $ 41,177 232,854 226,974 210,665 189,000 — — — — 178,918 174,059 164,106 138,136 174,458 4,575 122,504 Use of Non-GAAP Financial Measure To supplement the Company’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), an additional non-GAAP financial measure is provided and reconciled in the following table. The Company believes that this non-GAAP financial measure, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results. The Company believes that this non-GAAP financial measure enhances the ability of investors to analyze the Company’s business trends and operating performance. EBITDAX EBITDAX (as defined below) is presented herein and reconciled from the GAAP measure of net income because of its wide acceptance by the investment community as a financial indicator of a company's ability to internally fund operations. The Company defines EBITDAX as net income, plus (1) depreciation, (2) amortization of bond premiums, (3) share- based compensation, (4) interest (income) expense and (5) income tax expense. EBITDAX is not a measure of net income or cash flows as determined by GAAP. The Company’s EBITDAX measure provides additional information which may be used to better understand the Company’s operations. EBITDAX is one of several metrics that the Company uses as a supplemental financial measurement in the evaluation of its business and should not be considered as an alternative to, or more meaningful than, net income, as an indicator of operating performance. Certain items excluded from EBITDAX are significant components in understanding and assessing a company's financial performance. EBITDAX, as used by the Company, may not be comparable to similarly titled measures reported by other companies. The Company believes that EBITDAX is a widely followed measure of operating performance and is one of many metrics used by the Company’s management team, and by other users of the Company’s consolidated financial statements. 11 The following table provides a reconciliation of net income (GAAP) to EBITDAX (non-GAAP) for the periods indicated: 2015 2014 December 31, 2013 (in thousands) 2012 2011 Net Income, a GAAP measure $ 45,728 $ 44,158 $ 37,547 $ 27,449 $ Depreciation Amortization of bond premiums Share-based compensation Interest (income) expense Income tax expense 11,741 266 2,891 (427) 25,611 11,553 688 2,178 (964) 24,088 12,312 790 1,763 (1,011) 18,747 13,407 155 1,294 (197) 16,868 EBITDAX, a non-GAAP measure $ 85,810 $ 81,701 $ 70,148 $ 58,976 $ 13,986 11,397 156 680 23 7,527 33,769 12 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Overview We engineer, manufacture and market air conditioning and heating equipment consisting of rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal heat pumps, self-contained units and coils. These products are marketed and sold to retail, manufacturing, educational, lodging, supermarket, medical and other commercial industries. We market our products to all 50 states in the United States and certain provinces in Canada. Our business can be affected by a number of economic factors, including the level of economic activity in the markets in which we operate. The recent uncertainty of the economy has negatively impacted the commercial and industrial new construction markets. A further decline in economic activity could result in a decrease in our sales volume and profitability. Sales in the commercial and industrial new construction markets correlate closely to the number of new homes and buildings that are built, which in turn is influenced by cyclical factors such as interest rates, inflation, consumer spending habits, employment rates and other macroeconomic factors over which we have no control. We sell our products to property owners and contractors through a network of manufacturers’ representatives and our internal sales force. The demand for our products is influenced by national and regional economic and demographic factors. The commercial and industrial new construction market is subject to cyclical fluctuations in that it is generally tied to housing starts, but has a lag factor of six to 18 months. Housing starts, in turn, are affected by such factors as interest rates, the state of the economy, population growth and the relative age of the population. When new construction is down, we emphasize the replacement market. The new construction market in 2015 continued to be unpredictable and uneven. Thus, throughout the year, we emphasized promotion of the benefits of AAON equipment to property owners in the replacement market. The principal components of cost of goods sold are labor, raw materials, component costs, factory overhead, freight out and engineering expense. The principal high volume raw materials used in our manufacturing processes are steel, copper and aluminum and are obtained from domestic suppliers. We also purchase from domestic manufacturers certain components, including compressors, motors and electrical controls. The price levels of our raw materials have remained relatively consistent the past few years, but the market continues to be volatile and unpredictable as a result of the uncertainty related to the U.S. economy and global economy. For the year ended December 31, 2015, the prices for copper, galvanized steel and stainless steel decreased approximately 13.0%, 10.6% and 13.9%, respectively, from a year ago, while the price for aluminum increased 1.8% from a year ago. For the year ended December 31, 2014, the price for copper decreased approximately 5.1%, while the prices for galvanized steel, stainless steel, and aluminum increased 2.2%, 3.4% and 8.6%, respectively, from 2013. In 2011, we began using an all aluminum microchannel condenser coil on our small rooftop unit product line, and in 2013, we began using this condenser coil in our new large rooftop product line as well. The condenser coil is the outdoor coil of a conventional air conditioning system. We expect to be using this type of condenser coil throughout the complete rooftop unit product line. This will reduce our copper tube usage in this component of the product, however, copper will remain a high volume raw material because of its use throughout the equipment. We attempt to limit the impact of price fluctuations on these materials by entering into cancellable and non-cancellable fixed price contracts with our major suppliers for periods of six to 18 months. We expect to receive delivery of raw materials from our fixed price contracts for use in our manufacturing operations. The following are highlights of our results of operations, cash flows, and financial condition: • We spent $21.0 million in capital expenditures in 2015, an increase of $4.9 million from the $16.1 million spent in 2014, to increase our production capacity and efficiency. • We paid cash dividends of $11.9 million in 2015 compared to $9.7 million in 2014. • We reinstated open market repurchases of our stock, repurchasing slightly more than 1.0 million shares for nearly $25.0 million from the open market in the last two months of 2015. 13 Results of Operations Units sold for years ended December 31: 2015 2014 2013 Rooftop Units Split Systems Outdoor Mechanical Rooms Total Units 15,134 3,385 57 18,576 14,587 2,622 114 17,323 13,969 2,604 93 16,666 Year Ended December 31, 2015 vs. Year Ended December 31, 2014 Net Sales Years Ending December 31, 2015 2014 $ Change % Change (in thousands, except unit data) $ $ 358,632 18,576 $ 356,322 17,323 2,310 1,253 0.6% 7.2% Net sales Total units Net sales remained relatively stable while we saw an increase in our total units sold. Most of the increase in our units sold came from our Longview facility which have a lower average price per unit. Cost of Sales Years Ending December 31, Percent of Sales 2015 2014 2015 2014 (in thousands) Cost of sales Gross Profit $ $ 249,951 108,681 248,059 108,263 69.7% 30.3% 69.6% 30.4% The principal components of cost of sales are labor, raw materials, component costs, factory overhead, freight out and engineering expense. The principal high volume raw materials used in our manufacturing processes are steel, copper and aluminum, which are obtained from domestic suppliers. Twelve month average raw material cost per pound as of December 31: Years Ending December 31, 2015 2014 % Change Copper Galvanized Steel Stainless Steel Aluminum $ $ $ $ 3.54 0.42 1.30 1.67 $ $ $ $ 4.07 0.47 1.51 1.64 (13.0)% (10.6)% (13.9)% 1.8 % 14 Selling, General and Administrative Expenses Years Ending December 31, Percent of Sales 2015 2014 2015 2014 $ Warranty Profit Sharing Salaries & Benefits Stock Compensation Advertising Depreciation Insurance Professional Fees Donations Other Total SG&A $ (in thousands) $ 4,317 8,037 11,078 2,082 1,191 930 1,153 1,794 452 6,404 37,438 $ 4,874 7,781 11,638 1,520 1,015 878 1,160 1,986 4,202 5,508 40,562 1.2% 2.2% 3.1% 0.6% 0.3% 0.3% 0.3% 0.5% 0.1% 1.8% 10.4% 1.4% 2.2% 3.3% 0.4% 0.3% 0.2% 0.3% 0.6% 1.2% 1.5% 11.4% The decrease in SG&A is primarily due to the non-recurring donations in 2014, along with a decrease in warranty expense as a result of continued improvements in quality control, offset by an increase in other expense. In 2015, other expense increased due to sales taxes to certain states. Income Taxes Years Ending December 31, 2015 2014 (in thousands) Effective Tax Rate 2014 2015 Income tax provision $ 25,611 $ 24,088 35.9% 35.3% Year Ended December 31, 2014 vs. Year Ended December 31, 2013 Net Sales Years Ending December 31, 2014 2013 $ Change % Change (in thousands, except unit data) $ 356,322 $ 321,140 $ 35,182 17,323 16,666 657 11.0% 3.9% Net sales Total units The increase in net sales was the result of the favorable reception to our new products and increased market share. Because of our wide product mix and flexibility of features within each product, overall net sales increased approximately 11.0%. We estimate that approximately 5.5% of the net sales increase was related to increases in the average sales price due to changes in product mix and price increases and the other 3.9% was related to increased unit sales. 15 Cost of Sales Years Ending December 31, Percent of Sales 2014 2013 2014 2013 (in thousands) Cost of sales Gross Profit $ 248,059 $ 231,348 108,263 89,792 69.6% 30.4% 72.0% 28.0% The principal components of cost of sales are labor, raw materials, component costs, factory overhead, freight out and engineering expense. The principal high volume raw materials used in our manufacturing processes are steel, copper and aluminum, which are obtained from domestic suppliers. The improvement in gross profit is primarily due to efficiencies gained from our investment in equipment. Twelve month average raw material cost per pound as of December 31: Years Ending December 31, 2014 2013 % Change Copper Galvanized Steel Stainless Steel Aluminum $ $ $ $ 4.07 0.47 1.51 1.64 $ $ $ $ 4.29 0.46 1.46 1.51 (5.1)% 2.2 % 3.4 % 8.6 % Selling, General and Administrative Expenses Years Ending December 31, Percent of Sales 2014 2013 2014 2013 Warranty Profit Sharing Salaries & Benefits Stock Compensation Advertising Depreciation Insurance Professional Fees Donations Other $ (in thousands) $ 4,874 7,781 11,638 1,520 1,015 878 1,160 1,986 4,202 5,508 6,024 6,397 10,287 1,086 946 861 1,072 2,108 231 4,977 1.4% 2.2% 3.3% 0.4% 0.3% 0.2% 0.3% 0.6% 1.2% 1.5% 1.9% 2.0% 3.2% 0.3% 0.3% 0.3% 0.3% 0.7% 0.1% 1.5% Total SG&A $ 40,562 $ 33,989 11.4% 10.6% The increase in SG&A is primarily due to an additional $4.0 million in charitable donations, higher profit sharing expense as a result of higher operating income before income taxes and increased compensation costs in 2014. these increases were offset by a decrease in warranty expense as a result of improvement in quality control. 