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Pushing boundaries since 1988.
35 years of industry-defining innovation.
aaon.com
Engineered and built in America.
OK | TX | MO | OR
2023 Annual Report
2023 Annual Report
2023 Annual Report
About AAON
AAON is a leader in HVAC
solutions for commercial
and industrial indoor
environments.
Product Family
Air Handling Units
INDOOR AND OUTDOOR
(800–72,000 CFM)
Air-Source
Heat Pumps
(2–70 TONS)
Condensers and
Condensing Units
(2–70 TONS)
Controls
Custom Air
Handling Units
–BASX
Our industry-leading approach
to designing and manufacturing highly
configurable equipment to meet exact
needs creates a premier ownership
experience with greater efficiency,
performance, and long-term value.
Data Center and
Cleanroom Units
–BASX
Geothermal and Water-
Source Heat Pumps
(2–70 TONS)
Self-Contained Units
(3–70 TONS)
Rooftop Units
(2–240 TONS)
2023 marked our
35th anniversary as a
company, and it lined up
with some outstanding
achievements. Most
notably, we surpassed
$1.0 billion in sales
for the first time in
company history.”
—Gary Fields, CEO
Income Data ($000 except per share data)
NET SALES
GROSS PROFIT
OPERATING INCOME
INTEREST INCOME (EXPENSE), NET
DEPRECIATION AND AMORTIZATION
PRE-TAX INCOME
NET INCOME
EARNINGS PER SHARE–BASIC2
EARNINGS PER SHARE–DILUTED 2
Balance Sheet ($000 except per share data)
WORKING CAPITAL
CURRENT ASSETS
NET FIXED ASSETS
Financial Highlights
2023
2022
2021
2020
2019
1,168,518
888,788
534,517
514,551
469,333
399,020
237,572
137,830
155,849
119,425
227,494
126,761
69,253
101,836
67,011
(4,843)
46,468
(2,627)
(132)
88
35,106
30,343
25,634
223,154
124,533
69,182
101,975
177,623
100,376
58,758
79,009
2.19
2.13
1.26
1.24
0.75
0.73
1.01
0.99
66
22,766
67,031
53,711
0.69
0.68
282,205
203,549
131,312
161,218
131,521
408,954
349,116
218,080
220,251
187,549
369,947
304,745
258,062
223,340
178,094
ACCUMULATED DEPRECIATION
283,485
245,026
224,146
203,125
179,242
CASH AND CASH EQUIVALENTS
287
5,451
2,859
79,025
26,797
TOTAL ASSETS
CURRENT LIABILITIES
LONG-TERM DEBT
941,436
813,903
650,180
449,008
371,424
126,749
145,567
50,522
77,453
86,768
46,406
59,033
56,028
6,363
6,320
STOCKHOLDERS' EQUITY
735,224
560,714
466,170
350,865
290,140
STOCKHOLDERS' EQUITY PER DILUTED SHARE2
8.83
6.91
5.78
4.41
3.67
Cash Flow Data ($000)
OPERATIONS
INVESTMENTS
FINANCING
158,895
61,318
61,183
128,814
97,925
(109,311)
(76,213)
(158,719)
(61,273)
(37,046)
(46,510)
17,357
18,735
(29,626)
(18,500)
NET INCREASE (DECREASE) IN CASH
3,074
2,462
(78,801)
37,915
42,379
Ratio Analysis
GROSS PROFIT
RETURN ON AVERAGE EQUITY
RETURN ON AVERAGE ASSETS
PRE-TAX INCOME ON SALES
NET INCOME ON SALES
TOTAL LIABILITIES TO EQUITY
QUICK RATIO1
CURRENT RATIO
YEAR-END PRICE EARNINGS RATIO
34.1%
27.4%
20.2%
19.1%
15.2%
28.0%
1.2
3.2
34.7
26.7%
19.5%
13.7%
14.0%
11.3%
45.2%
0.9
2.4
40.5
25.8%
14.4%
10.7%
12.9%
11.0%
39.5%
1.0
2.5
72.9
30.3%
24.7%
19.3%
19.8%
15.4%
28.0%
2.3
3.7
44.7
25.4%
19.9%
15.8%
14.3%
11.4%
28.0%
2.0
3.3
48.4
1 = (Cash, cash equivalents and restricted cash + investments + receivables) / current liabilities
2 Reflects three-for-two stock split effective August 16, 2023.
Timeline
1988
AAON, an Oklahoma
corporation, was founded.
Purchase of John Zink Air
Conditioning Division.
1989
AAON purchased, renovated,
and moved into a 184,000
square foot plant in Tulsa,
Oklahoma.
Introduced a new product line
of rooftop heating and air
conditioning units 2–140 tons.
1990
Listed on NASDAQ Small
Cap—Symbol “AAON”.
1991
Formed AAON Coil Products,
a Texas Corporation, as a
subsidiary to AAON, Inc.
(Nevada) and purchased coil
making assets of Coil Plus.
2018
AAON acquires WattMaster
Controls, Inc.
2015
AAON Low Leakage Dampers
voted “Product of the Year”
by Consulting Specifying
Engineer magazine.
2012
2010
AAON yearly shipments
exceed $300 million.
AAON RQ Series win ACHR
News Dealer Design award.
AAON RN Series rooftop
unit named 2010 Product
of the Year—Silver by
Consulting-Specifying
Engineer Magazine.
2019
AAON breaks ground on new
facility in Longview, Texas.
AAON opens
Norman Asbjornson
Innovation Center.
2020
Founder Norman H.
Asbjornson Transitions
to Executive Chairman.
Gary D. Fields assumes
new role as CEO.
AAON exceeds $500 million
in sales.
AAON RN Series
with Variable Speed
Compressors voted
“Most Valuable Product”.
2021
AAON introduces new low
ambient air-source heat
pump rooftop units.
AAON introduces the
AAON Mobile Experience
tour trailer.
AAON RZ Series Rooftop Unit
named “Product of the Year”
by readers of Consulting-
Specifying Engineer
magazine.
AAON acquires BASX
Solutions.
2022
AAON Zero Degree Cold
Climate AirSource Heat
Pumps win ACHR Dealer
Design award.
AAON exceeds $880 million
in sales.
1992
AAON acquires Coils Plus,
Inc. and renovates the
110,000 square foot plant in
Longview, Texas.
1993
Listed on the NASDAQ
National Market System.
1995
Completed expansion of
the Tulsa facility to 332,000
square feet.
1996
Purchased 40 acres with
457,000 square foot plant
and 22,000 square foot office
space located across from
the Tulsa facility.
2003
Started production
of polyurethane foam-filled
double-wall construction
panels for rooftop
and chiller products
using newly purchased
manufacturing equipment.
2001
Introduced evaporative-
cooled condensing energy
savings feature.
1999
1998
Completed Tulsa, Oklahoma
and Longview, Texas plant
additions yielding a total
exceeding one million
square feet.
AAON yearly shipments
exceed $100 million.
Received U.S. patent for
Dimple Heat Exchanger Tube.
2023
Grand opening
of the Customer
Exploration Center.
AAON Longview announces
new expansion plans for
230,000 square foot facility.
AAON launches
Alpha Class.
AAON exceeds
$1 billion in sales.
From the Chief Executive Officer
Executing Another Year
of Record Performance
Last year was a special year for AAON in that it was the
Company’s 35th anniversary since being founded in 1988.
Moreover, it was the first year that the Company surpassed
$1.0 billion in sales. Surpassing this milestone required one
of the strongest years of performance in AAON’s history.
Organic sales grew 31.5%, including an increase in volume
of 14.5%. The Company’s core packaged rooftop business,
which made up 68.8% of total sales in 2023, realized even
more unit volume growth. This compared to the U.S.
market which realized a 6.0% increase in units five tons
and greater, the comparable tonnage category of our
rooftop portfolio. The Company clearly continued to gain
market share, a reflection of successful planning
and execution of strategy. Last year also marked a strong
year of profitability. Gross margin expanded 740 basis
points to 34.1% and net income grew 77.0% to a record
level for the second straight year.
REMAINING TRUE TO OUR FOUNDING PRINCIPLES
Thirty-five years ago, our founder, Norm Asbjornson, created AAON
with one mission, manufacturing the best HVAC equipment in the
world for the best value. This mission remains true today. Through a
unique semi-custom design and manufacturing process which evolved
over decades, AAON is providing the highest performing, most energy
efficient equipment there is on the market. No other market competitor
offers a solutions-based configurable portfolio of rooftop equipment
that helps contractors and building owners maximize performance and
efficiency as does AAON. Furthermore, continuous improvements in
operational efficiencies have resulted in AAON products being the most
cost competitive in Company history. We made great strides in this
over the past two years. The price premium of AAON equipment versus
alternative equipment in the market has never been smaller than it is
today. This has made the AAON value proposition of the total cost of
ownership immensely more compelling, allowing the Company to continue
to gain share. Incremental investments made in 2023, including product
development, sales & marketing, information technology and leadership,
position us to accelerate share gains in the next several years.
AAON’S EVOLUTION CONTINUES
Since 2017, AAON has undergone significant changes in
leadership, from both a structural and personnel standpoint.
Today, the organization is managed by executive and senior
leadership teams with layers of leaders below that have
goals, responsibilities, structure and succession planning.
These changes were critical to position the Company for
long-term sustainable growth. In 2023, we took the next step
in this evolution when we announced in November several
changes in senior management. Along with promoting
Matt Tobolski to President and COO of AAON, we established
several new global roles to manage our four geographical
MATT TOBOLSKI, PRESIDENT AND COO
locations more efficiently, both in respect to productivity
and growth.
LEADING IN CLIMATE SOLUTIONS AND INNOVATION
The commercial HVAC market that AAON competes in is currently
undergoing significant change driven by shifts in demand
and increased regulations. These changes create challenges
for most of the industry, and particularly for companies focused
on mass production of basic equipment. Our unique design
and manufacturing process which focuses on performance
and energy efficiency, insulates AAON from the impact of shifts
in the market related to energy efficiency, decarbonization
and electrification as well as regulations focused on
environmentally friendly equipment. In fact, these changes
are a benefit to AAON as our products excel when the customer
is focused on performance. Leading up to the higher minimum
energy efficiency standards that the Department of Energy
put into effect starting January 1, 2023, AAON’s product portfolio
fully met those standards years in advance, while most of the
industry did not fully meet the minimum efficiency standards
until the second half of 2022. Similarly, well ahead of the EPA’s
new regulation requiring manufacturers to utilize a lower
Global Warming Potential (GWP) refrigerant, AAON began accepting
orders of equipment with lower GWP refrigerant on January 1, 2024.
We are proud to lead the way as the only manufacturer to our
knowledge currently accepting orders for equipment with lower
GWP refrigerant.
At the same time, AAON continues to innovate. In 2023, AAON
introduced its newly branded Alpha Class heat pump rooftop units.
Alpha Class is a fully electric heat pump operable down to zero
degrees Fahrenheit. This product is significant in that it is the
first viable climate solution to fulfilling electrification demands
in the commercial rooftop market. Today, no other competitor
has a heat pump on the market that is operable much lower than
These changes are
a benefit to AAON
as our products
excel when the
customer is focused
on performance.
25–30 degrees. The Company has always led the industry through
NEWLY BRANDED ALPHA CLASS
innovation and expects to continue to push boundaries through
innovation and climate solutions into the future.
LEVERAGING THE CORE THROUGH OUR SALES CHANNEL
Historically, AAON excelled in developing the most advanced HVAC
equipment for the best value. While we have always valued our
independently owned and operated sales channel, our investment in
additional resources to help channel partners penetrate the market
has been lacking. We see this as a significant opportunity and are now
making such investments. In 2023, we began establishing a marketing
department equipped with the resources to educate our sales channel
and end-users of AAON’s value proposition. In addition, we finished
construction of our Exploration Center last year. This facility showcases
our equipment alongside market alternatives, and has quickly proved
to be a valuable resource in the marketing of our equipment. We are
also investing in more capacity to train our sales representatives
and additional resources to help build out our channel partners’ parts
and services businesses. All of these investments are made with the
intent of leveraging a premier product that has a superior value.
LOOKING FORWARD
AAON has a superior product offering and world class sales
channel. This combination provides the Company with a strong
foundation. Leveraging this with certain investments and strategies
will result in further share gains in 2024 and beyond. Given the
advancements we are making relative to the market, we will
accomplish this while also being a leading contributor in reducing
the carbon footprint of commercial buildings. The Company has
never been more well managed than it is currently and we have
never been more optimistic of the future than we are today.
To our stakeholders, we cannot achieve these results without
your support and commitment. We continue to benefit from the
total cooperation and dedicated service of our employees and
independent sales representatives.
To our stockholders, we are honored to have each of you with us
and look forward to delivering the returns that will justify your
continued ownership.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
☒
For the fiscal year ended December 31, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number: 0-18953
AAON, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation or organization)
87-0448736
(IRS Employer
Identification No.)
2425 South Yukon Ave., Tulsa, Oklahoma
74107
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (918) 583-2266
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
AAON
NASDAQ
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
☐ Yes ☒ 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 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.
☒ Yes ☐ No
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 preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
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).
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).
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).
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
Large accelerated filer
Large accelerated filer
Large accelerated filer
Non-accelerated filer
Non-accelerated filer
Non-accelerated filer
Non-accelerated filer
☒ Accelerated filer
☐ Smaller reporting company
Emerging growth company
☒ Accelerated filer
☒ Accelerated filer
☒ Accelerated filer
☐ Smaller reporting company
☐ Smaller reporting company
☐ Smaller reporting company
Emerging growth company
Emerging growth company
Emerging growth company
☐
☐
☐
☐
☐
☐
☐
☐
☐
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section
transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐
13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. ☐
statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery
period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery
period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery
period pursuant to §240.10D-1(b). ☐
period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.)
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.)
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.)
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.)
☐ Yes ☒ No
☐ Yes ☒ No
☐ Yes ☒ No
☐ Yes ☒ 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, 2023 was $4,193.6 million based upon the closing price reported for such date on the Nasdaq Global Select
Market.
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, 2023 was $4,193.6 million based upon the closing price reported for such date on the Nasdaq Global Select
Market.
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, 2023 was $4,193.6 million based upon the closing price reported for such date on the Nasdaq Global Select
Market.
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, 2023 was $4,193.6 million based upon the closing price reported for such date on the Nasdaq Global Select
Market.
As of February 23, 2024, registrant had outstanding a total of 81,581,679 shares of its $.004 par value Common
Stock.
As of February 23, 2024, registrant had outstanding a total of 81,581,679 shares of its $.004 par value Common
Stock.
As of February 23, 2024, registrant had outstanding a total of 81,581,679 shares of its $.004 par value Common
Stock.
As of February 23, 2024, registrant had outstanding a total of 81,581,679 shares of its $.004 par value Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant’s definitive Proxy Statement to be filed in connection with the 2024 Annual Meeting of
Stockholders to be held May 21, 2024, incorporated herein by reference in Part III of this Annual Report on Form
10-K to the extent stated herein.
Portions of registrant’s definitive Proxy Statement to be filed in connection with the 2024 Annual Meeting of
Stockholders to be held May 21, 2024, incorporated herein by reference in Part III of this Annual Report on Form
10-K to the extent stated herein.
Portions of registrant’s definitive Proxy Statement to be filed in connection with the 2024 Annual Meeting of
Stockholders to be held May 21, 2024, incorporated herein by reference in Part III of this Annual Report on Form
10-K to the extent stated herein.
Portions of registrant’s definitive Proxy Statement to be filed in connection with the 2024 Annual Meeting of
Stockholders to be held May 21, 2024, incorporated herein by reference in Part III of this Annual Report on Form
10-K to the extent stated herein.
TABLE OF CONTENTS
Page
Number
Item Number and Caption
PART I
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.
Reserved.
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.
Signatures
2
10
14
15
16
16
17
19
20
32
33
70
70
72
72
72
72
72
72
73
75
Forward-Looking Statements
This Annual Report on Form 10-K (or statements otherwise made by the Company or on the Company’s behalf from
time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases,
conferences, website postings, presentations or otherwise) includes “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not
historical facts are forward-looking statements and involve risks and uncertainties. For all of these forward-looking
statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private
Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”,
“seeks”, “estimates”, “confident”, “outlook”, “project”, “should”, “will”, and variations of such words and other
words of similar meaning or 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. Important factors that could cause results to differ materially from
those in the forward-looking statements include, among others:
• market conditions and customer demand for our products;
•
•
the timing and extent of changes in raw material and component prices;
naturally-occurring events, pandemics, and other disasters causing disruption to our manufacturing
operations, product deliveries and production capacity;
the impact caused by inflationary cost pressures, national or global health issues, such as the coronavirus
pandemic (“COVID-19”), any variants or similar outbreaks (including the response thereto) and their
effects on, among other things, demand for our products, supply chain disruptions, our liquidity and
financial position, results of operations, stock price, payment of dividends, our ability to secure new orders,
our ability to convert backlog to revenue and impacts to the operations status of our facilities;
natural disasters and extreme weather conditions, including, without limitation, their effects on locations
where our products are manufactured;
the effects of fluctuations in the commercial/industrial new construction market;
the timing of introduction and market acceptance of new products;
the timing and extent of changes in interest rates, as well as other competitive factors during the year;
general economic, market or business conditions;
creditworthiness of our customers and their access to capital;
changing technologies;
the material failure, interruption of service, compromised data or information technology security, phishing
emails, cybersecurity breaches or other impacts to our information technology and related systems and
networks (including any of the foregoing of third-party vendors and other contractors who provide
information technology or other services);
costs and results of litigation, including trial and appellate costs;
economic, market or business conditions in the specific industry and market in which our businesses
operate;
future levels of capital expenditures, research and development and indebtedness, including, without
limitation, our ability to reduce indebtedness and risks associated with the same;
legal, regulatory, and environmental issues, including, without limitation, compliance of our products with
mandated standards and specifications; and
integration of acquired businesses and our ability to realize synergies and cost savings.
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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. Except as required by federal securities laws, we undertake no obligation to update
any forward-looking statement to reflect events, occurrences or developments after the date on which such statement
is made. For a discussion of risks and uncertainties which could cause actual results to differ from those contained
in the forward-looking statements, please see Item 1A “Risk Factors” included in this Annual Report on Form 10-K,
and as otherwise disclosed from time to time in our other filings with the SEC.
1
PART I
Item 1. Business.
Overview
AAON, Inc., a Nevada corporation, (“AAON Nevada”) was incorporated on August 18, 1987. Our operating
subsidiaries include AAON, Inc., an Oklahoma corporation ("AAON Oklahoma"), AAON Coil Products, Inc., a
Texas corporation ("AAON Coil Products"), and BASX, Inc., an Oregon corporation ("BASX"). 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.
AAON is a lead producer in heating, ventilation, and air conditioning ("HVAC") systems for commercial and
industrial indoor environments. We are engaged in the engineering, manufacturing, and selling of premium heating,
ventilation, and air conditioning equipment consisting primarily of semi-custom and custom rooftop units, data
center cooling solutions, cleanroom systems, packaged outdoor mechanical rooms, air handling units, makeup air
units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils, and controls.
Business Segments
The Company conducts its business through three business segments: AAON Oklahoma, AAON Coil Products, and
BASX.
AAON Oklahoma: AAON Oklahoma engineers, manufactures, and sells, semi-custom, and custom HVAC systems,
designs and manufactures controls solutions, and sells retail parts to customers through retail part stores and online.
AAON Oklahoma includes the operations of our Tulsa, OK and Parkville, MO manufacturing facilities, two retail
locations, and the Norman Asbjornson Innovation Center ("NAIC") research and development laboratory accredited
by the Air Movement and Control Association International, Inc. ("AMCA").
With the NAIC, a world-class research and development ("R&D") laboratory in Tulsa, OK, our products are
continuously tested under a variety of extreme environmental conditions to ensure they deliver the ultimate
performance, efficiency, and value.
Also located in Tulsa, OK, our cutting-edge Customer Exploration Center showcases the engineering, design
attributes and premium build quality of our equipment side-by-side the market alternatives.
AAON Coil Products: AAON Coil Products engineers and manufactures a selection of our semi-custom, and custom
HVAC systems as well as a variety of heating and cooling coils to be used in HVAC systems, mostly for the benefit
of AAON Oklahoma, AAON Coil Products, and BASX. AAON Coil Products consists of operations at our
Longview, TX manufacturing facilities.
BASX: BASX engineers, manufactures, and sells an array of custom, high-performance cooling solutions for the
rapidly growing hyperscale data center market, ventilation solutions for cleanroom environments in the bio-
pharmaceutical, semiconductor, medical and agriculture markets, and highly custom, air handlers and modular
solutions for a vast array of markets. BASX consists of operations at our Redmond, OR manufacturing facilities.
For more information on our business segments' financial position and results of operations, refer to Note 22,
"Segments," of the notes to consolidated financial statements.
Business and Marketing Strategy
Our products serve the commercial, industrial, data center, and cleanroom markets within the HVAC equipment
industry. Our business strategy involves mass semi-customization leveraging flexible computer-aided manufacturing
systems to produce highly configurable equipment. We differentiate from other HVAC manufacturers by combining
the low unit costs of mass production processes with the flexibility of individual customization.
Through a collaborative effort with our network of independent sales representatives, we engineer and manufacture
products and systems that best serve the buyer's unique needs and applications.
Our go-to-market strategy is centered around customers and markets that demand HVAC equipment with
extraordinary performance and durability, greater energy efficiency, and best overall value. We manufacture
equipment with more configurability than other "standard" offerings found in the HVAC equipment industry and we
do not manufacture equipment that has not been pre-specified by our customers with an emphasis on high customer
satisfaction and reduced product delivery channel time.
2
Since day one, AAON has been dedicated to manufacturing and product leadership with innovation through research
and development with a specific emphasis on energy performance, durability, efficiency, and indoor air quality.
As a result of our strategy to engineer and manufacture innovative HVAC products of the highest performance,
efficiency, and value, we are naturally committed to meeting regulatory and certification standards of the relevant
standard setting bodies, including the Air-Conditioning, Heating, and Refrigeration Institute (“AHRI”); the
American National Standards Institute ("ANSI"); American Society of Heating, Refrigeration and Air-Conditioning
Engineers ("ASHRAE"); the AMCA and the International Organization for Standardization ("ISO").
To date, our sales have been primarily derived from the domestic market. Foreign sales accounted for approximately
$39.9 million, $27.6 million, and $14.8 million of our net sales in 2023, 2022, and 2021, respectively. As a
percentage of net sales, foreign sales accounted for approximately 3.4%, 3.1%, and 3.0% of our net sales in each of
those years, respectively.
Products - AAON Oklahoma and AAON Coil Products
Our rooftop and condensing units are primarily installed on commercial or industrial structures. Our air handling
units, self-contained units, geothermal/water-source heat pumps, and coils are suitable for all sizes of commercial
and industrial buildings.
The size of these markets is determined primarily by the number of commercial and industrial building completions
and replacement demand from existing buildings. The replacement market consists of products installed to replace
existing units/components that are worn or damaged and products to upgrade certain components, such as low
leakage dampers, high efficiency heat exchangers and modern controls components.
The commercial and industrial new construction markets are subject to cyclical fluctuations in that they generally
lag behind the housing market. The housing market, in turn, is influenced by cyclical factors such as interest rates,
inflation, consumer spending habits, employment rates, the state of the economy and other macroeconomic
factors. When new construction is down, we emphasize the replacement market. The ratio of sales for new
construction versus replacement is related to various factors. Generally, the cyclicality of the new construction
market impacts this ratio the most over an economic cycle.