16 Income Taxes Years Ending December 31, 2014 2013 (in thousands) Effective Tax Rate 2013 2014 Income tax provision $ 24,088 $ 18,747 35.3% 33.3% The income tax provision for 2013 reflected benefits related to the R&D Credit and the Indian Employment Credit of approximately $0.9 million for tax years 2013 and 2012. These federal credits were retroactively reinstated on January 2, 2013, with the enactment of the American Taxpayer Relief Act of 2012 ("ATRA"). Liquidity and Capital Resources Our working capital and capital expenditure requirements are generally met through net cash provided by operations and the occasional use of the revolving bank line of credit based on our current liquidity at the time. Our cash and cash equivalents decreased $14.0 million from December 31, 2014 to December 31, 2015. As of December 31, 2015, we had $7.9 million in cash and cash equivalents. As of December 31, 2015, we had certificates of deposit of $12.0 million and investments held to maturity at amortized cost of $17.5 million. These certificates of deposit had maturity dates of less than one month to approximately 15 months. The investments held to maturity at amortized cost had maturity dates of less than one month to approximately 15 months. On July 25, 2014 we renewed our line of credit with BOKF, NA dba Bank of Oklahoma, formerly known as Bank of Oklahoma, N.A. ("Bank of Oklahoma"). The revolving line of credit matures on July 27, 2016. We expect to renew our line of credit in July 2016 with favorable terms. Under the line of credit, there was one standby letter of credit of $0.8 million as of December 31, 2015. At December 31, 2015 we have $29.2 million of borrowings available under the revolving credit facility. No fees are associated with the unused portion of the committed amount. As of December 31, 2015 and 2014, there were no outstanding balances under the revolving credit facility. Interest on borrowings is payable monthly at LIBOR plus 2.5%. The weighted average interest rate was 2.6% and 2.7% for the years ended December 31, 2015 and 2014, respectively. At December 31, 2015, we were in compliance with all of the covenants under the revolving credit facility. We are obligated to comply with certain financial covenants under the revolving credit facility. These covenants require that we meet certain parameters related to our tangible net worth, total liabilities to tangible net worth ratio and working capital. At December 31, 2015, our tangible net worth was $178.9 million, which meets the requirement of being at or above $95.0 million. Our total liabilities to tangible net worth ratio was 0.3 to 1.0 which meets the requirement of not being above 2 to 1. Our working capital was $80.8 million, which meets the requirement of being at or above $40.0 million. We repurchased shares of stock from the open market, from employees’ 401(k) savings investment plan, option exercises of our directors and officers and vested restricted stock from employees, directors and officers in the amount of $37.1 million for 1.6 million shares, $29.3 million for 1.5 million shares and $8.2 million for 0.6 million shares in 2015, 2014 and 2013, respectively. We repurchased the shares at current market prices. For the years ended December 31, 2015, 2014 and 2013 we paid cash dividends of $11.9 million, $9.7 million and $7.4 million, respectively. Based on historical performance and current expectations, we believe our cash and cash equivalents balance, the projected cash flows generated from our operations, our existing committed revolving credit facility (or comparable financing) and our expected ability to access capital markets will satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations in 2016 and the foreseeable future. 17 Statement of Cash Flows The table below reflects a summary of our net cash flows provided by operating activities, net cash flows used in investing activities, and net cash flows used in financing activities for the years indicated. Operating Activities Net Income Income statement adjustments, net Changes in assets and liabilities: Accounts receivable Income tax receivable Inventories Prepaid expenses and other Accounts payable Deferred revenue Accrued liabilities Net cash provided by operating activities Investing Activities Capital expenditures Purchases of investments Maturities of investments and proceeds from called investments Other Net cash used in investing activities Financing Activities (Payments) borrowings under revolving credit facility, net Stock options exercised and excess tax benefits from stock options exercised and restricted stock awards vested Repurchase of stock Cash dividends paid to stockholders Net cash used in financing activities Cash Flows from Operating Activities 2015 2014 (in thousands) 2013 $ $ 45,728 13,805 $ 44,158 10,915 37,547 12,892 (5,884) 312 (1,059) 76 (5,109) 189 4,852 52,910 (20,967) (20,863) 18,519 117 (23,194) (5,007) (257) (5,613) (305) 3,512 782 4,094 52,279 (16,127) (16,820) 26,536 382 (6,029) 4,662 464 231 436 (5,197) 615 1,942 53,592 (9,041) (31,383) 8,937 161 (31,326) — — — 5,240 (37,143) (11,857) (43,760) $ 2,557 (29,284) (9,656) (36,383) $ 2,310 (8,222) (7,428) (13,340) $ Cash flows from operating activities have remained relatively consistent in 2015 with 2014 and 2013. Cash Flows from Investing Activities Capital expenditures increased in 2015 as compared to 2014 and were primarily related to investments in additional manufacturing and production equipment to support our growth and improve efficiencies. The capital expenditure program for 2016 is estimated to be approximately $32.7 million. The increase in capital expenditures is primarily due to construction projects related to our new research and development lab. Many of these projects are subject to review and cancellation at the discretion of our CEO and Board of Directors without incurring substantial charges. Cash Flows from Financing Activities We continued to increase our buyback activity in 2015 compared to prior years, resulting in approximately $25.0 million in open market repurchases of our stock in 2015. 18 Off-Balance Sheet Arrangements We are not party to any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources. Commitments and Contractual Agreements We had no material contractual purchase agreements as of December 31, 2015. Contingencies We are subject to various claims and legal actions that arise in the ordinary course of business. We closely monitor these claims and legal actions and frequently consult with our legal counsel to determine whether they may, when resolved, have a material adverse effect on our financial position, results of operations or cash flows and we accrue and/or disclose loss contingencies as appropriate. We have concluded that the likelihood is remote that the ultimate resolution of any pending litigation or claims will be material or have a material adverse effect on the Company's business, financial position, results of operations or cash flows. Critical Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue and expenses in our consolidated financial statements and related notes. We base our estimates, assumptions and judgments on historical experience, current trends and other factors believed to be relevant at the time our consolidated financial statements are prepared. However, because future events and their effects cannot be determined with certainty, actual results could differ from our estimates and assumptions, and such differences could be material. We believe the following critical accounting policies affect our more significant estimates, assumptions and judgments used in the preparation of our consolidated financial statements. Inventory Reserves – We establish a reserve for inventories based on the change in inventory requirements due to product line changes, the feasibility of using obsolete parts for upgraded part substitutions, the required parts needed for part supply sales, replacement parts and for estimated shrinkage. Warranty – A provision is made for estimated warranty costs at the time the product is shipped and revenue is recognized. The warranty period is: the earlier of one year from the date of first use or 18 months from date of shipment for parts only; an additional four years on compressors (if applicable); 15 years on aluminized steel gas-fired heat exchangers (if applicable); 25 years on stainless steel heat exchangers (if applicable); and 10 years on gas-fired heat exchangers in RL products (if applicable). With the introduction of the RQ product line in 2010, our warranty policy for the RQ series was implemented to cover parts for two years from date of unit shipment and labor for one year from date of unit shipment. Warranty expense is estimated based on the warranty period, historical warranty trends and associated costs, and any known identifiable warranty issue. Due to the absence of warranty history on new products, an additional provision may be made for such products. Our estimated future warranty cost is subject to adjustment from time to time depending on changes in actual warranty trends and cost experience. Should actual claim rates differ from our estimates, revisions to the estimated product warranty liability would be required. Stock Compensation – We measure and recognize compensation expense for all share-based payment awards made to our employees and directors, including stock options and restricted stock awards, based on their fair values at the time of grant. Compensation expense, net of estimated forfeitures, is recognized on a straight-line basis during the service period of the related share-based compensation award. Forfeitures are estimated based on the Company's historical experience. The fair value of each option award and restricted stock award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The use of the Black-Scholes-Merton option valuation model requires the input of subjective assumptions such as: the expected volatility, the expected term of the options granted, expected dividend yield, and the risk-free rate. 19 New Accounting Pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates ("ASUs") to the FASB's Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements and notes thereto. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, with the issuance of ASU 2015-14, the FASB amended the effective date for us to January 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. We do not expect ASU 2014-09 will have a material effect on our consolidated financial statements and notes thereto. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Taxes, which requires presentation of deferred tax assets and liabilities as non-current in a classified balance sheet. The ASU becomes effective in the annual reporting period beginning after December 31, 2016, including interim reporting periods. Early adoption is allowed as of the beginning of any interim or annual reporting period. The standard permits the use of the retrospective or prospective transition method. We have early adopted the standard effective October 1, 2015, for the interim and annual reporting periods ending December 31, 2015 and have applied the retrospective transition method. The following table displays the prior period quantitative effects on the consolidated balance sheets: December 31, 2014 As Reported As Restated Deferred tax assets Total current assets Total assets Deferred tax liabilities Total liabilities and stockholders' equity $ (in thousands) $ 6,143 131,083 233,117 13,677 233,117 — 124,940 226,974 7,534 226,974 There are no prior period quantitative effects on the consolidated statements of income, stockholders' equity or cash flows. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which will address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The ASU becomes effective in the annual reporting period beginning after December 31, 2017, including interim reporting periods. We do not expect ASU 2016-01 will have a material effect on our consolidated financial statements and notes thereto. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Commodity Price Risk We are exposed to volatility in the prices of commodities used in some of our products and, occasionally, we use fixed price cancellable and non-cancellable contracts with our major suppliers for periods of six to 18 months to manage this exposure. 20 Item 8. Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Page 22 23 24 25 26 27 21 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders AAON, Inc. We have audited the accompanying consolidated balance sheets of AAON, Inc. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AAON, Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 10 to the consolidated financial statements, the Company adopted new accounting guidance in 2015 and 2014, related to the presentation of deferred income taxes. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 25, 2016, expressed an unqualified opinion. /s/ GRANT THORNTON LLP Tulsa, Oklahoma February 25, 2016 22 AAON, Inc. and Subsidiaries Consolidated Balance Sheets Assets Current assets: Cash and cash equivalents Certificates of deposit Investments held to maturity at amortized cost Accounts receivable, net Income tax receivable Note receivable Inventories, net Prepaid expenses and other Total current assets Property, plant and equipment: Land Buildings Machinery and equipment Furniture and fixtures Total property, plant and equipment Less: Accumulated depreciation Property, plant and equipment, net Certificates of deposit Investments held to maturity at amortized cost Note receivable, long-term Total assets Liabilities and Stockholders' Equity Current liabilities: Revolving credit facility Accounts payable Accrued liabilities Total current liabilities Deferred revenue Deferred tax liabilities Donations Commitments and contingencies Stockholders' equity: Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued Common stock, $.004 par value, 100,000,000 shares authorized, 53,012,363 and 54,041,829 issued and outstanding at December 31, 2015 and 2014, respectively Additional paid-in capital Retained earnings Total stockholders' equity December 31, 2015 2014 (in thousands, except share and per share data) $ 7,908 $ 10,080 12,444 50,024 4,702 23 38,499 533 124,213 2,233 68,806 143,100 11,270 225,409 124,348 101,061 1,880 5,039 661 21,952 6,098 11,972 44,092 2,569 30 37,618 609 124,940 2,233 64,938 127,968 10,388 205,527 113,605 91,922 5,280 4,015 817 232,854 $ 226,974 $ $ — $ 6,178 37,235 43,413 698 8,706 1,119 212 — 178,706 178,918 — 11,370 31,343 42,713 1,006 7,534 1,662 216 — 173,843 174,059 226,974 Total liabilities and stockholders' equity $ 232,854 $ The accompanying notes are an integral part of these consolidated financial statements. 23 AAON, Inc. and Subsidiaries Consolidated Statements of Income Years Ending December 31, 2015 2014 2013 (in thousands, except per share data) $ 358,632 $ 356,322 $ 249,951 108,681 37,438 (59) 71,302 161 (124) 71,339 25,611 45,728 0.85 0.84 0.22 $ $ $ $ 248,059 108,263 40,562 (305) 68,006 276 (36) 68,246 24,088 44,158 0.81 0.80 0.18 $ $ $ $ $ $ $ $ 321,140 231,348 89,792 33,989 (22) 55,825 221 248 56,294 18,747 37,547 0.68 0.68 0.13 54,045,841 54,481,484 54,809,319 55,369,016 55,119,150 55,587,381 Net sales Cost of sales Gross profit Selling, general and administrative expenses Gain on disposal of assets Income from operations Interest income, net Other (expense) income, net Income before taxes Income tax provision Net income Earnings per share: Basic Diluted Cash dividends declared per common share: Weighted average shares outstanding: Basic Diluted The accompanying notes are an integral part of these consolidated financial statements. 