We purchase certain components, fabricate sheet metal and tubing and then assemble and test the finished products.
Our primary finished product consists of a single unit system that generates heating and cooling in a self-contained
cabinet, referred to in the industry as “unitary product”. Our other finished products are coils, air handling units,
condensing units, makeup air units, energy recovery units, rooftop units, geothermal/water-source heat pumps, and
controls.
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 28 cooling sizes ranging from six to 140 tons; and the RZ Series, which is offered in 15
cooling sizes ranging from 45 to 261 tons.
When configured as Air-Source Heat Pumps ("ASHP"), the RQ and RN Series (2 to 50 tons), are capable of
operating in ambient outside temperatures as low as zero degrees Fahrenheit. Known as the AAON Alpha Class, our
omni-climate ASHPs are a critical solution that meet the increasing demand for building decarbonization. Utilizing
variable speed technology, these innovative ASHPs provide energy-efficient heating and cooling throughout the year
in virtually any climate.
In addition to our legendary RTUs, we 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.
Our condensing unit, the CF Series, is available from two to 70 tons and can be configured as an Alpha Class ASHP.
Our air handling units consist of the indoor H3 and V3 Series and the modular M2 Series, as well as air handling
unit configurations of the RQ, RN, RZ, and SA Series units.
Our energy recovery option applicable to our RQ, RN, RZ, and SB units, as well as our H3, V3, and M2 Series air
handling units, responds 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.
Our RN, RQ, M2, and SB Series, are AHRI certified in accordance with ANSI/AHRI/ASHRAE/ISO 13256.
Our unitary products (RQ and RN Series) are certified with AHRI and the US Department of Energy to ANSI/AHRI
210/240 up to five tons capacity and ANSI/AHRI 340/360 up to 63 tons capacity.
3
Performance characteristics of our products range in cooling capacity from two to 261 tons and in heating capacity
from 7,200 to 4,500,000 British Thermal Units ("BTUs"). Many of our products far exceed these minimum
standards and are among the highest efficiency products currently available in the market.
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.
Our packaged RTUs with two stage or variable speed compressors are optimized with high efficiency evaporator
and condenser coils and variable speed fans, leading to an AHRI Certified performance up to 20.3 seasonal energy
efficiency ratio ("SEER") and 22.5 integrated energy efficiency ratio ("IEER"). AAON H3/V3 Series energy
recovery wheel air handling units provide energy efficient 100% outside air ventilation by recovering energy that
would otherwise be exhausted from a building.
In addition to the equipment we manufacture, we design and produce high-performance controls solutions that
enhances our equipment’s unique features and capabilities. Our controls division provides factory-developed and
tested control options for Variable Air Volume, Make-Up Air, Single Zone VAV, Constant Volume, and Zoning
systems associated with our products and other HVAC related equipment.
We offer several controls options: the Orion Controller, factory installed customer provided controls, and terminal
block for field installed controls. Most of our controls are Underwriters Laboratories category ZPVI2 compliant and
BACnet Testing Laboratories certified which ensures our products meet internationally recognized standards for
safety, traceability, conformance, and production quality. Our economizer function is California Title 24 certified to
minimize energy consumption. Our proven sequences of operation optimize the performance of our HVAC units.
Out of the box, our controls are user-friendly and configurable to provide a variety of HVAC unit application
options, in addition, we are able to customize our controls to meet customers’ unique requirements.
Products - BASX
The products BASX manufactures are highly engineered and customized products, fully complementing our legacy
business. BASX data center cooling solutions are focused on providing highly configurable, purpose-built
equipment with a focus on efficiency, speed of deployment, and quality. High-performance air-cooled chiller
solutions are provided with indirect airside economization and optional adiabatic assisted cooling, and are designed
to integrate with high performance computing systems requiring direct to chip cooling. White space process cooling
solutions include fan coil walls, computer room air handling ("CRAH") units, overhead fan coils, in-row coolers,
and chilled water air handlers. Packaged solutions include coupled economizing chillers with integrated air handling
units, direct evaporative coolers, and packaged direct expansion ("DX") solutions with airside economizers.
BASX cleanroom products are built to provide environmental control serving critical processes and high-fidelity
control for precise industry requirements. Process cooling solutions include recirculation air handling units and
make up air handling units including integration of piping systems and controls. Environmental control solutions
include modular cleanroom environments, fan filter units, filtered ceiling grids with integral flush mount lighting,
pressurized plenums with integral ceiling grids, and hospital surgical suites.
BASX custom air handling products are primarily used in commercial, industrial, healthcare, and institutional
facilities employing chilled water cooling, packaged direct expansion, heating hot water, indirect gas direct heat,
humidification, dehumidification, filtration, and integrated controls. BASX manufactures plenum fans for
integration into air handling units as well as for replacement applications. BASX also offers integrated sound
performance solutions.
Air Quality Products
The ASHRAE, a professional association with a goal of advancing HVAC systems designs and construction,
established an Epidemic Task Force in 2020 and determined several recommendations to mitigate the spread of the
virus, including humidity control, air filtration, increased outdoor air ventilation, and air disinfection.
Humidity control - We continue to lead the market in developing energy efficient humidity control with the use of
variable capacity compressors and modulating hot gas reheat. Designing HVAC systems with superior humidity
control allows building management to maintain ASHRAE’s recommended ambient relative humidity levels of
40%-60%, the ideal level to inactivate viruses in the air and on surfaces.
Air Filtration - We standardized a design that uses a backward curved fan wheel, which can accommodate higher
airflow and static pressure required for the ASHRAE recommended MERV 13 filtration, the minimum filter level
for virus mitigation, with very little reconfiguration. Prior to 2020, a vast majority of commercial buildings used
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filtration levels of MERV 4 to MERV 8, which has always been acceptable for filtering out typical particulates in
the air stream.
Outdoor Air Ventilation - Our innovative use of energy recovery wheels and energy recovery plates combined with
its superior humidity control design can help building management follow outdoor ventilation air recommendations
while limiting an increase of energy usage and maintaining recommended humidity levels. AAON has been the
leader in Dedicated Outdoor Air Systems ("DOAS") for many years.
On October 31st, 2022, the US Department of Energy ("DOE") released their final ruling concerning DX-DOAS.
These are systems that condition primarily fresh outside air streams to maintain space comfort and air quality.
Starting May 1, 2024 the DOE will begin regulating the efficiency of dedicated outdoor air units separately from
other comfort cooling systems. AAON perceives this as an advantage because our equipment is designed for higher
energy efficiency and superior part load and dehumidification performance than competitors who focus on the initial
sale price of their equipment or do not participate in the certification programs offered by AHRI.
Air Disinfection - Our basic design characteristics allow for an easy installation of ultraviolet lighting equipment. In
addition to this equipment offered as options in new units sold, our basic design characteristics allow for easy
installation in units already used in the field.
Overall, we are well positioned to accommodate the heightened demand for features that can help mitigate virus
transmission and improve indoor air quality. The features that ASHRAE recommends require premium designs and
configurations that are standard in our units. As a result, we are able to incorporate air quality features into our units
at a minimal price premium and with no delivery delay.
Representatives
As of December 31, 2023, we employ a sales staff of 82 individuals and utilize approximately 59 independent
manufacturer representatives’ organizations (“Representatives”) having 139 offices to market our products primarily
in the United States and Canada. Sales are made directly to the contractor or end user, with shipments being made
from our Tulsa, Oklahoma, Longview, Texas, Parkville, Missouri, or Redmond, Oregon facilities to the job site.
Historically, our products and sales strategy focused on niche markets and applications. However, market trends
related to the COVID-19 pandemic and indoor air quality, decarbonization and energy efficiency, and higher energy
prices, have positioned us to focus on a wider spectrum of the nonresidential HVAC equipment industry. The
targeted markets for our equipment are customers seeking products of higher performance and better quality than
those 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
Representatives' sales offices, as well as our two Tulsa, Oklahoma operated retail parts stores, to serve the local
markets. We also have factory service organizations at each of our facilities. 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.
We have a program focused on increasing service capabilities across our North America Representative network, by
assisting Representatives with business plans, providing training, and creating a cohesive network of service
organizations to better meet the operational and maintenance needs of our customer base.
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, including controls; 18 months for data center cooling solutions and cleanroom systems; five 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 our historical RL
products (if applicable). Our warranty policy for the RQ series covers parts for two years from date of unit shipment.
Our warranty policy for the WH and WV Series geothermal/water-source heat pumps covers parts for five years
from the date of installation.
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.
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Major Customers
For the years-ended December 31, 2023, 2022, and 2021, Texas AirSystems accounted for approximately 13.8%,
12.4%, and 11.7% of our sales, respectively. Through portfolio groups, Meriton has an ownership interest in Texas
AirSystems and certain other of our sales representatives. The aggregate sales percentages through Meriton-
affiliated groups that are in addition to Texas AirSystems’ sales for the years-ended December 31, 2023, 2022 and
2021 accounted for an additional 2.3%, 1.4% and 2.7%, respectively. Two other similar groups, Ambient and
Hobbs/Insight, share common ownership of some of our other sales representatives through portfolio groups and for
the year-ended December 31, 2023, aggregate sales through their portfolio groups accounted for approximately
11.5% and 10.2% of our sales, respectively. Sales through the portfolio groups of either Ambient or Hobbs/Insight
did not account for 10% or more of our sales for any years-ended prior to December 31, 2023.
Backlog
Our backlog as of February 1, 2024 was approximately $507.7 million. Management considers the orders that make
up the backlog to be firm commitments with minimal risk of cancellation. This is consistent with historical trends as
we rarely receive cancellations, even during recessionary times. Nonetheless, orders are subject to cancellation, in
which case, cancellation charges apply up to the full price of the equipment. After an order is deemed firm and is
entered into the backlog, lead times to fulfill orders for AAON Oklahoma and AAON Coil Products is generally
around 11 weeks. Orders for BASX product, including orders built at AAON Coil Products' Longview location are
typically placed months in advance of requested delivery to secure production for those projects. As a result,
portions of the backlog do not turn over within our 11 week lead time.
Competition
Our AAON Oklahoma and AAON Coil Products product offerings primarily compete with Lennox (Lennox
International, Inc.), Trane (Trane Technologies plc), York International (Johnson Controls International PLC),
Carrier (Carrier Global Corporation), and Daikin (Daikin Industries). Our BASX product offerings primarily
compete with Vertiv (Vertiv Holdings Co.), STULZ (STULZ Air Technology Systems, Inc.), Munters, Silent Aire
(Johnson Controls International PLC), Nortek (Nortek Air Solutions), and Engineered Air.
All of our publicly traded 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, reliability,
product line recognition, and acceptability of sales outlets. Historically, our premium equipment was sold at a higher
average price compared to most of the competition. In the replacement market and other owner-controlled
purchases, we have been successful at taking market share due to the total value proposition and lower cost of
ownership our products provide to building owners over the life span of the equipment. In the new construction
market where the contractor is the purchasing decision maker, we were often at a competitive disadvantage because
of the emphasis placed on initial cost. However, due to operational efficiency improvements we made over the last
several years, the cost of our semi-custom equipment is more comparable to the standard equipment market. As a
result, the value proposition of our higher quality equipment is now more attractive, making us more competitive in
both the new construction and replacement markets.
Resources
Sources and Availability of Raw Materials
The most important materials we purchase are steel, copper, and aluminum. We also purchase from other
manufacturers certain components, including coils, 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.
We attempt to limit the impact of price fluctuations on these materials by entering into cancellable and non-
cancellable contracts with our major suppliers for periods of six to 18 months. We expect to receive delivery of raw
materials from our contracts for use in our manufacturing operations.
6
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 and expected supply chain restraints. Our working capital requirements are generally met by cash
flow from operations and a bank revolving credit facility, which currently permits borrowings up to $200.0 million
and had a $38.3 million outstanding balance at December 31, 2023. Borrowings available under the revolving credit
facility at December 31, 2023, were $159.4 million. We believe that we will have sufficient funds available to meet
our working capital needs for the foreseeable future.
Research and Development
Our products are engineered for performance, flexibility, and serviceability. This has become a critical factor in
competing in the 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.
We self-sponsor our R&D activities, rather than needing to be customer-sponsored. R&D activities have involved
the RQ, RN, and RZ (rooftop units), H3, SA, V3, and M2 (air handling units), CF (condensing units), and the SA
and SB (self-contained units), as well as component evaluation and refinement, development of control systems and
new product development. R&D expenses incurred were approximately $43.7 million, $46.8 million, and $16.6
million in 2023, 2022, and 2021, respectively. The significant increase for the year ended December 31, 2022 was
related to the inclusion of a full year of operations of BASX (Note 4) as well as our commitment to product
performance and innovation.
Our NAIC research and development laboratory facility includes many unique capabilities, which, to our
knowledge, exist nowhere else in the world. A few features of the NAIC include supply, return, and outside sound
testing at actual load conditions, testing of up to a 300 ton air conditioning system, up to a 540 ton chiller system,
and 80 million BTU/hr of gas heating test capacity. The NAIC carries accreditation from AMCA for standards
AMCA 210 (aerodynamic performance rating) & AMCA 300 (reverberant room sound testing). Environmental
application testing capabilities include -20 to 130°F testing conditions, up to 8 inches per hour rain testing, up to 2
inches per hour snow testing, and up to 50 mph wind testing. We believe we have the largest sound-testing chamber
in the world for testing heating and air conditioning equipment and are not aware of any similar labs that can
conduct this testing while putting the equipment under full environmental load. The unique capabilities of the NAIC
will enable us to lead the industry in the development of quiet, energy efficient commercial and industrial heating
and air conditioning equipment.
The NAIC currently houses twelve testing chambers. These testing chambers allow us to meet and maintain AHRI
and DOE certification and solidify the Company’s industry position as a technological leader in the manufacturing
of HVAC equipment. Current voluntary industry certification programs and government regulations only go up to
63 tons of air conditioning. The NAIC contains both a 100 ton and a 300 ton chamber, allowing us to uniquely prove
to customers our capacity and efficiency on these larger units.
The NAIC was designed to test products well beyond the standard AHRI rating points and allows us to offer testing
services on our equipment throughout our range of product application. This capability is vital for critical facilities
where the units must perform properly and allows our customers to verify the performance of our units in advance,
rather than after installation. These same capabilities have allowed AAON to develop low ambient air source heat
pump products that are unique in being able to address the growing need for these type units that address
electrification initiatives and commitments.
Our Parkville, Missouri location is home to our new Electronics Prototyping Lab ("Lab") featuring a fully functional
SMD (Surface Mount Device) production line. The production line incorporates automated pick-and-place
equipment able to quickly and accurately place devices as small as 0.1mm by 0.2mm, the same technology scale
used in cell phones. The production line also includes a profiled reflow oven to assure reliability in the finished
prototypes. The Lab has allowed us to increase our speed to market and incorporate cutting-edge technology into our
control designs. In addition, it allows our Controls Engineering team to utilize their hardware and software
development skills to outpace our competitors in responding to market changes and upsets.
Patents, Trademarks, Licenses, and Concessions
We do not consider any patents, trademarks, licenses, or concessions to be material to our business operations, other
than those described below.
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We hold several patents that relate to the design and use of our products. We consider these patents important, but
no single patent is material to the overall conduct of our business. We proactively obtain patents to further our
strategic intellectual property objectives. We own certain trademarks we consider important in the marketing of our
products and services, and we protect our marks through national registrations and common law rights. Our patents
have legal terms of 20 years with expiration dates ranging from 2023 to 2039.
The Company’s trademarks, certain of which are material to its business, are registered or otherwise legally
protected in the U.S.
Seasonality
Historically, sales of our products were moderately seasonal with the peak period being May-October of each year
due to timing of construction projects being directly related to warmer weather. However, in recent years, given the
increase in demand of our products and increase in our backlog, sales has become more constant throughout the
year.
Environmental & Regulatory 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.
Since our founding in 1987, we have maintained a commitment to design, develop, manufacture, and deliver heating
and cooling products to perform beyond all expectations and to demonstrate our quality and value to our customers.
Our equipment is designed with energy efficiency in mind, without sacrificing premium features and options. In
addition to our high standard of product performance, is a commitment to sustainability for our employees, our
stockholders, and our customers. We strive to conduct our business in a socially responsible and ethical manner with
a focus on environmental stewardship, team member safety and community engagement. We comply with industry
regulations and requirements while pursuing responsible economic growth and profitability.
In 2023, we published our fifth annual environmental, social, and governance ("ESG") report sharing our approach
in the material areas of stakeholder engagement, innovation and efficiency, environmental responsibility, climate
change, occupational health and safety, talent attraction and retention, diversity and inclusion, community
engagement and investment, corporate governance and ethics and compliance. The report also highlights
achievements and long-term targets related to greenhouse gas emissions, hazardous waste recycling, and non-fossil
fuel consuming products. We participate in a sustainability benchmarking initiative, the Sustainability Alliance
Scor3card, through which we monitor and report in the material areas of energy, material management, water,
community stewardship, transportation, communication, and health. We achieved Platinum level in this program in
2023 and 2022. Our ESG committee provides oversight for ESG activities, ESG report development and an internal
grassroots sustainability committee provides education opportunities, communications and recommendations to the
Company on a regular basis.
We are committed to environmental responsibility and continue to make progress toward reducing greenhouse gas
("GHG") emissions, increasing paint byproduct recycling from our facilities and increasing the percentage of non-
fossil fuel powered units we produce. Our approach toward emissions reduction and climate change includes product
solutions for our customers and improvements to our own facilities. Approximately 36% of our energy portfolio is
currently derived from renewable sources, and the Company's Scope 1 and 2 emissions (emissions that occur from
sources that are controlled or owned by an organization and emissions associated with the purchase of electricity,
steam, heat, or cooling) are being tracked. We opted into an additional percentage of renewable energy at our Tulsa,
Oklahoma facilities in 2022, continued to invest and partner on projects that reduce GHG emissions globally and
have begun the transition to the lower global warming potential R-454B refrigerant. We continue to develop and
manufacture non-fossil fuel consuming units to provide the most sustainable commercial HVAC equipment in the
market and announced the zero degree cold air-source heat pump in 2022 as a critical solution that meets the
increasing demand for building decarbonization in cold climates.
In the area of energy efficiency and conservation, our Tulsa, Oklahoma and Longview, Texas facilities have
transitioned to nearly 100% LED lighting in our facilities leading to considerable cost savings and reduced energy
consumption. Our Redmond, Oregon facilities are installing LED lights into any new fixtures in their current facility
and working towards retrofitting old fixtures to LED. We participate in an energy demand response program through
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the public utility provider to reduce demand during peak hours. Energy efficiency has been a priority not only in
product development, but also in overall capital investments which include the acquisition of new, energy efficient
equipment for the production floor, new high-speed overhead facility doors, the installation of new HVAC
equipment, building control systems, the application of heat and light reflective material to production facilities,
along with other behavioral-based energy efficiency changes. We are tracking our energy usage intensity before and
after these updates. We also opened the Customer Exploration Center in 2023, a net-zero facility powered by solar
and geothermal energy.
In the area of material management, we focus on recycling, reducing, reusing and sourcing more environmentally-
friendly materials into our processes. At our Tulsa, Oklahoma and Longview, Texas facilities, we recycled over
13,678 tons, 14,928 tons, and 13,793 tons of metal in 2023, 2022, and 2021, respectively. Also, through our
partnership with a waste to energy facility, we successfully diverted over 694 tons, 668 tons, and 460 tons of waste
from landfills in 2023, 2022, and 2021, respectively. We have identified paint product recycling partners at both our
Tulsa, Oklahoma and Longview, Texas facilities. We also recycle paper, wood, and cardboard where available. We
continue to innovate ways to reduce and reuse shipping packaging between facilities and identify new opportunities
to reduce or reuse items in our production and administrative areas.
Human Capital Resources
Our employees are not represented by unions or other collective bargaining agreements. Management considers its
relations with our employees to be good. The following table represents the number of our direct employees and
contract personnel we employed on each respective date:
As of
As of
As of
February 20, 2024
February 22, 2023
February 23, 2022
AAON Oklahoma
AAON Coil Products
BASX
Total employees
2,663
586
607
3,856
2,474
681
511
3,666
1,979
574
328
2,881
Our key human capital measures include employee safety, turnover, absenteeism, and production. We frequently
benchmark our compensation practices and benefits programs against those of comparable industries and in the
geographic areas where our facilities are located. We believe that our compensation and employee benefits are
competitive and allow us to attract and retain skilled and unskilled labor throughout our organization. Some of our
notable health, welfare, and retirement benefits include:
Employee medical plan (with 175% employer health saving plan match)
401(k) Plan (with 175% employer match)
Profit sharing bonus plan
Tuition assistance program
Paid time off
Paid parental leave
•
•
•
•
•
•
• Military pay
•
•
•
Short-term and long-term disability
Identity theft protection
Group life insurance
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.
9
Item 1A. Risk Factors.
The following risks and uncertainties may affect our performance and results of operations. The discussion below
contains “forward-looking statements” as outlined in the Forward-Looking Statements section above. Our ability to
mitigate risks may cause our future results to materially differ from what we currently anticipate. Additionally, the
ability of our competitors to react to material risks will affect our future results.
Risks Related to the COVID-19 Pandemic
Our business, results of operations, financial condition, cash flows, and stock price can be adversely affected
by pandemics, epidemics, or other public health emergencies, such as COVID-19.
In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and the President of the
United States declared the COVID-19 outbreak a national emergency. The outbreak resulted in governments around
the world implementing increasingly stringent measures to help control the spread of the virus, including
quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures,
vaccination or testing mandates and other measures. In addition, governments and central banks in several parts of
the world enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.
We are considered a critical infrastructure industry, as defined by the U.S. Department of Homeland Security.
Although we have continued to operate our facilities to date consistent with federal guidelines and state and local
orders, the outbreak of COVID-19 and any preventive or protective actions taken by governmental authorities may
have a material adverse effect on our operations, supply chain, customers, and transportation networks, including
business shutdowns or disruptions. During 2023, 2022, and 2021 we experienced some price increases in our
components and raw materials, which appear to be a result of COVID-19 and subsequent inflation, as well as supply
chain challenges related to certain manufacturing parts.
Even though the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business
due to any resulting economic recession or depression. Additionally, concerns over the economic impact of
COVID-19 have caused extreme volatility in financial and other capital markets which may adversely impact our
stock price and our ability to access capital markets. To the extent the COVID-19 pandemic adversely affects our
business and financial results, it may also have the effect of heightening many of the other risks described in this
Annual Report, such as those relating to our products and financial performance.
Risks Related to Our Business
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.
Our results of operations and financial condition could be negatively impacted by the loss of one or more
major customers.
From time to time in the past we derived a significant portion of our sales from a limited number of customers, and
such concentration may continue in the future. The loss of, or significant reduction in sales to significant customers
(or a related portfolio group of customers) could have a material adverse effect on our results of operations, financial
condition and cash flow. Further, the addition of new major customers in the future could increase our customer
concentration risks as described above.
Our results of operations and financial condition could be negatively impacted by the loss of a major third-
party representative.