24 AAON, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity Balance at December 31, 2012 Net income Stock options exercised and restricted stock awards granted, including tax benefits Share-based compensation Stock repurchased and retired Dividends Balance at December 31, 2013 Net income Stock options exercised and restricted stock awards granted, including tax benefits Share-based compensation Stock repurchased and retired Dividends Balance at December 31, 2014 Net income Stock options exercised and restricted stock awards granted, including tax benefits Share-based compensation Stock repurchased and retired Dividends Balance at December 31, 2015 Common Stock Shares Amount $ 55,166 — 435 — (534) — 55,067 — 463 — (1,488) — 54,042 — 546 — (1,576) — 53,012 $ 221 — 2 — (2) — 221 — 1 — (6) — 216 — 2 — (6) — 212 Paid-in Capital (in thousands) $ — $ — 2,308 Retained Earnings Total $ 137,915 37,547 — 138,136 37,547 2,310 1,763 (4,071) — — — 2,556 2,178 (4,734) — — — 5,238 — (4,149) (7,428) 163,885 44,158 — — (24,544) (9,656) 173,843 45,728 — 2,891 (8,129) — — $ — (29,008) (11,857) 178,706 $ $ 1,763 (8,222) (7,428) 164,106 44,158 2,557 2,178 (29,284) (9,656) 174,059 45,728 5,240 2,891 (37,143) (11,857) 178,918 The accompanying notes are an integral part of these consolidated financial statements. 25 AAON, Inc. and Subsidiaries Consolidated Statements of Cash Flows 2015 Operating Activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation Amortization of bond premiums Provision for losses on accounts receivable, net of adjustments Provision for excess and obsolete inventories Share-based compensation Excess tax benefits from stock options exercised and restricted stock awards vested Gain on disposition of assets Foreign currency transaction loss Interest income on note receivable Deferred income taxes Write-off of note receivable Changes in assets and liabilities: Accounts receivable Income tax receivable Inventories Prepaid expenses and other Accounts payable Deferred revenue Accrued liabilities Net cash provided by operating activities Investing Activities Capital expenditures Proceeds from sale of property, plant and equipment Investment in certificates of deposits Maturities of certificates of deposits Purchases of investments held to maturity Maturities of investments Proceeds from called investments Principal payments from note receivable Net cash used in investing activities Financing Activities Borrowings under revolving credit facility Payments under revolving credit facility Stock options exercised Excess tax benefits from stock options exercised and restricted stock awards vested Repurchase of stock Cash dividends paid to stockholders Net cash used in financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year $ $ Years Ending December 31, 2014 (in thousands) 44,158 $ $ 45,728 11,741 266 (48) 178 2,891 (2,445) (59) 139 (30) 1,172 — (5,884) 312 (1,059) 76 (5,109) 189 4,852 52,910 (20,967) 63 (6,680) 6,098 (14,183) 11,408 1,013 54 (23,194) — — 2,795 2,445 (37,143) (11,857) (43,760) (14,044) 21,952 7,908 $ 11,553 688 (22) 135 2,178 (1,239) (305) 74 (36) (2,111) — (5,007) (257) (5,613) (305) 3,512 782 4,094 52,279 (16,127) 319 (9,940) 9,310 (6,880) 14,197 3,029 63 (6,029) — — 1,318 1,239 (29,284) (9,656) (36,383) 9,867 12,085 21,952 $ 2013 37,547 12,312 790 141 243 1,763 (843) (22) 67 (40) (1,594) 75 4,662 464 231 436 (5,197) 615 1,942 53,592 (9,041) 92 (9,108) 3,600 (22,275) 2,005 3,332 69 (31,326) 8,325 (8,325) 1,467 843 (8,222) (7,428) (13,340) 8,926 3,159 12,085 The accompanying notes are an integral part of these consolidated financial statements. 26 AAON, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2015 1. Business Description AAON, Inc. is a Nevada corporation which was incorporated on August 18, 1987. Our operating subsidiaries include AAON, Inc., an Oklahoma corporation and AAON Coil Products, Inc., a Texas corporation (collectively, the "Company"). The Consolidated Financial Statements include our accounts and the accounts of our subsidiaries. We are engaged in the manufacture and sale of air conditioning and heating equipment consisting of rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal heat pumps, self-contained units and coils. 2. Summary of Significant Accounting Policies Principles of Consolidation These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Cash and Cash Equivalents We consider all highly liquid temporary investments with original maturity dates of three months or less to be cash equivalents. Cash and cash equivalents consist of bank deposits and highly liquid, interest-bearing money market funds. The Company's cash and cash equivalents are held in a few financial institutions in amounts that exceed the insurance limits of the Federal Deposit Insurance Corporation. However, management believes that the Company's counterparty risks are minimal based on the reputation and history of the institutions selected. Investments Certificates of Deposit We held $12.0 million and $11.4 million in certificates of deposit at December 31, 2015 and December 31, 2014, respectively. At December 31, 2015, the certificates of deposit bear interest ranging from 0.25% to 0.90% per annum and have various maturities ranging from less than one month to approximately 15 months. Investments Held to Maturity At December 31, 2015, our investments held to maturity were comprised of $17.5 million of corporate notes and bonds with various maturities ranging from less than one month to approximately 15 months. The investments have moderate risk with S&P ratings ranging from AA+ to BBB-. We record the amortized cost basis and accrued interest of the corporate notes and bonds in the Consolidated Balance Sheets. We record the interest and amortization of bond premium to interest income in the Consolidated Statements of Income. 27 The following summarizes the amortized cost and estimated fair value of our investments held to maturity at December 31, 2015 and December 31, 2014: December 31, 2015: Current assets: Investments held to maturity Non current assets: Investments held to maturity Total December 31, 2014: Current assets: Investments held to maturity Non current assets: Investments held to maturity Total Amortized Cost Gross Unrealized Gain Gross Unrealized (Loss) (in thousands) Fair Value 12,444 $ — $ (16) $ 12,428 5,039 17,483 $ — — $ (17) (33) $ 5,022 17,450 11,972 $ — $ (7) $ 11,965 4,015 15,987 $ — — $ (16) (23) $ 3,999 15,964 $ $ $ $ We evaluate these investments for other-than-temporary impairments on a quarterly basis. We do not believe there was an other-than-temporary impairment for our investments at December 31, 2015 or 2014. Accounts and Note Receivable Accounts and note receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. We generally do not require that our customers provide collateral. The Company determines its allowance for doubtful accounts by considering a number of factors, including the credit risk of specific customers, the customer’s ability to pay current obligations, historical trends, economic and market conditions and the age of the receivable. Accounts are considered past due when the balance has been outstanding for ninety days past negotiated credit terms. Past due accounts are generally written-off against the allowance for doubtful accounts only after all collection attempts have been exhausted. Concentration of Credit Risk Our customers are concentrated primarily in the domestic commercial and industrial new construction and replacement markets. To date, our sales have been primarily to the domestic market, with foreign sales accounting for approximately 4%, 6% and 5% of revenues for the years ended December 31, 2015, 2014 and 2013, respectively. One customer accounted for 10% or more of our sales during 2015. No customer accounted for 10% or more of our sales during 2014 or 2013. No customer accounted for 5% or more of our accounts receivable balance at December 31, 2015 or 2014. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate fair value because of the short-term maturity of the items. The carrying amount of the Company's revolving line of credit, and other payables, approximate their fair values either due to their short term nature, the variable rates associated with the debt or based on current rates offered to the Company for debt with similar characteristics. Inventories Inventories are valued at the lower of cost or market using the first-in, first-out (“FIFO”) method. Cost in inventory includes purchased parts and materials, direct labor and applied manufacturing overhead. We establish an allowance for excess and obsolete inventories based on product line changes, the feasibility of substituting parts and the need for supply and replacement parts. 28 Property, Plant and Equipment Property, plant and equipment, including significant improvements, are recorded at cost, net of accumulated depreciation. Repairs and maintenance and any gains or losses on disposition are included in operations. Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings Machinery and equipment Furniture and fixtures Impairment of Long-Lived Assets 3-40 years 3-15 years 3-7 years We review long-lived assets for possible impairment when events or changes in circumstances indicate, in management’s judgment, that the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset or asset group to its estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the undiscounted cash flows are less than the carrying amount of the asset or asset group, an impairment loss is recognized for the amount by which the carrying amount of the asset or asset group exceeds its fair value. Research and Development The costs associated with research and development for the purpose of developing and improving new products are expensed as incurred. For the years ended December 31, 2015, 2014, and 2013 research and development costs amounted to approximately $7.5 million, $6.3 million, and $5.2 million, respectively. Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2015, 2014, and 2013 was approximately $1.2 million, $1.0 million, and $0.9 million, respectively. Shipping and Handling We incur shipping and handling costs in the distribution of products sold that are recorded in cost of sales. Shipping charges that are billed to the customer are recorded in revenues and as an expense in cost of sales. For the years ended December 31, 2015, 2014 and 2013 shipping and handling fees amounted to approximately $9.6 million, $8.5 million, and $7.9 million, respectively. Income Taxes Income taxes are accounted for under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. We establish accruals for unrecognized tax positions when it is more likely than not that our tax return positions may not be fully sustained. The Company records a valuation allowance for deferred tax assets when, in the opinion of management, it is more likely than not that deferred tax assets will not be realized. Share-Based Compensation The Company recognizes expense for its share-based compensation based on the fair value of the awards that are granted. The Company’s share-based compensation plans provide for the granting of stock options and restricted stock. The fair values of stock options are estimated at the date of grant using the Black-Scholes-Merton option valuation model. The use of the Black-Scholes-Merton option valuation model requires the input of subjective assumptions. Measured compensation cost, net of estimated forfeitures, is recognized ratably over the vesting period of the related share-based compensation award. Forfeitures are estimated based on the Company's historical experience. The fair value of restricted stock awards is determined based on the market value of the Company’s shares on the grant date and the compensation expense is recognized on a straight-line basis during the service period of the respective grant. 