We are dependent on our third-party representatives to market and sell our products. If such relationships were
terminated or impaired for any reason, it could materially and adversely affect our ability to generate revenues and
profits. Certain of our competitors with greater financial resources than us could target our third-party
representatives for exclusive sales channels. We may not be able to secure additional third-party representatives who
will effectively market our products in certain geographical areas. In addition, adding new representatives requires
10
additional administrative efforts and costs. If we are unable to establish new representative relationships or continue
current relationships, or terminate and replace our third-party representatives, our business, financial condition, and
results of operations could be materially and adversely affected.
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. An excess of or significant claim(s) could lead to the cancellation
of our polices and the loss of and inability to find additional insurance carriers. 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 depend on our senior leadership team and the loss of our Chief Executive Officer or one or more key
employees or an inability to attract and retain highly skilled employees could adversely affect our business.
Our success depends largely upon the continued services of our officers and senior leadership team. In particular,
our Chief Executive Officer ("CEO"), Gary D. Fields, is critical to our vision, strategic direction, culture, and overall
business success. Furthermore, Mr. Fields' extensive industry knowledge and sales-channel experience would be
difficult to replace. We also rely on our senior leadership team in the areas of research and development, marketing,
production, sales, and general and administrative functions. From time to time, there may be changes in our senior
leadership team resulting from the hiring or departure of senior leadership team members, which could disrupt our
business. While we have a robust succession plan in place for each one of our officers and senior leadership team
members, the loss of one or more could have a serious adverse effect on our business.
We do not maintain key-man insurance for Gary D. Fields or any other member of our senior leadership team. Other
than the employment agreements negotiated with certain employees of BASX, we do not have employment
agreements with our officers or senior leadership team members that require them to continue to work for us for any
specified period and, therefore, they could terminate their employment with us at any time. The employment
agreements with the employees of BASX guarantee certain compensation, such as salary and benefits, and
employment terms. We do not believe the terms or conditions of these agreements are outside the standard
expectation of another employee at a similar level.
Operations may be affected by natural disasters, especially since most of our operations are performed at a
single location.
Natural disasters such as tornadoes, ice storms and fires, as well as accidents, acts of terror, infection, and other
factors beyond our control could adversely affect our operations. Our facilities are in areas where tornadoes are
likely to occur, and the majority of our operations are at our Tulsa, Oklahoma facilities. With the acquisition of
BASX in 2021, we now have operations in an area that is, historically, impacted by wild fires. 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.
Furthermore, we may experience significant increases in our insurance premium costs in relation to these matters
that may have a material adverse effect upon our business, liquidity, financial condition, or results of operations.
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 certain 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. 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
11
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.
Risks Related to Our Brand and Product Offerings
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 effect 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,
manufacturing lead-times, 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.
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. Furthermore, our continued investment in new product development may render certain legacy products
and components obsolete resulting in increased inventory obsolescence expense that may have a material adverse
effect upon our financial condition or results of operations.
Risks Related to Material Sourcing and Supply
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 non-cancellable contracts
on terms from six to 18 months for raw materials and components. 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 contracts.
Historically, we have attempted to limit the impact of price fluctuations on commodities by entering into non-
cancellable contracts with our major suppliers for periods of six to 18 months. We expect to receive delivery of raw
materials from our contracts for use in our manufacturing operations. These contracts are not accounted for using
hedge accounting since they meet the normal purchases and sales exemption. The use of such contracts could cause
us to forego the economic benefits we would otherwise realize if prices were to change in our favor. Additionally,
should there be a downturn in the market, we could be committed to purchase more materials than necessary for our
production and carry excess inventory which could result in additional costs to the business.
12
Risks Related to Electronic Data Processing and Digital Information
Our business is subject to the risks of interruptions by cybersecurity attacks.
We depend upon information technology infrastructure, including network, hardware and software systems to
conduct our business. Despite our implementation of network and other cybersecurity measures, our information
technology system and networks could be disrupted due to technological problems, a cyber-attack, acts of terrorism,
severe weather, a solar event, an electromagnetic event, a natural disaster, the age and condition of information
technology assets, human error, or other reasons. To date, we have not experienced a material impact to our business
or operations resulting from cyber-security or other similar information attacks, but due to the ever-evolving attack
methods, as well as the increased amount and level of sophistication of these attacks, our security measures may not
be adequate to protect against highly targeted sophisticated cyber-attacks, or other improper disclosures of
confidential and/or sensitive information. Additionally, we may have access to confidential or other sensitive
information of our customers, which, despite our efforts to protect, may be vulnerable to security breaches, theft, or
other improper disclosure. Any cyber-related attack or other improper disclosure of confidential information could
have a material adverse effect on our business, as well as other negative consequences, including significant damage
to our reputation, litigation, regulatory actions, and increased cost.
We are reliant on information technology.
We are reliant on information technology in all aspects of our business, operated and maintained by the Company as
well as under control of third parties. If we do not invest sufficient capital in a timely manner to acquire, develop, or
implement new information technologies or maintain or upgrade current information technologies, we could suffer
outages as well as be at a competitive disadvantage within our industry which could have a material adverse effect
upon our financial condition and results of operations.
Risks Related to Governmental Regulation and Policies
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 and policies.
We always face the possibility of new governmental regulations, policies and trade agreements which could have a
substantial or even extreme negative effect on our operations and profitability. Several 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 Department of Energy 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.
13
Our operations could be negatively impacted by new legislation as well as changes in regulations and trade
agreements, including tariffs and taxes. Unfavorable conditions resulting from such changes could have a material
adverse effect on our business, financial condition and results of operations.
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.
Changes in legislation or government regulations or policies could adversely affect our results of operations.
Our sales, gross margins and profitability could be directly impacted by changes in legislation or government
regulations or policies. Specifically, changes in environmental and energy efficiency standards and regulations
related to global climate change are being implemented to curtail the use of hydrofluorocarbons which are used in
refrigerants that are essential to many of our products. Our inability or delay in developing or marketing products
that match customer demand while also meeting applicable efficiency and environmental standards may negatively
impact our results.
We are transitioning to a new refrigerant with lower global warming potential for our HVAC systems and must be
fully compliant under current governmental regulations by 2025. We expect to incur costs associated with this
transition related to the purchase of the new refrigerant as well as additional sensors and detectors on our HVAC
systems. In addition, we expect to incur cost to our facilities, specifically costs to store and use the new refrigerant in
production; however, we do not expect these costs to be significant. Due to the increased flammability of the new
refrigerant, the insurance industry may require higher premiums for companies once the conversion begins.
Furthermore, due to the expected increased demand of the newer refrigerants as well as the older hydrofluorocarbon
refrigerants (as they are phased out), we expect to see increased manufacturing costs related to purchases of
refrigerants and could see higher costs for future warranty claims. As with any significant regulatory change, delays
or other changes to implementation timing could also have a negative impact on our operations and profitability.
Additionally, regulations that reduce or eliminate the use of fossil fuels such as natural gas and propane may reduce
or eliminate sales of gas fired equipment for which AAON holds a strong market position. This will result in a shift
to more air- and water-cooled heat pump type units to provide space heating. This shift in product line could affect
production productivity material costs and aftermarket warranty costs.
Future legislation or regulations relating to environmental policies, product certification, product liability, taxes,
amount and availability of tax incentives and other matters, may impact the results of each of our operating
segments and our consolidated results.
Item 1B. Unresolved Staff Comments.
None.
ITEM 1C. Cybersecurity
Cybersecurity risk management and strategy
Our cybersecurity risk management is based on recognized cybersecurity industry frameworks and standards,
including those of the National Institute of Standards and Technology ("NIST"), the Center for Internet Security
("CIS"), the Computer Objectives for Information and related Technology ("COBIT"), and the International
Organization for Standardization ("ISO"). We use these frameworks, together with information collected from
14
internal assessments, to develop policies for use of our information assets, access to specific intellectual property or
technologies, and protection of personal information. We protect these information assets through industry-standard
techniques, such as multifactor authentication and malware defenses. We also work with internal stakeholders across
the company to integrate foundational cybersecurity principles throughout our organization’s operations, including
employment of multiple layers of cybersecurity defenses, restricted access based on business need, and integrity of
our business information. Throughout the year, we also regularly train our employees on cybersecurity awareness,
confidential information protection and simulated phishing attacks.
We engage third-party assessors to conduct penetration testing and measure our program to industry standard
frameworks as needed. We also have standing engagements with incident response experts and external counsel. We
frequently collaborate with industry experts and cybersecurity practitioners at other companies to exchange
information about potential cybersecurity threats, best practices and trends.
Our cybersecurity risk management is an important part of our comprehensive business continuity program and
internal risk management. Our information security team periodically engages with a cross-functional group of
subject matter experts and leaders to assess and refine our cybersecurity risk posture and preparedness. We practice
our response to potential cybersecurity incidents through regular tabletop exercises, threat hunting and red team
exercises.
For more information about cybersecurity risks, see the Risk factors discussion in Item 1A of this Form 10-K.
Governance of cybersecurity risk management
The board of directors, as a whole, has oversight responsibility for our strategic and operational risks. The audit
committee assists the board of directors with this responsibility by reviewing and discussing our risk assessment and
risk management practices, including cybersecurity risks, with members of management. The audit committee, in
turn, periodically reports on its review with the board of directors.
Management is responsible for day-to-day assessment and management of cybersecurity risks. Our chief information
officer has primary oversight of material risks from cybersecurity threats. Our chief information officer has more
than 25 years of experience across various engineering, business and management roles, including leading the
development and implementation of information technology strategies and roadmaps for manufacturing automation.
Our chief information officer assesses our cybersecurity readiness through internal assessment tools as well as third-
party control tests, vulnerability assessments, audits and evaluation against industry standards. We have governance
and compliance structures that are designed to elevate issues relating to cybersecurity to our chief information
officer, such as potential threats or vulnerabilities. We also employ various defensive and continuous monitoring
techniques using recognized industry frameworks and cybersecurity standards.
Our chief information officer meets with the audit committee periodically to review our information technology
systems and discuss key cybersecurity risks. In addition, the chief financial officer reviews with the audit committee
at least annually our risk management program, which includes cybersecurity risks, and is also reported to the board.
Item 2. Properties.
Our manufacturing areas are heavy industrial type buildings, with some coverage by overhead cranes, containing
manufacturing equipment designed for sheet metal fabrication, metal stamping and tube forming. The manufacturing
equipment contained in the facilities consists primarily of automated sheet metal fabrication equipment,
supplemented by presses and tube bending equipment. Assembly lines consist of cart-type and roller-type conveyor
lines with variable line speed adjustment. Subassembly areas and production line manning are based upon line rates
set by production management.
We own and lease our properties and facilities, as further described below. We believe that all of our facilities are
well maintained and are in good condition and suitable for the conduct of our business.
AAON Oklahoma
Our plant and office facilities in Tulsa, Oklahoma, consist of a 342,000 square foot building (327,000 square feet of
manufacturing/warehouse space and 15,000 square feet of office space) located on a 12-acre tract of land at 2425
South Yukon Avenue. Additionally we own a 940,000 square foot manufacturing/warehouse building and a 70,000
square foot office building located on an approximately 79-acre tract of land across the street from the original
facility (2440 South Yukon Avenue) and a 40,000 square foot building used as warehouse space located on a 6-acre
tract.
15
In 2023, we acquired an additional 17-acre tract of land adjacent to the east side of the current 12-acre tract. We also
lease a 198,000 square foot warehouse space which is used for additional inventory storage in Tulsa, Oklahoma.
In addition to a retail parts store location at our Tulsa facilities, we also own a 13,500 square foot stand alone
building (7,500 square foot warehouse and 6,000 square foot office) which is utilized as an additional retail parts
store to provide our customers more accessibility to our products. The stand alone parts store building is on
approximately one acre and is located at 9528 E 51st St in Tulsa, Oklahoma.
Our Tulsa location is also home to our engineering research and development laboratory, the NAIC. The three-story,
134,000 square foot stand alone facility is both an acoustical and a performance measuring laboratory. This facility
currently consists of twelve test chambers, allowing AAON to meet and maintain industry certifications. This
facility is located west of the 940,000 square foot manufacturing/warehouse building at 2440 South Yukon Avenue.
In 2023, we opened our Exploration Center at our Tulsa location. The Exploration Center is a 28,000 square foot
facility located adjacent to the NAIC. The Exploration Center provides an immersive and educational experience of
our products, solutions and our people and also serves as an event hub for our stakeholders, including our customers,
employees, representatives and investors. The Exploration Center adds a dimension of customer engagement that
showcases our products and our competitors' products and allows our customers to interact with our employees.
Our operations in Parkville, Missouri, are conducted in a leased plant/office at 8500 NW River Park Drive. This
location is home to our Controls design and manufacturing facilities. In October 2022, we modified the existing
lease to increased our manufacturing and office space to approximately 86,000 square feet. During mid-2023, we
began utilizing this additional space for manufacturing operations.
AAON Coil Products
Our plant and office facilities in Longview, Texas, consist of a 263,000 square foot building (256,000 square feet of
manufacturing/warehouse space and 7,000 square feet of office space) located on a 13-acre tract of land, a 222,000
square foot building (210,000 square feet of manufacturing/warehouse space and 12,000 square feet of office space)
located on an approximately 22-acre tract of land, and a 5,000 square foot building utilized as a retail parts store
which we lease to a Representative of the Company. All of these facilities are located on Gum Springs Road.
In January 2023, we purchased additional real property and improvements consisting of 64,000 square feet of
warehouse space located on a 10-acre tract of land at 115 Kodak Boulevard in Longview, Texas.
In April 2023, we broke ground on an expansion to our 222,000 square foot building. The expansion consists of
237,500 square feet of office and manufacturing space that will be dedicated to unit production. We expect that we
will be able to utilize this space in late 2024.
BASX
Our operations in Redmond, Oregon, are conducted in a plant/office at 3500 SW 21st Place, containing
approximately 194,000 square feet (169,000 square feet of manufacturing/warehouse space and 25,000 square feet
of office space) on a 13-acre tract of land.
In August 2022, we purchased additional real property of approximately one-acre adjacent to the plant/office at 3500
SW 21st Place, to facilitate future growth of our operations. In the third quarter of 2023, we broke ground on an
approximate 30,000 square foot fabrication facility residing on the one-acre tract of land. We expect to be in
operation in this facility in late 2024.
We lease several properties near our main Redmond, Oregon location. In the aggregate, these properties contain
approximately 104,500 square feet of additional warehouse space. Additionally, we lease an office of approximately
4,000 square feet located at 1725 Blankenship Road, West Linn, Oregon.
Item 3. Legal Proceedings.
See Note 18 of the Consolidated Financial Statements.
Item 4. Mine Safety Disclosure.
Not applicable.
16
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
Market Information - Our common stock is quoted on the NASDAQ Global Select Market under the symbol
“AAON”. As of the close of business on February 23, 2024, there were 1,030 holders of record of our common
stock.
Dividends - At the discretion of the Board of Directors, we pay cash dividends. Board approval is required to
determine the date of declaration and amount for each cash dividend payment.
Our cash dividends for the three years ended December 31, 2023 are as follows:
Declaration Date1
May 17, 2021
Record Date
June 3, 2021
Payment Date
July 1, 2021
November 9, 2021
November 26, 2021
December 17, 2021
May 18, 2022
June 3, 2022
July 1, 2022
November 8, 2022
November 28, 2022
December 16, 2022
March 1, 2023
May 18, 2023
March 13, 2023
March 31, 2023
June 9, 2023
June 30, 2023
August 18, 2023
September 8, 2023
September 29, 2023
November 10, 2023
November 29, 2023
December 18, 2023
Dividend
per Share2
$0.13
Annualized Dividend
per Share2
$0.26
$0.13
$0.13
$0.16
$0.08
$0.08
$0.08
$0.08
$0.26
$0.26
$0.32
$0.32
$0.32
$0.32
$0.32
1 Effective with the cash dividend declared on March 1, 2023 (paid on March 31, 2023), the Company moved from semi-annual cash dividends to
quarterly cash dividends.
2 Reflects three-for-two stock split effective August 16, 2023.
Stock Split - On July 7, 2023, 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. Stockholders of record at the close of business on July 28, 2023
received one additional share for every two shares they held as of that date on August 16, 2023 (ex-dividend date
August 17, 2023).
Share-Based Compensation Plans - The following is a summary of our share-based compensation plans as of
December 31, 2023:
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))
161,854
1,862,571
$
$
15.02
29.55
—
5,070,436
Plan category
The 2007 Long-Term
Incentive Plan
The 2016 Long-Term
Incentive Plan
17
Issuer Purchases of Equity Securities - Repurchases during the fourth quarter of 2023, which include repurchases
from our employee repurchase program, were as follows:
ISSUER PURCHASES OF EQUITY SECURITIES
(a)
Total
Number
of Shares
(or Units
Period
Purchased)
October 2023
November 2023
December 2023
Total
1,158 $
180
348
1,686 $
(b)
Average
Price
Paid
(Per Share
or Unit)
(c)
Total Number
of Shares (or
Units) Purchased
as part of
Publicly Announced
Plans or Programs
(d)
Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that may yet be
Purchased under the
Plans or Programs
54.89
61.00
70.99
58.86
1,158
180
348
1,686
—
—
—
—
Contingent Shares Issued in BASX Acquisition - On December 10, 2021, we closed on the acquisition of BASX
(Note 4). Under the MIPA Agreement, we committed to $78.0 million in the aggregate of contingent consideration
to the former owners of BASX, which is payable in approximately 1.56 million shares of AAON stock, par value
$0.004 per share. The shares do not accrue dividends.
Under the MIPA Agreement, the potential future issuance of the shares is contingent upon BASX meeting certain
post-closing earn-out milestones during each of the years ended 2021, 2022, and 2023. We estimated the fair value
of contingent consideration related to these shares to be approximately $60.0 million, which is included in additional
paid-in capital on the consolidated balance sheets. As of December 31, 2023, 0.58 million, and 0.73 million shares
related to the earn-out milestones for the years ended 2022 and 2021, respectively, have been issued to the former
owners of BASX as private placements exempt from registration with the SEC under Rule 506(b), which are
included in common stock on the consolidated statements of stockholders' equity.
Rule 10b5-1 Trading Arrangements - The following table describes contracts, instructions or written plans for the
purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Name and Title of Director or Officer
Stephen E. Wakefield
Vice President and Chief Operating Officer
Date of Adoption of
Arrangement
November 23, 2022
Duration of the
Arrangement
Terminated May 17, 2023
Aggregate Number of
Securities to be
Purchased or Sold
Pursuant to the
Arrangement
95,788
Stephen E. Wakefield
September 13, 2023
Terminated December 27,
2023
181,000
Vice President and Chief Operating Officer
18
Comparative Stock Performance Graph
The following performance graph compares our cumulative total shareholder return for the Company’s common
stock for the five-year period ending on December 31, 2023, compared to an overall stock market index (the
NASDAQ Composite Index) and the Company’s peer group index (S&P 600 Capital Goods Industry Group Index).
We believe the S&P 600 Capital Goods Industry Group Index best represents our relative peer group based on our
current business and market capitalization. The graph assumes that $100 was invested at the close of trading
December 31, 2018, with the reinvestment of dividends since that date. This table is not intended to forecast future
performance of our Common Stock.
Comparison of Five Year Cumulative Total Return
Assumes Initial Investment of $100
December 31, 2018
350
300
250
200
150
100
2018
2019
2020
2021
2022
2023
AAON Inc.
NASDAQ
S&P 600 Capital Goods
Company / Index
2018
2019
2020
2021
2022
2023
AAON, Inc.
$
100 $
142 $
193 $
231 $
220 $
NASDAQ Composite Index
100
137
198
242
163
S&P 600 Capital Goods Industry Group Index $
100 $
130 $
150 $
188 $
180 $
326
236
249
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.
Item 6. Reserved.
19
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
The following discussion summarizes the significant factors affecting the consolidated operating results, financial
condition and liquidity of the Company for the year ended December 31, 2023. This discussion should be read in
conjunction with the other sections of this Annual Report on Form 10-K, including the consolidated financial
statements and related notes contained in Item 8, Financial Statements and Supplementary Data. A detailed
discussion of the year to year changes for the years ended December 31, 2022 and 2021 is not included herein and
can be found in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of
Operations section of the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
Description of the Company
AAON is a leader in HVAC solutions for commercial and industrial indoor environments. The company’s industry-
leading approach to designing and manufacturing highly configurable equipment to meet exact needs creates a
premier ownership experience with greater efficiency, performance, and long-term value. AAON is headquartered
in Tulsa, Oklahoma, where its world-class innovation center and testing capabilities enable continuous advancement
toward a cleaner and more sustainable future.
We engineer, manufacture, and sell premium heating, ventilation, and air conditioning equipment consisting of
semi-custom and custom rooftop units, data center cooling solutions, cleanroom systems, packaged outdoor
mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-
source heat pumps, coils, and controls. These products are marketed and sold to a variety of vertical markets
including retail, manufacturing, educational, lodging, supermarket, data centers, medical and pharmaceutical,
industrial, and other commercial markets. We sell 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 uncertainty of the economy negatively impacted the commercial and industrial
new construction markets in 2020 and the first half of 2021. Since mid-2021, nonresidential construction spending
has been strong, recovering well beyond pre-2020 levels and finishing 2023 near record levels. Recently, however,
certain leading indicators, including architectural billings and construction starts, signal a slowing in construction
spending within the next 12 months. Furthermore, some economic general indicators are suggesting the general
economy is slowing, which could also impact the replacement market. If the domestic economy were to slow or
enter a recession, this could result in a decline in our sales volume and profitability. Sales in the commercial and
industrial new construction markets generally lag the housing market, which in turn is influenced by cyclical factors
such as interest rates, inflation, consumer spending habits, employment rates, the state of the economy and other
macroeconomic factors over which we have no control. Sales in the replacement markets are driven by various
factors, including general economic growth, the Company's new product introductions, fluctuations in the average
age of existing equipment in the market, government regulations and stimulus, change in market demand between
more customized, higher performing HVAC equipment and lower priced standard equipment, as well as many other
factors. When new construction is down, we emphasize the replacement market.
We sell our products to property owners and contractors mainly through a network of independent manufacturers’
Representatives. This go-to-market strategy is unique compared to most of our larger competitors in that most
control their sales channel. We value the independent sales channel as we think it is a more effective way of
increasing market share. Although we concede full control of the sales process with this strategy, the entrepreneurial
aspect of the independent sales channel attracts the most talent and provides greater financial incentives for its
salespeople. Furthermore, the independent sales channel sells different types of equipment from various
manufacturers, allowing it to operate with more of a solutions-based mindset, as opposed to an internal sales
department of a manufacturing company that is incentivized to only sell its equipment regardless if it is the best
solution for the end customer. We also have a small internal sales force that supports the relationships between the
Company and our sales channel partners. BASX sells highly customized products for unique applications for a more
concentrated customer base and an internal sales force is more effective for such products.
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, and are obtained from domestic suppliers. We also purchase from domestic manufacturers
certain components, including coils, compressors, motors, and electrical controls.
20
The price levels of our raw materials fluctuate due to various economic factors within the U.S. and global
economy. For the year ended December 31, 2023, the prices for copper, galvanized steel, and stainless steel
decreased by approximately 4.5%, 38.9%, and 3.3%, respectively, and aluminum increased by approximately 15.5%
from 2022.
We attempt to limit the impact of price fluctuations on these materials by entering into cancellable and non-
cancellable contracts with our major suppliers for periods of six to 18 months. We expect to receive delivery of raw
materials from our contracts for use in our manufacturing operations.