29 Derivative Instruments In the course of normal operations, the Company occasionally enters into contracts such as forward priced physical contracts for the purchase of raw materials that qualify for and are designated as normal purchase or normal sale contracts. Such contracts are exempted from the fair value accounting requirements and are accounted for at the time product is purchased or sold under the related contract. The Company does not engage in speculative transactions, nor does the Company hold or issue financial instruments for trading purposes. Revenue Recognition We recognize revenues from sales of products when title and risk of ownership pass to the customer. Final sales prices are fixed and based on purchase orders. Sales allowances and customer incentives are treated as reductions to sales and are provided for based on historical experiences and current estimates. Sales of our products are moderately seasonal with the peak period being July - November of each year. In addition, the Company presents revenues net of sales tax and net of certain payments to our independent manufacturer representatives (“Representatives”). Representatives are national companies that are in the business of providing HVAC units and other related products and services to customers. The end user customer orders a bundled group of products and services from the Representative and expects the Representative to fulfill the order. Only after the specifications are agreed to by the Representative and the customer, and the decision is made to use an AAON HVAC unit, will we receive notice of the order. We establish the amount we must receive for our HVAC unit (“minimum sales price”), but do not control the total order price which is negotiated by the Representative with the end user customer. We are responsible for billings and collections resulting from all sales transactions, including those initiated by our Representatives. The Representatives submit the total order price to us for invoicing and collection. The total order price includes our minimum sales price and could contain an additional amount which may include both the Representatives’ fee and amounts due for additional products and services required by the customer. These additional products and services may include controls purchased from another manufacturer to operate the unit, start-up services, and curbs for supporting the unit (“Third Party Products”). All are associated with the purchase of a HVAC unit but may be provided by the Representative or another third party. The Company is under no obligation related to Third Party Products. The Representatives’ fee and Third Party Products amounts (“Due to Representatives”) are paid only after all amounts associated with the order are collected from the customer. The Due to Representatives amount is paid only after all amounts associated with the order are collected from the customer. The amount of payments to our representatives was $55.4 million, $59.7 million, and $63.0 million for each of the years ended December 31, 2015, 2014, and 2013, respectively. The Company also sells extended warranties on parts for various lengths of time ranging from six months to 10 years. Revenue for these separately priced warranties is deferred and recognized on a straight-line basis over the separately priced warranty period. Insurance Reserves Under the Company’s insurance programs, coverage is obtained for significant liability limits as well as those risks required to be insured by law or contract. It is the policy of the Company to self-insure a portion of certain expected losses related primarily to workers’ compensation and medical liability. Provisions for losses expected under these programs are recorded based on the Company’s estimates of the aggregate liabilities for the claims incurred. Product Warranties A provision is made for the estimated cost of maintaining product warranties to customers at the time the product is sold based upon historical claims experience by product line. The Company records a liability and an expense for estimated future warranty claims based upon historical experience and management's estimate of the level of future claims. Changes in the estimated amounts recognized in prior years are recorded as an adjustment to the liability and expense in the current year. 30 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because these estimates and assumptions require significant judgment, actual results could differ from those estimates and could have a significant impact on our results of operations, financial position and cash flows. We reevaluate our estimates and assumptions as needed, but at a minimum on a quarterly basis. The most significant estimates include, but are not limited to, the allowance for doubtful accounts, inventory reserves, warranty accrual, workers compensation accrual, medical insurance accrual, share-based compensation and income taxes. Actual results could differ materially from those estimates. 3. Accounts Receivable Accounts receivable and the related allowance for doubtful accounts are as follows: Accounts receivable Less: Allowance for doubtful accounts Total, net Allowance for doubtful accounts: Balance, beginning of period Provisions for losses on accounts receivables, net of adjustments Accounts receivable written off, net of recoveries Balance, end of period $ $ 4. Inventories December 31, 2015 2014 (in thousands) $ $ 50,139 (115) 50,024 $ $ 44,263 (171) 44,092 Years Ending December 31, 2015 2014 (in thousands) 2013 171 $ 193 $ (48) (8) 115 $ — (22) 171 $ 52 141 — 193 The components of inventories and the related changes in the allowance for excess and obsolete inventories are as follows: December 31, 2015 2014 (in thousands) $ 33,853 $ 34,153 2,522 2,881 39,256 (757) 38,499 $ 2,262 1,917 38,332 (714) 37,618 $ Raw materials Work in process Finished goods Less: Allowance for excess and obsolete inventories Total, net 31 Allowance for excess and obsolete inventories: Balance, beginning of period Provisions for excess and obsolete inventories Inventories written off Balance, end of period 5. Note Receivable $ $ Years Ending December 31, 2015 2014 (in thousands) 2013 714 $ 178 (135) 757 $ 579 135 — $ 714 $ 363 243 (27) 579 In connection with the closure of our Canadian facility on May 18, 2009, we sold land and a building in September 2010 and assumed a note receivable from the borrower secured by the property. The $1.1 million, 15 year note has an interest rate of 4.0% and is payable to us monthly, and has a $0.6 million balloon payment due in October 2025. Interest payments are recognized in interest income. We evaluate the note for impairment on a quarterly basis. We determine the note receivable to be impaired if we are uncertain of its collectability based on the contractual terms. At December 31, 2015 and 2014, there was no impairment. 6. Supplemental Cash Flow Information Supplemental disclosures: Interest paid Income taxes paid, net Non-cash investing and financing activities: Non-cash capital expenditures Trade-in of equipment 7. Warranties Years Ending December 31, 2015 2014 (in thousands) 2013 $ — $ — $ 24,125 26,456 83 — (79) — 1 19,884 71 315 The Company has warranties with various terms from 18 months for parts to 25 years for certain heat exchangers. The Company has an obligation to replace parts or service its products if conditions under the warranty are met. A provision is made for estimated warranty costs at the time the related products are sold based upon the warranty period, historical trends, new products and any known identifiable warranty issues. Changes in the warranty accrual are as follows: Warranty accrual: Balance, beginning of period Payments made Provisions Adjustments related to changes in estimates Balance, end of period Warranty expense: Years Ending December 31, 2015 2014 (in thousands) 2013 $ $ $ 8,130 (3,978) 4,317 — 8,469 4,317 $ $ $ 7,352 (4,096) 4,874 — 8,130 4,874 $ $ $ 5,776 (4,448) 6,005 19 7,352 6,024 32 8. Accrued Liabilities At December 31, accrued liabilities were comprised of the following: December 31, 2015 2014 Warranty Due to representatives Payroll 401(k) Contributions Profit sharing Workers' compensation Medical self-insurance Customer prepayments Donations Employee benefits and other Total 9. Revolving Credit Facility $ $ $ (in thousands) 8,469 10,597 3,954 3,054 2,220 366 676 2,895 600 4,404 37,235 $ 8,130 10,188 3,153 104 2,016 535 532 1,639 1,600 3,446 31,343 Our revolving credit facility provides for maximum borrowings of $30.0 million which is provided by BOKF, NA dba Bank of Oklahoma, formerly known as Bank of Oklahoma, N.A. ("Bank of Oklahoma"). Under the line of credit, there was one standby letter of credit totaling $0.8 million as of December 31, 2015. Borrowings available under the revolving credit facility at December 31, 2015, were $29.2 million. Interest on borrowings is payable monthly at LIBOR plus 2.5%. No fees are associated with the unused portion of the committed amount. As of December 31, 2015 and 2014, we had no balance outstanding under our revolving credit facility. At December 31, 2015 and 2014, the weighted average interest rate was 2.6% and 2.7%, respectively. At December 31, 2015, we were in compliance with our financial covenants. These covenants require that we meet certain parameters related to our tangible net worth, total liabilities to tangible net worth ratio and working capital. At December 31, 2015 our tangible net worth was $178.9 million, which meets the requirement of being at or above $95.0 million. Our total liabilities to tangible net worth ratio was 0.3 to 1.0, which meets the requirement of not being above 2 to 1. Our working capital was $80.8 million which meets the requirement of being at or above $40.0 million. Effective July 25, 2014, the Company amended its revolving credit facility with the Bank of Oklahoma. The amendment extends the termination date of the revolving credit facility to July 27, 2016. 10. Income Taxes The provision (benefit) for income taxes consists of the following: Years Ending December 31, 2015 24,439 1,172 25,611 $ 2014 (in thousands) 26,199 $ (2,111) 24,088 2013 $ $ 20,341 (1,594) 18,747 Current Deferred $ $ 33 The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate before the provision for income taxes. The reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: Federal statutory rate State income taxes, net of federal benefit Domestic manufacturing deduction Other Other primarily relates to certain domestic credits. Years Ending December 31, 2015 2014 2013 35 % 5 % (3)% (1)% 36 % 35 % 5 % (4)% (1)% 35 % 35 % 4 % (4)% (2)% 33 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2015 2014 (in thousands) Deferred income tax assets (liabilities): Accounts receivable and inventory reserves $ 351 $ Warranty accrual Other accruals Share-based compensation Donations Other, net Total deferred income tax assets Property & equipment Total deferred income tax liabilities Net deferred income tax liabilities 3,405 1,248 1,099 691 986 7,780 (16,486) (16,486) $ (8,706) $ $ $ 355 3,263 1,238 707 1,309 888 7,760 (15,294) (15,294) (7,534) In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Taxes, which requires presentation of deferred tax assets and liabilities as non-current in a classified balance sheet. The ASU becomes effective in the annual reporting period beginning after December 31, 2016, including interim reporting periods. Early adoption is allowed as of the beginning of any interim or annual reporting period. The standard permits the use of the retrospective or prospective transition method. We have early adopted the standard effective October 1, 2015, for the interim and annual reporting periods ending December 31, 2015 and have applied the retrospective transition method. The following table displays the prior period quantitative effects on the consolidated balance sheets: 34 December 31, 2014 As Reported As Restated Deferred tax assets Total current assets Total assets Deferred tax liabilities Total liabilities and stockholders' equity (in thousands) $ 6,143 $ 131,083 233,117 13,677 233,117 — 124,940 226,974 7,534 226,974 There are no prior period quantitative effects on the consolidated statements of income, stockholders' equity or cash flows. We file income tax returns in the U.S., state and foreign income tax returns jurisdictions. We are subject to U.S. examinations for tax years 2012 to present, and to non-U.S. income tax examinations for the tax years of 2011 to present. In addition, we are subject to state and local income tax examinations for the tax years 2011 to present. The Company continues to evaluate its need to file returns in various state jurisdictions. Any interest or penalties would be recognized as a component of income tax expense. On January 2, 2013 the ATRA was signed into law. Some of the provisions were retroactive to January 1, 2012, including the extension of certain tax credits. Had the ATRA had been enacted prior to January 1, 2013, our overall tax expense for 2013 would have been approximately $0.5 million higher. This was recorded as a reduction in expense in the first quarter of 2013. The Company also had a change in estimate related to the recoverability of certain 2012 tax credits that was recorded in the first quarter of 2013 for approximately $0.6 million. This change in estimate was the result of additional and better information. Had the ATRA impact and the change in estimate been booked in 2012 instead of 2013, our overall effective tax rate would have been approximately 35.3% for the year ended December 31, 2013. 11. Share-Based Compensation We have historically maintained a stock option plan for key employees, directors and consultants (“the 1992 Plan”). The 1992 Plan provided for 14.9 million shares to be issued under the plan in the form of stock options. Under the terms of the plan, the exercise price of shares granted may not be less than 85% of the fair market value at the date of the grant. Options granted to directors prior to May 25, 2004, vest one year from the date of grant and are exercisable for nine years thereafter. Options granted to directors on or after May 25, 2004, vest one-third each year, commencing one year after the date of grant. All other options granted vest at a rate of 20% per year, commencing one year after date of grant, and are exercisable during years 2-10. On May 22, 2007, our stockholders adopted a Long-Term Incentive Plan (“LTIP”) which provides an additional 3.3 million shares that can be granted in the form of stock options, stock appreciation rights, restricted stock awards, performance units and performance awards. Since inception of the Plan, non-qualified stock options and restricted stock awards have been granted with the same vesting schedule as the previous plan. Under the LTIP, the exercise price of shares granted may not be less than 100% of the fair market value at the date of the grant. The total pre-tax compensation cost related to unvested stock options not yet recognized as of December 31, 2015 is $2.4 million and is expected to be recognized over a weighted-average period of 2.05 years. 