We occasionally increase the price of our products to help offset any inflationary headwinds. In recent years, price
increases have been more frequent due to the amount of inflation the business has endured. In 2021, we
implemented three price increases. In 2022, we implemented two significant price increases as well as a recurring
1% monthly price increase beginning June 1, 2022 and ending on April 1, 2023. We reinstated a recurring 1%
monthly price increase on October 1, 2023 and carried that through February 1, 2024.
Additionally, we continue to experience challenges in a tight labor market, especially the hiring of both skilled and
unskilled production labor. We have implemented the following wage increases to remain competitive and to attract
and retain employees:
•
•
•
•
•
•
In March 2021, we awarded annual merit raises for an overall 5.0% increase to wages.
In July 2021, we increased starting wages for our production workforce by 7.0%.
In October 2021, we implemented a cost of living increase of 3.5% in place for all employees
below our Senior Leadership Team ("SLT") which consists of officers and key members of
management.
In March 2022, we awarded annual merit raises for an overall 3.0% increase to wages.
In October 2022, we implemented a cost of living increase of 3.5% in place for all employees
below the SLT level.
In March 2023, we awarded annual merit raises for an overall 3.9% increase to wages.
We will continue to implement human resource initiatives to retain and attract labor to further improve productivity
and production efficiencies.
21
Backlog
The following table shows our historical backlog levels:
December 31,
2023
December 31,
2022
(in thousands)
$
510,028
$
548,022
While our backlog is down at December 31, 2023 compared to December 31, 2022, our bookings remain strong. The
year-ended December 31, 2022 was a record year for bookings and our backlog was elevated causing us to extend
lead times. Investments made in our facilities and workforce have significantly improved our capacity and
operational efficiencies. Production rates are at all time highs, trimming our backlog down to a more manageable
size and allowing our lead times to improve.
Consolidated Results of Operations
Net Sales
Cost of Sales
Gross Profit
Selling, general and administrative expenses
Gain on disposal of assets
Income from operations
Years Ended December 31,
2023
2022
(in thousands)
$
1,168,518
$
888,788
769,498
399,020
171,539
651,216
237,572
110,823
(13)
(12)
$
227,494
$
126,761
The following are highlights of our results of operations, cash flows, and financial condition:
•
•
Net sales for 2023 grew 31.5% to $1,168.5 million due to record production rates and price increases
realized during the period as compared to the same period in the prior year.
Overall gross margin increased 740 basis points in 2023 due to increased organic volumes for operational
efficiencies and better overhead absorption.
• We continue to invest in the future growth of the Company as evidenced by our $104.3 million in capital
expenditures in 2023, an increase $50.3 million or 93.1% when compared to 2022 .
• We completed the repurchase of $25.0 million of shares under our current share repurchase authorization.
We report our financial results based on three reportable segments: AAON Oklahoma, AAON Coil Products, and
BASX, which are further described in Item 1 and Item 8. The Company's chief decision maker ("CODM"), our
CEO, allocates resources and assesses the performance of each operating segment using information about the
operating segment's net sales and income from operations. The CODM does not evaluate operating segments using
asset or liability information.
22
Segment Operating Results for the Years Ended December 31, 2023 and 2022
For the years ended December 31,
2023
Percent of
Sales2
2022
Percent of
Sales1
$ Change
%
Change
(in thousands)
Net Sales2
AAON Oklahoma
$
897,919
76.8 % $
663,845
74.7 % $
234,074
AAON Coil Products
BASX
Net sales
Cost of Sales2
AAON Oklahoma
AAON Coil Products
BASX
112,320
158,279
9.6 %
107,290
12.1 %
5,030
13.5 %
117,653
13.2 %
40,626
$ 1,168,518
$
888,788
$
279,730
$
577,852
64.4 %
490,862
73.9 % $
86,990
82,996
108,650
73.9 %
68.6 %
73,979
86,375
69.0 %
9,017
73.4 %
22,275
Cost of sales
$
769,498
65.9 % $
651,216
73.3 % $
118,282
35.3 %
4.7 %
34.5 %
31.5 %
17.7 %
12.2 %
25.8 %
18.2 %
Gross Profit2
AAON Oklahoma
AAON Coil Products
BASX
Gross profit
$
320,067
35.6 % $
172,983
26.1 % $
147,084
85.0 %
29,324
49,629
26.1 %
31.4 %
33,311
31,278
31.0 %
(3,987)
(12.0) %
26.6 %
18,351
$
399,020
34.1 % $
237,572
26.7 % $
161,448
58.7 %
68.0 %
1 Cost of sales and gross profit for each segment are calculated as a percentage of the respective segment's net sales. Total cost of sales and total
gross profit are calculated as a percentage of total net sales.
2 Presented after intercompany eliminations.
Total net sales increased $279.7 million, or 31.5%, with 17.0% of the increase coming from realization of price
increases and the remaining 14.5% coming from increases in organic volume. AAON Coil Products had a smaller
backlog and along with inefficiencies related to implementing a new production line of BASX product at AAON
Coil Products led to smaller year over year increase sales for this segment. The increase in BASX net sales is
primarily related to large jobs in the data center market as a result of the revenue synergies created by being part of
AAON.
Gross profit as a percent of sales increased to 34.1% during 2023 as compared 26.7% in 2022. As noted above,
realization of price increases has improved our margin profile along with the slowing of inflation. Additionally, most
of the organic growth noted above comes from our AAON Oklahoma segment, significantly improving overhead
absorption and margin performance. The increase in net sales at BASX has improved their overhead absorption, thus
increasing their gross profit margin year over year.
As shown in the table below, we've experienced year over year fluctuations in the cost of several raw materials. We
implemented multiple price increases during 2022 and 2023 to counteract the increased cost of material. Some of the
price increases have yet to be realized. Additionally, in order to retain our existing employees, we continue to award
periodic raises in addition to our annual merit raises to our employees.
23
Raw Material Costs
Twelve month average raw material cost per pound as of December 31:
2023
2022
% Change
Copper
Galvanized Steel
Stainless Steel
Aluminum
$
$
$
$
5.35
0.58
3.19
2.54
$
$
$
$
5.60
0.95
3.30
2.20
(4.5) %
(38.9) %
(3.3) %
15.5 %
Selling, General and Administrative Expenses
Years Ended December 31,
Percent of Sales
2023
2022
2023
2022
Warranty
Profit Sharing
Salaries & Benefits
Stock Compensation
Advertising
Depreciation & Amortization
Insurance
Professional Fees
Donations
Other
(in thousands)
$
16,165
$
24,590
53,281
9,318
2,594
13,761
5,354
15,372
1,242
29,862
Total SG&A $
171,539
$
8,497
14,009
41,351
7,025
2,353
8,050
3,755
5,754
1,134
18,895
110,823
1.4 %
2.1 %
4.6 %
0.8 %
0.2 %
1.2 %
0.5 %
1.3 %
0.1 %
2.6 %
1.0 %
1.6 %
4.7 %
0.8 %
0.3 %
0.9 %
0.4 %
0.6 %
0.1 %
2.1 %
14.7 %
12.5 %
Selling, general and administrative expenses increased $60.7 million or 54.8% during 2023 as compared to the prior
year. As a percentage of sales, selling, general and administrative increased from 12.5% to 14.7%. Most of the
increase is due to professional fees that increased $9.6 million due to the litigation settlement (Note 18).
Profit sharing increased $10.6 million or 75.5% due to our increased operating results. Other expenses increased
$11.0 million or 58.0% during year due mostly to increased travel, consulting expenses and closing costs related to
the 2023 New Market Tax Credit (Note 17).
Income Taxes
Years Ended December 31,
2023
2022
Effective Tax Rate
2022
2023
(in thousands)
Income tax provision
$
45,531
$
24,157
20.4 %
19.4 %
The Company’s estimated annual 2023 effective tax rate, excluding discrete events, was 23.8%.
The increase year over year in the overall effective tax rate was primarily due the non-deductible executive
compensation. In accordance with the 2017 Tax Cuts & Jobs Act, under Internal Revenue Code Section 162(m), the
tax deduction for covered executives of public companies is limited to $1.0 million per individual. Because of our
high stock price and timing of executive stock option exercises this resulted in an increase to the income tax
provision of $3.8 million for the year ended December 31, 2023.
24
Liquidity and Capital Resources
Our working capital and capital expenditure requirements are generally met through net cash provided by operations
and the use of the revolving bank line of credit based on our current liquidity at the time.
Working Capital - Our unrestricted cash and cash equivalents decreased $5.2 million from December 31, 2022 to
December 31, 2023. As of December 31, 2023, we had $9.0 million in cash and cash equivalents and restricted cash.
Revolving Line of Credit - Our revolving credit facility ("Revolver"), as amended and restated, provides for
maximum borrowings of $200.0 million. As of December 31, 2023 and December 31, 2022, we had an outstanding
balance under the Revolver of $38.3 million and $71.0 million, respectively. We had two standby letters of credit
totaling $2.3 million as of December 31, 2023 and one standby letter of credit totaling $0.8 million as of
December 31, 2022. Borrowings available under the Revolver at December 31, 2023, were $159.4 million. The
Revolver expires on May 27, 2027.
Any outstanding loans under the Revolver bear interest at the daily compounded secured overnight financing rate
("SOFR") plus the applicable margin. Applicable margin, ranging from 1.25% - 1.75%, is determined quarterly
based on the Company's leverage ratio. The Company is also subject to letter of credit fees, ranging from 1.25% -
1.75%, and a commitment fee, ranging from 0.10% - 0.20%. The applicable fee percentage is determined quarterly
based on the Company's leverage ratio. At December 31, 2023 and 2022, the weighted average interest rate of our
Revolver was 6.3% and 3.0%, respectively. Fees associated with the unused portion of the committed amount are
included in interest expense on our consolidated statements of income and were not material for the years ended
December 31, 2023 and 2022.
If SOFR cannot be determined pursuant to the definition, as defined by the Revolver agreement, any outstanding
effected loans will be deemed to have been converted into alternative base rate ("ABR") loans. ABR loans would
bear interest at a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal
Funds Rate in effect on such day plus 0.50%, or (c) daily simple SOFR for a one-month tenor in effect on such day
plus 1.00%.
At December 31, 2023, we were in compliance with our financial covenants, as defined by the Revolver. These
covenants require that we meet certain parameters related to our leverage ratio. At December 31, 2023, our leverage
ratio was 0.15 to 1.0, which meets the requirement of not being above 3 to 1.
2019 New Markets Tax Credit - On October 24, 2019, the Company entered into a transaction with a subsidiary of
an unrelated third-party financial institution (the “2019 Investor”) and a certified Community Development Entity
under a qualified New Markets Tax Credit (“2019 NMTC”) program pursuant to Section 45D of the Internal
Revenue Code of 1986, as amended, related to an investment in plant and equipment to facilitate the expansion of
our Longview, Texas manufacturing operations (the “2019 Project”). In connection with the 2019 NMTC
transaction, the Company received a $23.0 million NMTC allocation for the Project and secured low interest
financing and the potential for future debt forgiveness related to the 2019 Project.
Upon closing of the 2019 NMTC transaction, the Company provided an aggregate of approximately $15.9 million to
the 2019 Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%.
This $15.9 million in proceeds plus capital contributed from the 2019 Investor was used to make an aggregate
$22.5 million loan to a subsidiary of the Company. This financing arrangement is secured by equipment at the
Company's Longview, Texas facilities and a guarantee from the Company, including an unconditional guarantee of
the NMTCs.