35 The following weighted average assumptions were used to determine the fair value of the stock options granted on the original grant date for expense recognition purposes for options granted during December 31, 2015, 2014 and 2013 using a Black Scholes-Merton Model: Director and Officers: Expected dividend yield Expected volatility Risk-free interest rate Expected life (in years) Employees: Expected dividend yield Expected volatility Risk-free interest rate Expected life (in years) 2015 2014 2013 $ $ 0.18 44.14% 1.97% 8 N/A $ N/A N/A N/A 0.22 $ 0.14 $ 42.71% 1.41% 8 44.85% 2.26% 8 0.08 47.08% 1.55% 7 0.08 45.92% 1.40% 8 The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of our stock over time periods equal to the expected life at grant date. The following is a summary of stock options vested and exercisable as of December 31, 2015: Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life Weighted Average Exercise Price Intrinsic Value (in thousands) $4.31 - 8.65 $8.70 - 22.76 $23.57 - 23.57 Total 421,237 27,134 — 448,371 4.89 7.82 0.00 5.07 $ $ 7.04 $ 15.31 — 7.54 $ 6,814 215 — 7,029 The following is a summary of stock options vested and exercisable as of December 31, 2014: Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life Weighted Average Exercise Price $3.21 - 6.89 $7.13 - 8.17 $8.65 - 21.14 Total 411,553 81,050 175,527 668,130 3.46 6.54 6.53 4.64 $ $ Intrinsic Value (in thousands) 5.16 7.27 8.76 6.36 $ $ 7,113 1,226 2,392 10,731 36 The following is a summary of stock options vested and exercisable as of December 31, 2013: Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life Weighted Average Exercise Price $3.21 - 6.89 $7.13 - 8.17 $8.65 - 9.34 Total 422,003 63,225 97,887 583,115 4.09 7.45 8.38 5.17 $ $ A summary of option activity under the plan is as follows: Options Outstanding at December 31, 2014 Granted Exercised Forfeited or Expired Outstanding at December 31, 2015 Exercisable at December 31, 2015 Intrinsic Value (in thousands) 4.85 7.24 8.65 5.75 $ $ 6,941 889 1,238 9,068 Weighted Average Exercise Price 8.16 22.79 6.42 14.02 13.38 7.54 Shares 1,233,911 $ 363,895 (435,562) (31,334) 1,130,910 448,371 $ $ The total intrinsic value of options exercised during December 31, 2015, 2014 and 2013 was $7.4 million, $2.8 million and $2.7 million, respectively. The cash received from options exercised during December 31, 2015, 2014 and 2013 was $2.8 million, $1.3 million and $1.5 million, respectively. The impact of these cash receipts is included in financing activities in the accompanying Consolidated Statements of Cash Flows. Since 2007, as part of the LTIP, the Compensation Committee of the Board of Directors has authorized and issued restricted stock awards to directors and key employees. Restricted stock awards granted to directors vest one-third each year. All other restricted stock awards vest at a rate of 20% per year. The fair value of restricted stock awards is based on the fair market value of AAON common stock on the respective grant dates, reduced for the present value of dividends. These awards are recorded at their fair value on the date of grant and compensation cost is recorded using straight-line vesting over the service period. At December 31, 2015, unrecognized compensation cost related to unvested restricted stock awards was approximately $4.7 million which is expected to be recognized over a weighted average period of 1.99 years. 37 A summary of the unvested restricted stock awards is as follows: Restricted stock Unvested at December 31, 2014 Granted Vested Forfeited Unvested at December 31, 2015 Weighted Average Grant date Fair Value 16.76 22.22 15.61 18.46 18.78 Shares 414,846 134,346 (115,885) (23,284) 410,023 $ $ A summary of share-based compensation is as follows for the years ending December 31, 2015, 2014 and 2013: Grant date fair value of awards during the period: Options Restricted stock Total Share-based compensation expense: Options Restricted stock Total Income tax benefit related to share-based compensation: Options Restricted stock Total 12. Employee Benefits 2015 2014 (in thousands) 2013 3,685 2,985 6,670 $ $ 817 5,024 5,841 2015 2014 (in thousands) 833 2,058 2,891 $ $ 898 1,280 2,178 2015 2,165 280 2,445 2014 (in thousands) 979 $ 260 1,239 $ $ $ $ $ $ $ 841 2,306 3,147 2013 1,170 593 1,763 2013 715 128 843 $ $ $ $ $ $ Defined Contribution Plan - 401(k) - We sponsor a defined contribution plan (“the Plan”). Eligible employees may make contributions in accordance with the Plan and IRS guidelines. In addition to the traditional 401(k), eligible employees are given the option of making an after-tax contribution to a Roth 401(k) or a combination of both. The Plan provides for automatic enrollment and for an automatic increase to the deferral percentage at January 1st of each year and each year thereafter. Eligible employees are automatically enrolled in the Plan at a 6% deferral rate and currently contributing employees deferral rates will be increased to 6% unless their current rate is above 6% or the employee elects to decline the automatic enrollment or increase. Under the Plan, through September 30, 2013, the Company contributed a specified percentage of each eligible employee’s compensation. In addition, the Company contributed 1.5% of eligible payroll to the Plan each year. Effective October 1, 2013, the Plan was amended such that the Company contributes 3% of eligible payroll to the Plan for each employee and matches 100% up to 6% of employee contributions of eligible compensation. We contribute in the form of cash and direct the investment to shares of AAON stock. Employees are 100% vested in salary deferral contributions and vest 20% per year at the end of years two through six of employment in employer matching contributions. The additional 3% Company contribution, a Safe-Harbor contribution, vests over two years. 38 Effective January 1, 2016, the Plan has been amended such that the Company will match 175% up to 6% of employee contributions of eligible compensation. The Company will no longer contribute 3% of eligible payroll to the Plan for each employee. The Company will cease paying administrative expenses for the Plan at which time administrative expenses will be paid for by Plan participants. Additionally, Plan participant forfeitures will be used to reduce the cost of the Company contributions. For the years ended December 31, 2015, 2014 and 2013 we made contributions of $9.0 million, $6.8 million and $3.0 million, respectively. Administrative expenses were approximately $0.1 million, $0.2 million, and $0.2 million for the years ended 2015, 2014 and 2013, respectively. Profit Sharing Bonus Plan - We maintain a discretionary profit sharing bonus plan under which approximately 10% of pre-tax profit is paid to eligible employees on a quarterly basis in order to reward employee productivity. Eligible employees are regular full-time employees who are actively employed and working on the first and last days of the calendar quarter and who were employed full-time for at least three full months prior to the beginning of the calendar quarter. Profit sharing expense was $8.0 million, $7.8 million and $6.4 million for the years ended December 31, 2015, 2014 and 2013, respectively. 13. Stockholders’ Equity Stock Repurchase - On May 17, 2010, the Board authorized a stock buyback program, targeting repurchases of up to approximately 5% (approximately 2.9 million shares) of our outstanding stock from time to time in open market transactions. In May 2015, the Board authorized repurchases up to an additional 2.75 million shares, or a total of approximately 5.7 million shares. In October 2015, the Board authorized $25.0 million for use under the Company's stock buyback program. Since the inception of the program, we repurchased a total of approximately 3.7 million shares for an aggregate price of $56.5 million, or an average price of $15.40 per share. We purchased the shares at current market prices. We repurchased 1.0 million shares in each of the years ended December 31, 2015 and 2014. On July 1, 2005, we entered into a stock repurchase arrangement by which employee-participants in our 401(k) savings and investment plan are entitled to have shares of AAON stock in their accounts sold to us to provide diversification of their investments. The maximum number of shares to be repurchased is contingent upon the number of shares sold by employees. Through December 31, 2015, we repurchased approximately 5.5 million shares for an aggregate price of $50.9 million, or an average price of $9.18 per share. We purchased the shares at current market prices. Periodically, the Company repurchases shares of AAON, Inc. stock from certain of its directors and employees. The number of shares to be repurchased is contingent upon Board approval. Through December 31, 2015, we repurchased approximately 1.8 million shares for an aggregate price of $14.8 million, or an average price of $8.05 per share. We purchased the shares at current market prices. Dividends - At the discretion of the Board of Directors we pay semi-annual cash dividends. Board approval is required to determine the date of declaration and amount for each semi-annual dividend payment. On May 21, 2013, the Board of Directors declared a three-for-two stock split of the Company's common stock to be paid in the form of a stock dividend on July 2, 2013. Stockholders of record at the close of business on June 13, 2013 received one additional share for every two shares they held as of that date. In addition, on May 21, 2013, the Board of Directors approved a semi-annual cash dividend of $0.06 per share, post split, to the holders of our outstanding Common Stock as of the close of business on June 13, 2013, the record date. Those dividends were paid on July 2, 2013. At a meeting of the Board of Directors on November 6, 2013, the Board declared a regular semi-annual cash dividend of $0.07 per share. The dividends were payable to shareholders of record at the close of business on December 2, 2013, the record date, and were paid on December 23, 2013. On May 2, 2014, we declared a regular semi-annual cash dividend of $0.09 per share, to stockholders of record at the close of business on June 12, 2014, the record date. Those dividends were paid on July 1, 2014. On June 5, 2014, we declared a three-for-two stock split of the Company's common stock to be paid in the form of a stock dividend on July 16, 2014. Stockholders of record at the close of business on June 27, 2014 received one additional share for every two shares they held as of that date. 39 At a meeting of the Board of Directors on November 4, 2014, the Board declared a regular semi-annual cash dividend of $0.09 per share. The dividends were payable to shareholders of record at the close of business on December 2, 2014, the record date, and were paid on December 23, 2014. On May 19, 2015, the Board of Directors declared a regular semi-annual cash dividend of $0.11 per share, to stockholders of record at the close of business on June 12, 2015, the record date. The dividends were paid on July 1, 2015. On October 29, 2015, the Board of Directors declared a regular semi-annual cash dividend of $0.11 per share, to stockholders of record at the close of business on December 2, 2015, the record date. The dividends were paid on December 23, 2015. We paid cash dividends of $11.9 million, $9.7 million and $7.4 million in 2015, 2014 and 2013, respectively. 14. Commitments and Contingencies We are subject to various claims and legal actions that arise in the ordinary course of business. We closely monitor these claims and legal actions and frequently consult with our legal counsel to determine whether they may, when resolved, have a material adverse effect on our financial position, results of operations or cash flows and we accrue and/or disclose loss contingencies as appropriate. We have concluded that the likelihood is remote that the ultimate resolution of any pending litigation or claims will be material or have a material adverse effect on the Company's business, financial position, results of operations or cash flows. We are occasionally party to short-term, cancellable and occasionally non-cancellable, fixed price contracts with major suppliers for the purchase of raw material and component parts. We expect to receive delivery of raw materials for use in our manufacturing operations. These contracts are not accounted for as derivative instruments because they meet the normal purchase and normal sales exemption. At December 31, 2013, we had one material contractual purchase agreement for approximately $1.4 million that expired in December 2014. 15. New Accounting Pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates ("ASUs") to the FASB's Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements and notes thereto. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, with the issuance of ASU 2015-14, the FASB amended the effective date for us to January 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. We do not expect ASU 2014-09 will have a material effect on our consolidated financial statements and notes thereto. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Taxes, which requires presentation of deferred tax assets and liabilities as non-current in a classified balance sheet. We have early adopted the standard effective October 1, 2015, for the interim and annual reporting periods ending December 31, 2015 and have applied the retrospective transition method. Additional information regarding our adoption is contained in Note 10 to the Consolidated Financial Statements. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which will address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The ASU becomes effective in the annual reporting period beginning after December 31, 2017, including interim reporting periods. We do not expect ASU 2016-01 will have a material effect on our consolidated financial statements and notes thereto. 40 16. Earnings Per Share Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share assumes the conversion of all potentially dilutive securities and is calculated by dividing net income by the sum of the weighted average number of shares of common stock outstanding plus all potentially dilutive securities. Dilutive common shares consist primarily of stock options and restricted stock awards. The following table sets forth the computation of basic and diluted earnings per share: Numerator: Net income Denominator: 2015 2014 (in thousands, except share and per share data) 37,547 $ 45,728 44,158 2013 $ $ Basic weighted average shares Effect of dilutive stock options and restricted stock Diluted weighted average shares 54,045,841 435,643 54,481,484 54,809,319 559,697 55,369,016 55,119,150 468,231 55,587,381 Earnings per share: Basic Dilutive Anti-dilutive shares: Shares 17. Quarterly Results (Unaudited) $ $ 0.85 0.84 $ $ 0.81 0.80 $ $ 0.68 0.68 146,548 32,436 206,264 The following is a summary of the quarterly results of operations for the years ending December 31, 2015 and 2014: 2015 Net sales Gross profit Net income Earnings per share: Basic Diluted 2014 Net sales Gross profit Net income Earnings per share: Basic Diluted Quarter First Second Third Fourth (in thousands, except per share data) $ $ $ $ $ $ 76,768 $ 90,275 $ 94,360 $ 21,798 8,399 0.16 0.15 76,367 21,846 9,822 0.18 0.17 $ $ $ $ $ 27,117 11,130 0.21 0.20 92,310 27,876 11,363 0.21 0.20 $ $ $ $ $ 30,185 13,251 0.24 0.24 102,917 33,350 12,440 0.23 0.22 $ $ $ $ $ 97,229 29,581 12,948 0.24 0.24 84,728 25,191 10,533 0.19 0.19 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not Applicable. 41 Item 9A. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures At the end of the period covered by this Annual Report on Form 10-K, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer believe that: • Our disclosure controls and procedures are designed at a reasonable assurance threshold to ensure that information required to be disclosed by us in the reports we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and • Our disclosure controls and procedures operate at a reasonable assurance threshold such that important information flows to appropriate collection and disclosure points in a timely manner and are effective to ensure that such information is accumulated and communicated to our management, and made known to our Chief Executive Officer and Chief Financial Officer, particularly during the period when this Annual Report was prepared, as appropriate to allow timely decisions regarding the required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures and concluded that these controls and procedures were effective as of December 31, 2015. (b) Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Our internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In making our assessment of internal control over financial reporting, management has used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in the 2013 Internal Control— Integrated Framework. Based on our assessment, we believe that, as of December 31, 2015, our internal control over financial reporting is effective at the reasonable assurance level based on those criteria. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 has been audited by Grant Thornton LLP, our independent registered public accounting firm, as stated in their report which is included in this Item 9A of this report on Form 10-K. (c) Changes in Internal Control over Financial Reporting There have been no changes in internal control over financial reporting that occurred during the fourth quarter of 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 42 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders AAON, Inc. We have audited the internal control over financial reporting of AAON, Inc. (a Nevada corporation) and subsidiaries (the “Company”) as of December 31, 2015, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in the 2013 Internal Control - Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended December 31, 2015, and our report dated February 25, 2016, expressed an unqualified opinion on those financial statements. /s/ GRANT THORNTON LLP Tulsa, Oklahoma February 25, 2016 43 Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the information contained in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our annual meeting of shareholders scheduled to be held on May 24, 2016. Code of Ethics We adopted a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions, as well as other employees and directors. Our code of ethics can be found on our website at www.aaon.com. We will also provide any person without charge, upon request, a copy of such code of ethics. Requests may be directed to AAON, Inc., 2425 South Yukon Avenue, Tulsa, Oklahoma 74107, attention Scott M. Asbjornson, or by calling (918) 382-6204. Item 11. Executive Compensation. The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K is incorporated by reference to the information contained in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our annual meeting of shareholders scheduled to be held on May 24, 2016. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by Item 403 and Item 201(d) of Regulation S-K is incorporated by reference to the information contained in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our annual meeting of stockholders scheduled to be held May 24, 2016. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required to be reported pursuant to Item 404 of Regulation S-K and paragraph (a) of Item 407 of Regulation S-K is incorporated by reference in our definitive proxy statement relating to our annual meeting of shareholders scheduled to be held May 24, 2016. Our Code of Conduct guides the Board of Directors in its actions and deliberations with respect to related party transactions. Under the Code, conflicts of interest, including any involving the directors or any Named Officers, are prohibited except under any guidelines approved by the Board of Directors. Only the Board of Directors may waive a provision of the Code of Conduct for a director or a Named Officer, and only then in compliance with all applicable laws, rules and regulations. We have not entered into any new material related party transactions and have no preexisting material related party transactions in 2015, 2014 or 2013. Item 14. Principal Accountant Fees and Services. This information is incorporated by reference in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our annual meeting of stockholders scheduled to be held May 24, 2016. 44 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Financial statements. (1) (2) (3) The consolidated financial statements and the report of independent registered public accounting firm are included in Item 8 of this Form 10-K. The consolidated financial statements other than those listed at item (a)(1) above have been omitted because they are not required under the related instructions or are not applicable. The exhibits listed at item (b) below are filed as part of, or incorporated by reference into, this Form 10-K. (b) Exhibits: (3) (A) (B) Amended and Restated Articles of Incorporation (ii) Bylaws (i) (B-1) Amendments of Bylaws (iii) (4) (A) Third Restated Revolving Credit and Term Loan Agreement and related documents (iv) (A-1) Amendment Ten to Third Restated Revolving Credit Loan Agreement (v) (B) Rights Agreement dated February 19, 1999, as amended (vi) AAON, Inc. 1992 Stock Option Plan, as amended (vii) AAON, Inc. 2007 Long-Term Incentive Plan, as amended (viii) List of Subsidiaries (ix) Consent of Grant Thornton LLP Certification of CEO Certification of CFO Section 1350 Certification – CEO Section 1350 Certification – CFO (10.1) (10.2) (21) (23) (31.1) (31.2) (32.1) (32.2) (101) (INS) XBRL Instance Document (101) (SCH) XBRL Taxonomy Extension Schema Document (101) (CAL) XBRL Taxonomy Extension Calculation Linkbase Document (101) (DEF) XBRL Taxonomy Extension Definition Linkbase Document (101) (LAB) XBRL Taxonomy Extension Label Linkbase Document (101) (PRE) XBRL Taxonomy Extension Presentation Linkbase Document (i) (ii) (iii) (iv) (v) (vi) Incorporated herein by reference to the exhibits to our Form S-18 Registration Statement No. 33-18336-LA. Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Incorporated herein by reference to our Forms 8-K dated March 10, 1997, May 27, 1998 and February 25, 1999, or exhibits thereto. Incorporated herein by reference to exhibit to our Form 8-K dated July 30, 2004. Incorporated herein by reference to exhibit to our Form 8-K dated July 25, 2014. Incorporated by reference to exhibits to our Forms 8-K dated February 25, 1999, and August 20, 2002, and Form 8-A Registration Statement No. 000-18953, as amended. 45 (vii) (viii) (ix) Incorporated by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 1991, and to our Form S-8 Registration Statement No. 333-52824. Incorporated herein by reference to our Form S-8 Registration Statement No. 333-151915, Form S-8 Registration Statement No. 333-207737, and to our Form 8-K dated May 21, 2014. Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004. 46 Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. SIGNATURES AAON, INC. Dated: February 25, 2016 By: /s/ Norman H. Asbjornson Norman H. Asbjornson, President Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Dated: February 25, 2016 Dated: February 25, 2016 Dated: February 25, 2016 Dated: February 25, 2016 Dated: February 25, 2016 Dated: February 25, 2016 Dated: February 25, 2016 Dated: February 25, 2016 Dated: February 25, 2016 /s/ Norman H. Asbjornson Norman H. Asbjornson President and Director (principal executive officer) /s/ Scott M. Asbjornson Scott M. Asbjornson Chief Financial Officer (principal financial officer) /s/ Rebecca A. Thompson Rebecca A. Thompson Chief Accounting Officer (principal accounting officer) /s/ Gary D. Fields Gary D. Fields Director /s/ Jack E. Short Jack E. Short Director /s/ Paul K. Lackey, Jr. Paul K. Lackey, Jr. Director /s/ A.H. McElroy II A.H. McElroy II Director /s/ Jerry R. Levine Jerry R. Levine Director /s/ Luke A. Bomer Luke A. Bomer Secretary 47 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated February 25, 2016, with respect to the consolidated financial statements and internal control over financial reporting in the Annual Report of AAON, Inc. on Form 10-K for the year ended December 31, 2015. We consent to the incorporation by reference of said reports in the Registration Statements of AAON, Inc. on Forms S-8 (File No. 333-52824, File No. 333-151915 and File No. 333-207737). Exhibit 23 /s/ GRANT THORNTON LLP Tulsa, Oklahoma February 25, 2016 48 Exhibit 31.1 I, Norman H. Asbjornson, certify that: CERTIFICATION 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of AAON, Inc. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) b) c) d) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including our consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a) b) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Dated: February 25, 2016 /s/ Norman H. Asbjornson Norman H. Asbjornson Chief Executive Officer 49 Exhibit 31.2 I, Scott M. Asbjornson, certify that: CERTIFICATION 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of AAON, Inc. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) b) c) d) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including our consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a) b) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Dated: February 25, 2016 /s/ Scott M. Asbjornson Scott M. Asbjornson Chief Financial Officer 50 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of AAON, Inc. (the “Company”), on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Norman H. Asbjornson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and our results of operations. Dated: February 25, 2016 /s/ Norman H. Asbjornson Norman H. Asbjornson Chief Executive Officer 51 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of AAON, Inc. (the “Company”), on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott M. Asbjornson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and our results of operations. Dated: February 25, 2016 /s/ Scott M. Asbjornson Scott M. Asbjornson Chief Financial Officer 52 COMPANY OFFICERS NORMAN H. ASBJORNSON has served as President, CEO and a director of the Company since 1988. Mr. Asbjornson has been in senior management positions in the heating and air conditioning industry for over 40 years. the Company ROBERT G. FERGUS has served as Vice President, Manufacturing, since 1989. of Mr. Fergus also serves as Vice President, Manufacturing, of AAON, Inc. Mr. Fergus has been in senior management positions in the heating and air conditioning industry for over 40 years. previously REBECCA A. THOMPSON has served as Chief Accounting Officer of the Company since 2012. Ms. Thompson served as a Senior Manager at Grant Thornton, LLP where she had 11 years of experience in the assurance division. Ms. Thompson licensed certified public is a accountant. Transfer Agent and Registrar Progressive Transfer Company, 1981 East Murray-Holladay Road, Suite 200, Salt Lake City, Utah 84117 Auditors Grant Thornton LLP, 2431 East 61st Street, Suite 500, Tulsa, Oklahoma 74136 General Counsel Johnson & Jones, 2200 Bank of America Center, 15 West Sixth Street, Tulsa, Oklahoma 74119 Investor Relations Jerry Levine, 105 Creek Side Road, Mt. Kisco, New York 10549, Ph: 914-244-0292, Fax: 914-244-0295, jrladvisor@yahoo.com KATHY I. SHEFFIELD has served as Senior Vice President, Administration, of the Company since 2012, Treasurer of the Company since 1999, and Vice President of the Company from 2002 to 2012. Ms. Sheffield has been in leadership positions with the Company for over 25 years. Ms. Sheffield also serves as Senior Vice President, Administration, and Treasurer of AAON, Inc. and as Treasurer of AAON Coil Products, Inc. SCOTT M. ASBJORNSON has served as Vice President, Finance, and CFO of the Company since 2012. Mr. Scott Asbjornson joined the Company in 1990 and is the son of the Company’s President and CEO, Norman H. Asbjornson. Mr. Scott Asbjornson has held various leadership positions with and AAON Coil Products, Inc., including Vice President (2007-2010) and President (2010-2012) of AAON Coil Products, Inc. He also serves as Vice President, Finance, and CFO of AAON, Inc. the Company SAMUEL J. NEALE has served as Vice President of the Company since 2015. Mr. Neale has served as President of AAON Coil Products Inc. since 2012. leadership Mr. Neale has been positions the heating and air in conditioning industry for over 15 years. Mr. Neale is a professionally licensed mechanical engineer. in (cid:2)(cid:3)(cid:4)(cid:5)(cid:6)(cid:7)(cid:8)(cid:9)(cid:4)(cid:10)(cid:11)(cid:12)(cid:5)(cid:4)(cid:13) 2425 South Yukon Avenue, Tulsa, Oklahoma 74107 Common Stock NASDAQ-AAON BOARD OF DIRECTORS NORMAN H. ASBJORNSON President/CEO JACK E. SHORT was elected to he Board in July 2004 and is the Chairman of the Audit Committee. Mr. Short was employed by PriceWaterhouseCoopers for 29 years and retired as the managing partner of the Oklahoma practice in 2001. A.H. MCELROY, II was elected as a director of the Company in 2007 and is Chairman of our Compensation Committee. From 1997 to present, Mr. McElroy has served as President and CEO of McElroy Manufacturing, Inc., a manufacturer of fusion equipment and fintube machines. JERRY R. LEVINE has served as a director of the Company since 2008. Since 1999, Mr. Levine has provided investor and shareholder relations services and advice to the Company. GARY D. FIELDS was elected as a director of AAON in 2015. Mr. Fields has been involved in the HVAC industry for more than 35 years. From 1983 to 2012, he was an HVAC equipment sales representative at and, from 2002 to 2012, a member of the ownership group of Texas AirSystems, the largest independent HVAC equipment and solutions provider in the state of Texas. Mr. Fields is currently an owner and President of GKR Partners LTD, an HVAC business development consulting firm, which has provided business development advice and consultation to the Company and its sales representatives since 2013. PAUL K. LACKEY, JR. was elected as a director of the Company in 2007 and is Chairman of our Governance Committee. Between April 2002 and October 2005 Mr. Lackey served as CEO and President of The NORDAM Group, a privately held aerospace company. Between October 2005 and December 2008 Mr. Lackey served as the Chairman and CEO of The NORDAM Group. Between January 2009 and December 2011 Mr. Lackey served as the Executive Chairman of the Board of The NORDAM Group. Since January 2012 Mr. Lackey has served as the Chairman of the Board of The NORDAM Group. company. ABRAHM ABINGTON MA ACOSTA DE AGUAYO ANDRES ACOSTA-LUJAN ENRIQUETA ADAME DERRICK ADAMS GARY ADAMS JASON ADAMS RYAN ADAMS MARIA AGUAYO JUSTIN AGUERO NADER AL-HASHMI DANIEL ALAGDON JAVIER ALBA JULIO ALBINO JAMES ALEXANDER MARQUIS ALEXANDER SHANNON ALFORD PAUL ALLEGREZZA DONALD ALLEN MICHAEL AMBURGEY SARAH ANDERSEN DANIEL ANDERSON QUINCY ANDERSON WESLEY ANSELME PATRICK ANTHONY IVONNE ARAGON CLYDE ARCHER JESUS ARELLANES RAMIREZ JUAN ARELLANO JOSE ARGUMEDO RUIZ VINCENT ARGYLE TOM ARMBRUSTER THOMAS ARMER, JR. BRODERICK ARMSTRONG EARLENE ARMSTRONG MARIA ARREDONDO ROGELIO ARTEAGA NORMAN ASBJORNSON SCOTT ASBJORNSON DAVID L ASHLOCK DAVID R ASHLOCK GARY ASHMORE JOSEPH AVILA JA AWNG NAW AWNG ORLANDO AYALA AMANDA AYENSON NORA BACKUS* RICHARD BACKUS, III DWIGHT BAKER JOHN BALDWIN DENNIS BALTHAZAR CLAUDIA BANDA WILLIE BANKS MYERS, IV RUTH BARBA RAY BARBER GREGORY BARKER, JR. JUSTIN BARLETT JAMES BARNES, III DAVID BARNETT ROBERT BARNETT GARRETT BARNGROVER ANA BARRAGAN DE ALTENEH* TERESA BARRON SHERRY BATES* JAMES BAUGH STUART BAUGH AARON BEAVERS DANIEL BECK TIMOTHY BECK LIONEL BECKMAN ANGEL BELLO CABALLERO DOUGLAS BENEDICT TAYLEN BENNETT BONNIE BENSON CHRISTOPHER BENSON IDA BERMUDEZ SERGIO BESERRA DANIEL BIGBY COURTNEY BILDERBACK AMIE BISHOP VICKIE BLACK STEVEN BLACKBIRD ETHAN BLACKMAN BRIAN BLACKMON MARIA BLANCO FREDDIE BLEDSOE, JR. DAVID BLEVINS JUSTIN BLEVINS NICHOLAS BOBBITT CHRISTOPHER BOGUE LAM BOI LHING BOI JESSICA BOIH NUAM BOIH MICHAEL BONEY MARIO BONILLA MARROQUIN ROGER BORJA BARREIRO ROSENDO BOTELLO JOHN BOYD JUSTIN BOYD LaTOYA BOYD ROBERT BOYD BRIAN BRADFORD CHRISTOPHER BRANTLEY SHAHANI BRITT ALAN BROCK DUSTIN BROD ARLUNDA BROOKS WINSTON BROSEKE ALLEN BROWN DAVID BROWN TYBREON BROWN JOHNNY BROWN, JR. ROBERT BROWNING, JR. CHRISTOPHER BRYANT JASON BUNNELL SCOTT BURGESS JUSTIN BURKE TREVOR BURKE KELLI BURKES LATISHA BURKHALTER DOUGLAS BURNS MONICA BURNS THOMAS BURROW CLIFTON BURRUS PENNY BUSH WAYNE BUSH VERENICE BUSTOS TIMOTHY BUTCHER ANDRE BUTLER KONNOR BUXTON JANIBAL CABUDOY ALEJANDRO CADENA CLEVELAND CAGE, JR. STEVEN CAGLE MARGARITO CALDERON CECILE CALDWELL SANDRA CALDWELL JORGE CALIXTO EDWARD CALLOWAY LAZARO CAMA MARIA CAMACHO DAVID CAMPBELL JACOB CANTREL BILLY CARDER DREW CARDOZA JUSTIN CARDOZA LISA CARRIERO VICKIE CARRINGTON JEFFREY CARROLL TERENCE CARTER LARRY CARTER, JR.* CRISTOBAL CARVAJAL COLORADO BEATRIZ CASIANO HECTOR CAZARES CORNELIO CEJA GRIMALDO FRANCISCO J CERVANTES FRANCISCO CERVANTES JUSTO CHAGOYA GUADALUPE CHAIREZ-GALAN LARRY CHALK* PATRICK CHAPMAN ALEEX CHATKEHOODLE EDGAR CHAVEZ GREGORY CHAVEZ ZULLY CHAVEZ JOSE CHAVEZ PEREZ DANIEL CHERRY EDDIE CHOATES HONG CHUNG NGAI CIIN KHAM CIN NGO CIN PAUL CIN SUAN CIN THAWNG CIN TUAL CIN VUNGH CIN CING CING DIM K CING DIM L CING HAU CING HUNG CING LUN CING MAN L CING MAN CING NIANG L CING NIANG S CING NING CING SAN CING SIAN CING THANG S CING THANG Z CING VERONICA CING THERESA CING KOK JUSTIN CLAIBORNE GEORGE CLARK SAMUEL CLARK, JR. JUAN CLEMENTE VALLADARES STEPHANIE CLEVELAND WILLIAM CLEVELAND MARK COBB ADRIANA COBOS KENNETH COCHRAN TROY COCKRUM CHRISTINE COESTER MICHAEL COLE ROBERT COLE CHRISTI COLLINS RONALD COLLINS TIM COLLINSWORTH AARON COLUMBUS BOBBY CONDITT NICHOLAS CONGER DALE CONKWRIGHT ANASTASIA CONNER JUDE CONNOLLY* MARK COOK TIMOTHY COOK MICHAEL COOLIDGE SCOTT COON DONNA COONFIELD DEANGELO COOPER GREGORY COOPER JAMES COOPER ALVIS COPELAND MARIANA CORDOVA PABLO CORDOVA CORDOVA JEREMY CORNELIUS LUIS CORONA ROBERTO CORONA GENOVEVA CORONA DE RIVERA MIGUEL CORTEZ ROSA CORTEZ BILLY COX DIANA COX JERRY COX ADRIAN CRABTREE RICHARD CRAITE STEVEN CRASE JACOB CRAWFORD JACOB CRAYNE MIKEL CREWS DARRELL CRISTLER DARRELL CROW JACINTO CRUZ RODRIGUEZ ZACHARY CULLEY VICTORY CULLOM, II CHRIS CUMMINGS ROBERT CUMMINGS LIAN CUNGA KEVIN CYRUS ZAWNG DAI CING DAL GIN DAL GO DAL HAU DAL NENG DAL JOHN DANIELS JUSTIN DANIELS CLYDE DANIELS, JR. ROBERT DANIELS, II JENIFUR DAVIDSON ARTHUR DAVIS BYRON DAVIS CAMERON DAVIS CAROLYN DAVIS CATHY DAVIS DARRYL DAVIS JERRY DAVIS MARLEITTA DAVIS MATTHEW DAVIS PHILLIP DAVIS RICHARD DAVIS SAMUEL DAVIS TRAVIS DAVIS BILLY DAVIS, JR. DANIEL DE CASAS FRANCISCO DE LA OSALAS YOANA DE LA TORRE ALVARO DE LEON MENDOZA DANYALE DEARION NATHAN DECOCQ PONG DEE ISMAEL DELAPAZ DOREEN DELEO JUANA DELOBO ANDRES DELOS SANTOS RAQUEL DELUNA SHIIRA DEMERY DYLON DENNIS JOSEPH DENTON BRUCE DERR MATTHEW DESHAZER STEPHEN DESHAZER AUDENCIA DEVILLA ROY DEVILLE CHARLES DEWEESE ANTHONY DIAZ REINALDO DIAZ ELIZABETH DIAZ DE MORENO GREGORY DILLOW, JR. CIANG DIM HAU DIM THANG DIM JOHAN DINA ZAM DO RICKEY DODSON EDREYS DOMINGUEZ SOL DOMINGUEZ NEM DON CIN DONG MKSING DOPMUL NANG DOPMUL JUSTIN DOVER THOMAS DREADFULWATER SENECA DRENNAN CATHRYN DUBBS GOMORRHA DUNCAN LINDA DUNEC FERNANDO DURAN MIGUEL RALPH DURBIN RANDY DWIGGINS SETH DeCOUX WENDELL EASILEY JEFFREY EASTER SHEDRICA ELAM AUSTIN EMBRY MATTHEW EMERY-GIUFFRE MIRANDA EMSLEY TINISHA ENGLISH STEVEN ERVIN DWIGHT ESKEW* NORBERTO ESPARZA- TORRES LEONARDO ESPINOZA FLORES JASON ESTES JESUS ESTRADA-GONZALEZ ROXANA ESTRELLA SALDANA GILDA ETUMUDOR TYLER EVANS JOSHUA EVERETT CHAD EVERS ARACELY FAGLIE SHAWN FAIRLEY BLAKE FALUOTICO RICHARD FAUST AMY FEHNEL ROBERT FERGUS CATALINA FERNANDEZ DAVID FERRELL, II TINA FIELDS THOMAS FIERROS JESSE FIGUEROA CHRISTIAN FIGUEROA MAURAS STERLYN FINCH JESSICA FINKBINER BRUCE FISHER JOSEPH FISHER RICKEY FISHER ANTHONY FIZER ISAAC FLAHERTY COPOTENIA FLETCHER, JR. CAROLINA FLORES* EFIGENIA FLORES ELISA FLORES LAURA FLORES GABRIEL FLORES-BERNAL CHARLES FLOWERS, JR. RUBY FLOYD MARK FLY DILLON FORD SHEILA FORREST ALEX FOSTER CHRISTOPHER FOSTER FREDERICK FOSTER RAMON FOURSHEY JOSEPH FOWLER LORETTA FOWLKES LINDA FOX KENNETH FOYIL MICHAEL FRANCIS PHILLIP FRANK WARREN FRANKLIN REVONDA FRANKS BRENDA FREEMAN JOSE FREGOSO OLGA FRENCH ANGEL FRIAS BRANDON FRICK BARRY FRIEND ERIC FRIEND WADE FULLER JERRY GABLE RONY GADIWALLA CURTISS GAINES DELANO GALBREATH JOHN GALL ALEYDA GAONA DE MARTINEZ ANGEL GARCIA JOSE GARCIA ROGER GARCIA WUILSON GARCIA ALVARADO ISIDRO GARCIA ARRIAGA TERESITA GARCIA DIAZ NORMA GARIBAY VIVIANA GASPAR SERRANO MICHAEL GEETER JAMES GEORGE PETR GETMANENKO DOYLE GIBSON, JR. THOMAS GIN DEVELON GIPSON JOSE GOMEZ MARIA GOMEZ RAQUEL GOMEZ LUIS GOMEZ ACUNA MARIA GOMEZ MEDINA DANIEL GOMEZ-SIGALA IMELDA GONZALEZ MARISELA GONZALEZ RAUL GONZALEZ BARRY GOODSON BUENAVENTURA GRANADOS- RUBIOS MEKION GRANT MICHAEL GRAY BA GREAT DAVENTA GREGORY RONALD GRIMES DANIEL GROFF JACKIE GRUBB LUIS GUEVARA MARIA GUEVARA RODOLFO GUEVARA VICTOR GUEVARA LANDA CAROLINA GUILLEN RONALD GUINN KELLIE GURNEE GEORGINA GUZMAN CHAU HA KEVIN HAINES NGAM HAK MARCIA HALEY JOSHUA HALFPAP DENNIS HALL JACK HALL KELLY HALL STEPHEN HALL ZACHARY HALSEY NICHOLAS HAMILTON OTIS HAMILTON SCOTT HAMILTON SAM HAMMOUD BRANDON HAMPTON WALTER HAMPTON WILLIAM HANEY MUNG HANG THANG HANG DEREK HARBIN, SR. DYLAN HARDEN JOHN HARDIN KENNETH HARGER DONALD HARRIS NATASHA HARRIS STACEY HARRIS ROBERT HARVEY, JR. HEATHER HASKINS CING HAU PAU HAU THANG L HAU THANG S HAU NENG HAU LIAN PAUL HAVENS BILLY HAWLEY, JR. MICHELLE HAYES SOLOMON HAYES WYATT HAYES TIM HEFFLIN CHAKIRIS HENDERSON DANIEL HENDERSON SHEILA HENDERSON DONALD HENDERSON, JR. KYLE HENDRICK KENNETH HENRY JESSE HENSON KEVIN HENSON ARMANDO HERNANDEZ CORCINA HERNANDEZ JOSUE HERNANDEZ LINDA HERNANDEZ LUIS HERNANDEZ MARIANO HERNANDEZ JOSE HERNANDEZ ESQUER VICTOR HERNANDEZ SANTIAGO MARK HESTON MICHAEL HICKMAN RONALD HICKS BRENDA HIGGINS LARRY HIGHFIELD RICHARD HILDERBRAND ESTELL HILL RICHARD HILL RUFUS HILL D’ANNA HILTON JUAN HINOJOSA TYSON HINTHER RONALD HISHAW, JR. THANG HMUNG TUANG HNIN BON HOANG TAO HOANG KATHERINE HOFMANN JARROD HOGGATT RAY HOLCOMB BROCK HOLMES LAWRENCE HONEL STEPHEN HOOVER TERRI HORN STANLEY HORTON DAVID HOWARD JAMES HOWELL, II SAW HTOO MUAN HUAI NUAM HUAI LYDIA HUDSON* JIMMY HUGHES FIONA HUMPHREY JERAD HUMPHREY LARRY HUMPHREY KHAN HUNG JARED HURT LOUIS HURTADO RONALD HUTCHCRAFT GARY HUTCHINS CINDI HUTTON ALEXANDER IGNATENKOV SAMUEL INGRAM KHAI JA KHUP BELINDA JACKSON* COREY JACKSON DAMION JACKSON JEFF JACKSON LEVITA JACKSON TERRELL JACKSON DELLA JACOBS JOSE JAMAICA* LUCIA JARAMILLO ESTHER JASUAN GENELLE JIMBOY JOSEFINA JIMENEZ LEDEZMA FREDERICK JIMMERSON CHAITANYA JOHAR AARON JOHNSON ASHLEY JOHNSON BRIAN JOHNSON CHRISTOPHER JOHNSON ED JOHNSON GERRIE JOHNSON JEFFREY JOHNSON JOSEPH JOHNSON SOPHIA JOHNSON THOMAS JOHNSON DANNY JONES DAVID JONES DUSTY JONES GARON JONES HENRY JONES JEREMY JONES MARK JONES RAYMON JONES REMIA JONES ROSE JONES SHANNON JONES TERRENCE JONES TIMOTHY JONES CARSIE JONES, II DANNY JONES, JR. JASON JORDAN SEAN JORDAN JAIME JUAREZ LEANDRO JUMELLES NUNEZ HA KA HA ZAM KAI GARRETT KAISER PATRICK KAISER DO KAM HAU KAM KHUAL KAM MANG KAM NGIN KAM* THAWNG KAM BRIAN KAMMERS DAL K KAP DAL S KAP HTANG KAP KAM KAP LIAN KAP THANG KAP THONG KAP SIAN KAP LIAN BRIAN KASTL ERYN KAVANAUGH LIA KAW TUANG KAWI NANG KAWNGTE ANDREW KEITEL BRANDON KELLEY AARON KELLY MISTY KELLY BRIAN KELSEY GLEN KENNEDY GREGG KENNEDY KEITH KENNEDY LELAND KENNEDY LYNN KENNEDY ERIC KENNY MATTHEW KERR DANNY KESLER, JR. DAL KHAI DAVID KHAI DIM KHAI EN KHAI GIN KHAI GO KHAI JOHN KHAI KAM KHAI KHAM K KHAI KHAM L KHAI LAANG KHAI LIAN KHAI NGIN C KHAI NGIN T KHAI PAU K KHAI PAU S KHAI PETER KHAI THANG H KHAI THANG K KHAI THANG S KHAI THANG SUAN KHAI THAWNG KHAI TUN KHAI VUUM KHAI ZAAM KHAI THURA KHAING DAL KHAM DONGH KHAM GIN KHAM GO KHAM MUNG KHAM NGUN KHAM PAU D KHAM PAU K KHAM THANG KHAT CING KHAWM SIAM CING KHAWN CING KHEK KAM KHEN NIANG KHOI DAI KHUAL PAW KHUAL* THANG L KHUAL THANG S KHUAL THAWNG KHUAL ZA KHUAL DAI KHUP KAM KHUP KAP K KHUP KAP S KHUP LIAN KHUP MANG KHUP NGIN KHUP PAU C KHUP PAU K KHUP PAU L KHUP SUAN KHUP THANG G KHUP THANG S KHUP THAWNG KHUP TUAN KHUP JUSTIN KIDD ALAN KILGORE ANDREW KILGORE RODNEY KILGORE CIIN KIM CING KIM CING K KIM CING N KIM DAI KIM DIM KIM GIN KIM HAU KIM NIANG KIM PA KIM THANG KIM THANG Z KIM ZAM KIM DENNIS KIMBROUGH JOE KINCADE MARTIN KINDLE CLINTON KING CODY KING JAMIE KING JOSEPH KING LORI KING RANDY KING RUSSELL KING KORBY KINKADE ROGER KINKADE, JR. MANGNEO KIPGEN ALAN KIZER ROBERT KNEBEL JAMES KOSS LARRY KREPS MIKHAIL KRUPENYA CASSY KUYKENDALL NICHOLAS KUYKENDALL NATHANIEL LABANG PHILLIP LAFOND GIANG LAI DAU LAKUM LUN LAL TUAN LAL GIN LAM LANGH LAM LAMI LAM TUNG MYOSHIA LANDRUM DEBORAH LANE GIN LANG KAP LANG MANG LANG PUM LANG HAU LANGH KAP LANGH THAWNG LANGH MARTIN LARSEN JOSHUA LAUBENSTEIN MAN LAWH MAN M LAWH TERRY LAWRENCE STEVE LAWRENCE, JR. JEFFREY LAWSON STEPHEN LAWSON WALTER LAZCANO ANH LE LAI LE MICHEL LEBEL JOSE LEBRON DAVID LEE JACQUELINE LEE RHONDA LEE KEVIN LEE, JR. MATTHEW LEEPER ARIEL LEFF THOMAS LENNON BOY LET CYNTHIA LEYVA VAH LHING AWI LIAN BAWI LIAN CING LIAN DAL LIAN DO LIAN DONG LIAN GIN K LIAN GIN T LIAN GIN Z LIAN GO LIAN HANG LIAN KHAM LIAN LAL LIAN NANG LIAN NIANG LIAN PAU D LIAN PAU DEIH LIAN PAU M LIAN PAU N LIAN PAU S LIAN SUANG LIAN THANG KAP LIAN THANG K LIAN THANG M LIAN THANG T LIAN TUAN LIAN VI LIAN VUM LIAN LAL LIANA SAWM LIANA PING LIN THOMAS LINCOLN WILLIAM LINDSAY KEITH LINKER JONATHAN LOCKMILLER MATTHEW LOEWEN RICKY LONG VICTOR LONG ANGEL LOPEZ MARGARITO LOPEZ REBECCA LOPEZ THOMAS LOPEZ DANIEL LOPEZ, II JASON LOVETT PAUL LOWERY OSCAR LOZANO* RALPH LUCAS JARROD LUDLOW QUANNAH LUDLOW LORENA LUJAN CING N LUN CING NGAI LUN CING S LUN DIM LUN HKIN LUN NGAI LUN NGO LUN NIANG LUN VAN LUN VUNG LUN THANG LUONG JACOB LUZIER KO LWIN KELLY LYBARGER LARRY MADALONE, II JORGE MADRIGAL TAM MAI CARLOS MALONE JEFFREY MALY CING MAN NANG MAN MARIA MANCILLA MAGDALENO MANCILLA, JR. AWI MANG CIN MANG DAI MANG DAM MANG DO MANG EN MANG GIN MANG HAU MANG HAU S MANG KAM MANG KHAM MANG KHAM T MANG KHAN MANG KIIM MANG LHUN MANG LIAN MANG LIAN MANG LIAN N MANG LIAN S MANG LINUS MANG LUKE MANG NGIN MANG NIN MANG PAU MANG SIAN MANG SUI MANG THAN MANG THANG K MANG THANG T MANG VUNG MANG ZAM MANG ZEN MANG ZUNG MANG THANG MANGA VALERIE MANGIAMELE BAWK MARIP WILLIAM MARKWARDT MA MARQUEZ DE- GILBREATH MARIANA MARQUEZ MARQUEZ ANA MARROQUIN ERROL MARSHALL JONATHAN MARSHALL PATRICIA MARTIN WILLIAM MARTIN FLORENTINO MARTIN-ROMO AMANDA MARTINEZ KAREN MARTINEZ MOSES MARTINEZ OBDULIA MARTINEZ DIANA MARTINEZ CASTANEDA ROSA MARTINEZ FRANCO HECTOR MARTINEZ MOLINA THOMAS MASENGALE, JR. BEVERLEY MASON JAMES MASON* SANDRA MATA ASHLEY MATTHEWS* CHARLES MATTOCKS, IV PATRICIA MAUCH* RON MAUCH LEONARD MAXWELL DUANE MAYFIELD MARCUS MAYFIELD SHANE MAYHUGH* LATOYA MAYS GINA MEANS JON MEDEIROS JESUS MEDINA J MEDINA OLVERA JAMES MELTON JESUS MENDEZ SILVESTRE MENDEZ GONZALES JOHNNY MERRELL, JR. YUNIOR MESA VIEYTO CARMEN MILAM JORDAN MILES RANULFA MILIAN CHRIS MILLER MARK MILLS DALLAS MITCHELL WAYNE MITCHELL JAY MODISETTE BIASNEY MOJICA CASTANEDA JOSUE MOJICA TORRES DINORA MONROY DE DIAZ IRIS MONTANEZ DEBRA MONTOYA JON MOODY FELICIA MOON CORDELL MOORE HERBERT MOORE JAMES MOORE KASHONDA MOORE MARC MOORE MARIO MOORE MARK MOORE TONY MOORE LUIS MORALES DE LA PAZ ALFONSO MORAN MICHAEL MOREHEAD TONY MOREHEAD EDWARD MORELAND BERTA MORENO JOHN MORGAN KENDALE MORGAN MYRON MORGAN PHILLIP MOSS, JR. CLAYTON MOTE CHRISTOPHER MOUNCE STEPHANIE MOUNCE DO MUANG MUA MUANG VUM MUANG ARNA MUKHERJEE ERIC MULLINIKS THANG L MUN THANG S MUN CIN D MUNG CIN K MUNG CIN T MUNG DAII MUNG DAL MUNG EN MUNG GIN D MUNG GIN S MUNG HANG MUNG HAU MUNG HERO MUNG KHAI MUNG KHAM MUNG KHUAL K MUNG KHUAL S MUNG KHUP MUNG KHUP G MUNG LANG MUNG LIAN MUNG NANG MUNG PAU MUNG SONG MUNG SUAN G MUNG SUAN S MUNG THANG K MUNG THANG L MUNG THANG S MUNG TUAL MUNG VUM MUNG VUNG MUNG ZAM MUNG GABRIEL MUNIZ GONZALEZ JESUS MUNOZ REBECA MUNOZ CRAIG MURPHY, II JOHN MUTANDA DAVID MYERS COURTNEY McAFEE TINA McBEATH ROBERT McBOWMAN MYKEA McCALISTER IAN McCARTY ROBERT McCLEARY DIRK McCLELLAN MICHAEL McCONNELL ROY McCONNELL DEBRA McCOWAN WESLEY McCOWAN, JR. PAULA McCRARY MICHAEL McCUIN KATHY McCULLOCH LOYD McDANIEL RANDALL McDANIEL JAMES McELROY CLAYTON McFALL MARCUS McFARLING JOSHUA McGEE RONNIE McGEE JOHN McINTYRE DANIEL McKEE DENNIS McKINNEY DOMINGO McKNIGHT JOHN McNEVIN SAW NAING DIEGO NAJERA AH NAN LAWRENCE NANG PAU NANG SING NANG THAWNG NANG THOMAS NANG JOSE NAVA MARIA NAVA ABEL NAVEJAS LIAN NAWL CLAYTON NEAL SAMUEL NEALE ZAMLAM NEIHKHUP NATALIE NEILSON PAMELA NEISLER* NIANG NEL CIIN NEU SOLOMON NEU TONY NEWHOUSE CING NGAI MANG NGAIH THA NGE NUAM NGIN HAUNUNG NGIN PI THAN NGIO EN NGO ALVIN NGUYEN DIEP NGUYEN DUONG NGUYEN KHANH NGUYEN NOI NGUYEN THANH NGUYEN CIN NIANG CING K NIANG CING L NIANG DIM H NIANG DIM L NIANG EN NIANG ESTHER NIANG GO NIANG HAU NIANG KAP NIANG LAM NIANG MANG NIANG NEM NIANG VUNG D NIANG VUNG L NIANG VUNG M NIANG VUNG S NIANG ZEL NIANG MUNG NIANGBAWL KENNETH NICHOLS LIROY NICHOLS ZAM NING CING NO ROBERT NO THANG NO CHRISTOPHER NORFLEET WILLIE NORFLEET ROBERT NORFLEET, JR. ERIC NORRIS TUMAI NPAWT NGIN NTEM KIM NU* CIIN NUAM CING NUAM CING NUAM MAN NUAM NIANG NUAM NING NUAM JOHN NUTT MICHAEL O’BRIEN JAMES O’NEILL, JR. ALEXANDER OFOSU RICKEY OGANS JOHN OGLE KEJUAN OLIVER ANTHONY OLIVERAS ERIC OLSON SUNDAY OMASERE BENJAMIN ORME LETICIA ORONA MARGARITA ORONA FELIPE ORTIZ JESSICA ORTIZ ESTRADA DAVID OSBORNE SHANNON OSEI OFELIA OSUNA OLIMPIA OTERO CHAVEZ JENNIFER OVERMEYER TREVIN OWENS GERARD PACHECO LUIS PACHECO HUGO PADILLA MARK PAGE BENJAMIN PALMA WILLIAM PALMER, JR. DIANA PANTOJA BILLY PARKER JEFF PARKHURST JASON PATE CORRY PATTERSON CHIN PAU CIANG PAU CIN PAU DAI PAU DAL PAU GIN S PAU GIN SIAN PAU* GIN SUAN PAU KAM PAU KHAWM PAU LANG PAU LIANG PAU MUNG PAU NANG PAU NENG H PAU NENG K PAU THANG PAU THAWNG PAU THAWNG PAU TUAL PAU ZAM PAU ANGELA PAULSEN MANI PAZHANATHADALAM TRAVIS PEARSON VLADIMIR PENIAZ BRENDA PENTECOST CESAR PEREZ SERGIO PEREZ HECTOR PEREZ ARIAS KIMBERLY PERSONS JOHN PETERS LADRUE PETERS ANITA PETERSON BRADY PETTIE EMMITT PETTIGREW, JR. DANIEL PEURIFOY KINH PHAM ADRIANA PHILLIPS* ALEXANDER PHILLIPS BRANDON PHILLIPS MICHAEL PHILLIPS ALEXANDER PHOMPRIDA ALBERT PI HAU PI THANG PI THOMAS PI DO PIANG GO PIANG GOH PIANG THANG K PIANG THANG L PIANG THANG LAMP PIANG VAN PIANG CHRISTOPHER PICKENS SHARON PICKETT BROOKS MAYRA PINA PEDRO PINA-VALLES JOSE PINEDA DIXAN PITA MENDEZ CLIFFORD PITCHFORD HUNTER PITTMAN KENDALL PITTS MICHAEL PLUMMER SHILOH PLUMMER OSIEL POBLETE BARTOLO BASANT POKHREL RENU POKHREL HTINRAM PONGKUM MARK POOL DAMYIEN PORTER RUDY POWELL GREG POWERS JEFFERY POWERS JOSE PRADO* KENNETH PRENTICE, JR. ERIC PRICKETT JAMES PRIDE LEE PRINCE KHAI PU LIAN PU MUANG PU PETER PU PETER PU TUANG PU ALMA PUGA DANIEL PUGA, JR. KHAI PUI THANG PUI THANG PUNO DARRELL PURSER JAVIER QUEZADA HOLLY RALSTON ADRIAN RAMIREZ ANTONIA RAMIREZ RAYMON RAMIREZ WILLIAM RAMIREZ YOSSELIN RAMIREZ AGUILAR NANDY RAMIREZ B FRANCISCO RAMIREZ CORTEZ GEMMA RANGELOFF ROBERT RATLIFF KYLE RATZLAFF TERRY RATZLOFF SHA RAW ROBERT RAYNO KEIANYA RAYSON THOMAS READ DIEGO REBOLLAR-MARIN PEGGY REDDEN CHRISTOPHER REED JAMES REED FREEMAN REED, JR. MARGARET REEVES FEDORA REGUS STEPAN REGUS ALBERTO RENDON PARRA RODOLFO RENTERIA SVYATOSLAV RESHETOV AGUSTIN REYES, JR. THOMAS REYNOLDS DANIEL RHOADES DAVID RICHARDSON, JR. ROBERT RIDDELL ANGELA RIDEOUT COREY RIDER BRETT RIEGEL DELMECIO RISER HILLARY RITE RAMON RIVERA RAFAEL RIVERA PENA DEMARIO RIVERS KEVIN ROADCAP CARL ROBERTS DAVID ROBINSON, JR. RAYMOND RODEN FRANCISCO RODRIGUEZ* HECTOR RODRIGUEZ MARIA G RODRIGUEZ MARIA L RODRIGUEZ REBECCA RODRIGUEZ RIVELINO RODRIGUEZ JESUS RODRIGUEZ SANTIBANEZ J RODRIGUEZ-FLORES DON ROGERS TONY ROGERS TONYA ROGERS BRENT ROGERS, JR. LIDIA ROJAS NELSON ROJAS CALEB ROLLS OSCAR ROSE CASEY ROSS CATHERINE ROSS RICHARD ROWE, JR. ITZIA RUIZ RICARDO RUIZ ADAN RUIZ, JR. AVA RUSSELL KIMBERLY RUSSELL LORENZA SALAS ABELINO SALAZAR ADAN SALAZAR NORA SALAZAR WALTER SALAZAR MARIA SALDIVAR* MIGUEL SALDIVAR VICTOR SALDIVAR JOSE SALDIVAR OREPEZA DAVID SALEGO DIANA SALINAS AH SALUPTA CIIN SAN BEATRIZ SANCHEZ JESUS SANCHEZ TANISHA SANDERS MICHAEL SANDOR, JR. CIN SANG KHUP SANG LIAN SANG MANG SANG THANG SANG THIAM SANG TUAN SANG ZAM SANG LAL SANGI AGUSTIN SANTANA WENCESLAO SANTIAGO BASILISA SANTIAGO AVILA IGNACIO SANTILLAN RUDY SANTOS REBECCA SAR JAMES SATRE ERICK SAWYER NANG SBSUM WILLIAM SCHAROSCH THANG SEI TONG SEI NEM SEN ROI SENG MARIA SERRANO DE TORRES CARROL SHACKELFORD DOUGLAS SHEEHAN KATHY SHEFFIELD VIRGIL SHELTON VASILIY SHEMEREKO KATHLEEN SHEPARD JACKIE SHEPHARD LYNNDA SHEPHERD MATTHEW SHINAULT NAA SIAM ZAM SIAM CIIN SIAN NGIN SIAN PAU SIAN MANG SIAN KHAI STEPHEN SIECK NELSON SIERRA CORY SIMMONS JERRY SIMMONS DWAYNE SIMPSON ANTHONY SING DAAI SING DAL SING DO SING KHAM SING NANG SING THAWN SING MELINDA SINGLETON CHRISTOPHER SISSOM COURTNEY SITTEL SARA SIVIERO MICHAEL SKINNER IAN SLATTERY DANNY SLAYTON LLEWELLYN SLAYTON DEBI SLOAN LARRY SLONE BRETT SMITH DAVID SMITH JEFFERY SMITH JUSTIN SMITH PRESLEY SMITH RENALDO SMITH RICARDO SMITH RYAN SMITH TREQUEEL SMITH ANTHONY SMITH, JR. WILBERT SMITH, JR. KAP SO TE SHOWE SOE JOSE SOLARES MARIA SOLIS NEMISIA SOLIS CLENT SOUTHERLAND, II BRADLEY SOUTHERN KEVIN SOUVANNASING DENNEY SOWDER JOHN SPAIN, III RONNIE SPARKS JAMESON SPIRES MICHAEL SPORTEL LAWANA STANE JOEL STANER VINCENT STEADMAN PAUL STEARMAN JAYME STEDMAN BRENT STOCKTON KEVIN STODDARD SCOTT STOLTZFUS KATHRYN STONE MICHAEL STRAUB HAU SUAN KIM SUAN NGIN SUAN NIN SUAN PAU SUAN THANG SUAN VUNG SUAN ZEN SUAN PETER SUAN MUI PAUL SUAN MUNG TUANG SUAN MUNG KHAM SUANTAK HAU SUM PAU M SUM PAU S SUM WA SUM PAU SUT JACK SWEET ERIC SYPERT KAM TA JAMES TABER WILLIAM TANKERSLEY KEITH TANNER WHITNEY TAPP JOE TART LARRY TATE MARK TATE NEKESHA TATUM TENNA TATUM BEVERLY TAYLOR CHARLES TAYLOR DEBORAH TAYLOR ERIC TAYLOR ANDREA TEAKELL KEVIN TEAKELL ROBERT TEIS BENJAMIN THANG CIN THANG CIN L THANG CIN LIAN THANG CIN P THANG CIN S THANG CIN Z THANG DAI THANG DO THANG GIN THANG GO THANG HAU THANG HAU N THANG HAU S THANG KAM L THANG KAM S THANG KAM SUAN THANG KAM K THANG KHAI THANG KHAM H THANG KHAM K THANG LAM THANG LIAN K THANG LIAN S THANG MANG M THANG MANG T THANG NGIN L THANG NGIN S THANG NGUN THANG PAU KAP THANG PAU KHAN THANG PAU KIM THANG PAU SIAN THANG PAU SUM THANG SUAN THANG THAWNG THANG ZEN THANG LIAN THANG LAM PETER THANGPI SUAN THAWN THANG K THAWN THANG THAWN THANG THAWN TUAL THAWN LANG THAWNG NI THAWNG BRIAN THOMAS FRED THOMAS GERALD THOMAS RACHEL THOMAS BRIAN THOMAS, SR CHERYL THOMASON ARCHIE THOMPSON REBECCA THOMPSON LARRY THROCKMORTON TUAN THUNG JESSICA THURBER KELLY THURBER TED TIGER GABRIELA TIRADO LAL TLING THAWNG TLUANG WILLIAM TOBAR DEBBIE TOMLIN REINALDO TORRES CESAR TORRES BIBIANO HIEP TRAN TUONG TRAN JIM TRAVER MARK TRIBBLE HA TRINH KIMBERLY TROCHEZ RIOS SENG TU CIN K TUANG CIN S TUANG KAM TUANG KAM K TUANG KHAM TUANG SIAN TUANG SING TUANG SUANLAM TUANG THANG L TUANG THANG LAM TUANG THANG Z TUANG TUN TUANG VUNG TUANG NGIN TUN ZAM TUN DAVID TUNG KAAM TUNG KAM TUNG LANGH TUNG MUNG TUNG THANG TUNG THAWNG TUNG MICHAEL TUNNELL PAUL TURBE DAVID TURLEY RANDAL TYER PHYLLIS TYISKA DAVID TYLER JAMES TYLER JESSICA TYLER JACOB TZANG JESUS TZUL PAU UAP DAWN UNDERWOOD PERNELL UNDERWOOD TONY URICH MARIA URQUIZA YADIRA URQUIZA VICKI VAIL JULIO VALLE BRENNEN VANCE ZACHARY VANCE ALLEN VANG SUA VANG TUCKER VANKALSBEEK JOHN VANNESS BRANDON VANZANDT SHAWN VAWTER JUAN VAZQUEZ ROSA VELA ANTONIO VELASCO JAMES VELDE JUAN VENCES ANGEL VENEGAS DESTINY VERA SALOME VERA JAMES VERHAMME GEORGE VERRETT JEREMY VICK TERESA VICTORY EFRAIN VILLA EFRAIN S VILLA RAULITO VILLANUEVA SELINA VIRAMONTES CUONG VO TONG VO CHUAN VU THU VU NGUYEN HOUA VUE CIIN VUNG CING VUNG MARY VUNG NIANG L VUNG NIANG S VUNG NING VUNG MARK WAKEFIELD STEPHEN WAKEFIELD WHITNEY WAKEFIELD* DIANA WALKER JOSHUA WALKER PATRICK WALKER RODERICK WALKER HAROLD WALKER, JR RONALD WALKER, JR DAVID WALKUP BARRY WALL AMILCAR WALLACE KIM WALLACE SANTONNIEYEO WALLACE, III TODD WALLINGFORD PHILLIP WALLIS JASIMINE WALTER DARIUS WALTERS MISTY WALTERS GAYLE WARD PERRY WARNER RYAN WARREN RACHQUEL WARRIOR ANTHONY WASHINGTON LACEJI WASHINGTON JONATHAN WATASHE ANDRE WATKINS RONNIE WATKINS STEVEN WATKINS BOONE WATSON BRYAN WATSON NICHOLAS WATSON ANTHONY WELCH JOE WELCH MARCEL WELCH RANDOLPH WESSON, III KELLY WEST SHARON WEST JIMMY WHEELER WILLIAM WHEELER DEBORAH WHITAKER HARVEY WHITAKER JONATHAN WHITAKER JAMES WHITE KYLE WHITE* TIMOTHY WHITE JOHN WHITEFIELD DAVID WHITLOCK STEVEN WHORTON GORDON WICHMAN JACKIE WILES JERRY WILES MICHAEL WILES JAMES WILKINSON ANTHONY WILLIAMS CHANTE WILLIAMS CHERAY WILLIAMS DEMARCO WILLIAMS DONNA WILLIAMS GARY WILLIAMS JUSTIN WILLIAMS KATHERYN WILLIAMS KIMBERLY WILLIAMS LATRENIA WILLIAMS NICOLE WILLIAMS RODNEY WILLIAMS AARON WILLIAMSON JAMES WILLIAMSON JEREMY WILLIAMSON CLYDE WILLIS BRANDI WILSON CHRISTOPHER WILSON ISAAC WILSON JAMES WILSON SCOTT WILSON JOSEPH WILSON, III NAW WIN THOMAS WINGO MICAH WISDOM JACK WITT, JR. RILEY WOOD RONALD WOOD CODY WOODARD RONNIE WORTHAM KASEY WORTHINGTON BENJAMIN WRIGHT BARRY WYERS JIM WYRICK LINDA WYRICK PATRIAL YARBROUGH KEITH YOUNG MARC YOUNG SAM YOUNG LANG ZAHLANGH CING ZAM NU ZAM THANG ZAM DAUNG ZAUNG AURORA ZAVALETA LUIS ZEPEDA JUAN ZERMENO VIRGINIA ZERMENO 

Continue reading text version or see original annual report in PDF format above