2023 New Markets Tax Credit - On April 25, 2023, the Company entered into a transaction with a subsidiary of an
unrelated third-party financial institution (the “2023 Investor”) and a certified Community Development Entity
under a qualified New Markets Tax Credit (“2023 NMTC”) program pursuant to Section 45D of the Internal
Revenue Code of 1986, as amended, related to an investment in plant and equipment to facilitate the expansion of
our Longview, Texas manufacturing operations (the “2023 Project”). In connection with the 2023 NMTC
transaction, the Company received a $23.0 million NMTC allocation for the 2023 Project and secured low interest
financing and the potential for future debt forgiveness related to the expansion of its Longview, Texas facilities.
Upon closing of the 2023 NMTC transaction, the Company provided an aggregate of approximately $16.7 million to
the Investor, in the form of a loan receivable, with a term of twenty-five years,, bearing an interest rate of 1.0%. This
$16.7 million in proceeds plus capital contributed from the 2023 Investor was used to make an aggregate
25
$23.8 million loan to a subsidiary of the Company. This financing arrangement is secured by a guarantee from the
Company, including an unconditional guarantee of the NMTCs. The net proceeds from the closing of the 2023
NMTC is included in restricted cash on our consolidated balance sheets required to be used for the 2023 Project.
2024 New Markets Tax Credit - On February 27, 2024, the Company entered into a transaction with a subsidiary of
an unrelated third-party financial institution (the “2024 Investor”) and a certified Community Development Entity
under a qualified New Markets Tax Credit (“2024 NMTC”) program pursuant to Section 45D of the Internal
Revenue Code of 1986, as amended, related to an investment in real estate to facilitate the current expansion of our
Longview, Texas manufacturing operations (the “Project”). In connection with the 2024 NMTC transaction, the
Company received a $15.5 million NMTC allocation for the Project and secured low interest financing and the
potential for future debt forgiveness related to the expansion of its Longview, Texas facilities.
Upon closing of the 2024 NMTC transaction, the Company provided an aggregate of approximately $11.0 million to
the Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%. This
$11.0 million in proceeds plus capital contributed from the Investor was used to make an aggregate $16.0 million
loan to a subsidiary of the Company. This financing arrangement is secured by a guarantee from the Company,
including an unconditional guarantee of NMTCs.
Stock Repurchase - The Board has authorized stock repurchase programs for the Company. The Company may
purchase shares on the open market from time to time. The Board must authorize the timing and amount of these
purchases and all repurchases are in accordance with the rules and regulations of the SEC allowing the Company to
repurchase shares from the open market.
Our open market repurchase programs are as follows:
Agreement Execution Date
Authorized Repurchase $
March 13, 2020
November 3, 2022
$20 million
$50 million
Expiration Date
November 9, 2022
**1, 2
1 Expiration Date is at Board's discretion. The Company is authorized to effectuate repurchases of the Company's common stock on
terms and conditions approved in advance by the Board.
2 As of December 31, 2023, there is approximately $25.0 million remaining under the current stock repurchase program. The
remaining amount available is subject to a Board authorized 10b5-1 plan requiring certain market conditions and requirements.
The Company also had a stock repurchase arrangement by which employee-participants in our 401(k) Plan were
entitled to have shares in AAON, Inc. stock in their accounts sold to the Company. The 401(k) Plan was amended in
June 2022 to discontinue this program. No additional shares have been purchased by the Company under this
arrangement since June 2022.
Lastly, the Company repurchases shares of AAON, Inc. stock from certain of its employees for payment of statutory
tax withholdings on stock transactions. All other repurchases from directors or employees are contingent upon Board
approval. All repurchases are done at current market prices.
26
Our repurchase activity is as follows:
Program
Shares1
402,873 $
Open market
401(k)
Employees
Total
1 Reflects three-for-two stock split effective August 16, 2023.
—
21,904
424,777 $
2023
2022
(in thousands, except share and per share data)
Total $
$ per share1
62.08
—
59.44
61.94
25,009 $
—
1,302
26,311 $
Shares1
183,168 $
155,904
25,842
364,914 $
Total $
$ per share1
37.25
37.93
39.43
37.69
6,823 $
5,913
1,019
13,755 $
Program
Inception to Date
(in thousands, except share and per share data)
Shares1
Total $
$ per share1
6,893,924 $
Open market
12,462,552
401(k)
3,089,337
Directors and employees
Total
22,445,813 $
1 Reflects three-for-two stock split effective August 16, 2023.
106,625 $
171,789
24,662
303,076 $
15.47
13.78
7.98
13.50
Dividends - At the discretion of the Board of Directors, we pay cash dividends. Board approval is required to
determine the date of declaration and amount for each cash dividend payment.
Our recent dividends are as follows:
Declaration Date1
Record Date
Payment Date
May 18, 2022
June 3, 2022
July 1, 2022
November 8, 2022
November 28, 2022
December 16, 2022
March 1, 2023
March 13, 2023
March 31, 2023
May 18, 2023
June 9, 2023
June 30, 2023
August 18, 2023
September 8, 2023
September 29, 2023
November 10, 2023
November 29, 2023
December 18, 2023
Dividend
per Share2
Annualized Dividend
per Share2
$0.13
$0.16
$0.08
$0.08
$0.08
$0.08
$0.26
$0.32
$0.32
$0.32
$0.32
$0.32
1 Effective with the cash dividend declared on March 1, 2023 (paid on March 31, 2023), the Company moved from semi-annual cash dividends to
quarterly cash dividends.
2 Reflects three-for-two stock split effective August 16, 2023.
On July 7, 2023, the Board of Directors declared a three-for-two stock split of the Company's common stock that
was paid in the form of a stock dividend. Stockholders of record at the close of business on July 28, 2023 received
one additional share for every two shares they held as of that date on August 16, 2023 (ex-dividend date August 17,
2023). All share and per share information has been updated to reflect the effects of this stock split.
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 2024 and the foreseeable future.
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.
27
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 provided by financing activities for the years indicated.
Operating Activities
Net Income
Income statement adjustments, net
Changes in assets and liabilities:
Accounts receivable
Income taxes
Inventories
Contract assets
Prepaid expenses and other long-term assets
Accounts payable
Contract liabilities
Extended warranties
Accrued liabilities and other long-term liabilities
Net cash provided by operating activities
Investing Activities
Capital expenditures
Cash paid for building (Note 4)
Cash paid in business combination, net of cash acquired
Acquisition of intangible assets
Other
Net cash used in investing activities
Financing Activities
Borrowings under revolving credit facility
Payments under revolving credit facility
Proceeds from financing obligation, net of issuance costs
Payment related to financing costs
Principal payments on financing lease
Stock options exercised
Repurchase of stock
Employee taxes paid by withholding shares
Cash dividends paid to stockholders
Net cash (used in) provided by financing activities
2023
2022
(in thousands)
$
177,623 $
58,166
100,376
38,516
(9,978)
(11,302)
(16,226)
(30,043)
(1,048)
(18,316)
(7,667)
2,600
15,086
158,895
(104,294)
—
—
(5,197)
180
(56,306)
18,195
(71,409)
(9,402)
(2,367)
11,574
13,882
1,314
16,945
61,318
(54,024)
(22,000)
(249)
—
60
(109,311)
(76,213)
597,111
225,758
(629,787)
(194,754)
6,061
(398)
—
33,259
(25,009)
(1,302)
(26,445)
(46,510) $
$
—
—
(115)
23,140
(12,737)
(1,018)
(22,917)
17,357
Cash Flows from Operating Activities
The Company currently manages cash needs through working capital as well as drawing on its line of credit.
Collections and payments cycles are on a normal pattern and fluctuate due to timing of receipts and payments. In
early 2022, the Company began increasing the purchase of inventory to take advantage of favorable pricing
opportunities and also to mitigate the impact of future supply chain disruptions on our operations.
Payment terms for BASX jobs typically require upfront cash to fund the job resulting in cash inflows related to our
contract liabilities and cash inflows fluctuate due to job timing and scheduling.
28
The decrease in cash flows from income taxes is primarily due to the 2017 Tax Cuts & Jobs Act, which requires
research and development expenses incurred after December 31, 2021 to be capitalized and amortized over 5 years.
This defers our current period income tax deduction which increased our income tax payments due at the end of
2022.
Cash Flows from Investing Activities
The capital expenditures increase during 2023 related to our continued investment in our production capabilities.
Purchases during 2023 relate to additional sheet metal and other machinery for both replacement and growth,
additional production and warehouse space in Longview, Texas, additional office space in Tulsa, Oklahoma,
additional land in Tulsa, Oklahoma for future growth, and a partial interest in an airplane. The cash paid for building
is related to the purchase of the BASX office and manufacturing facility in May 2022 (Note 4).
Our capital expenditure program for 2024 is estimated to be approximately $125.0 million. 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
The change in cash from financing activities in 2023 is primarily related to borrowings under our revolving credit
facility to manage our working capital needs, especially strategic purchases of inventory to avoid supply chain
delays and the funding of certain capital expenditures, offset by repayments we were able to make due to our
increased operating results and financial condition.
Furthermore, cash flows from financing activities is historically affected by the timing of stock options exercised by
our employees. Stock options exercised increased due to the increase in the number of employee options exercised
and increase in our average stock price during 2023 as compared to the previous period.
Additionally, we repurchased approximately 424,777 shares for approximately $26.3 million during 2023 (Note 16).
Effective with the cash dividend declared on March 1, 2023 (paid on March 31, 2023), the Company moved from
semi-annual cash dividends to quarterly cash dividends.
Commitments and Contractual Agreements
We are occasionally party to short-term, cancellable and occasionally non-cancellable, 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. In 2023, the Company executed a five-year purchase
commitment for refrigerants. In 2023, the Company made payments of $10.1 million on this contract. Estimated
minimum future payments are $11.9 million, $9.1 million, $10.5 million, and $11.2 million for 2024, 2025, 2026,
and 2027, respectively. We had no other material contractual purchase obligations as of December 31, 2023.
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. See Note 18 of the Consolidated Financial Statements for
additional information with respect to specific legal proceedings.
29
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally
accepted in the United States of America (“US GAAP”) and the Company's discussion and analysis of its financial
condition and operating results require 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. We discuss these estimates with the Audit Committee of the Board of Directors
periodically.
Inventory - Raw material or component inventory typically transfers from one stage of manufacturing to another
where it accumulates additional costs directly incurred with the production of finished goods, including estimated
standard labor and overhead costs. Labor and overhead costs associated with the manufacturing of our products are
capitalized into inventory on an estimated standard basis. These include certain direct and indirect costs such as
compensation, manufacturing, and facility costs associated with manufacturing support functions. We continually
monitor our labor and overhead standard costs to ensure that standard costs reasonably reflects our actual costs and
make manual adjusts the value of inventory accordingly. Our manual adjustments from standard to actual labor and
overhead costs contain uncertainties that require management to make assumptions and to apply judgment regarding
a number of factors, including inventory turns, supply usage, manufacturing efficiencies, and historical production
costs.
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 and replacement parts, and for estimated shrinkage. Assumptions used to estimate inventory
reserves include future manufacturing requirements and industry trends. Evolving technology and changes in
product mix or customer demand can significantly affect the outcome of this analysis.
Warranty Accrual – A provision is made for estimated warranty costs at the time the product is shipped and revenue
is recognized. 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; 18 months for data center cooling solutions and cleanroom systems; 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 our historical
RL products (if applicable). Our warranty policy for the RQ series covers parts for two years from date of unit
shipment. Our warranty policy for the WH and WV Series geothermal/water-source heat pumps covers parts for five
years from the date of installation. 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.
Share-Based Compensation – We measure and recognize compensation expense for all share-based payment
awards made to our employees and directors, including stock options, restricted stock awards, performance stock
units ("PSUs"), and key employee awards ("Key Employee Awards") based on their fair values at the time of grant.
Compensation expense is recognized on a straight-line basis over the service period of stock options, restricted stock
awards, and PSUs. Compensation expense is recognized for the Key Employee Awards on a straight line basis over
the service period when the performance condition is determined to be probable. Forfeitures are accounted for as
they occur. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton
option pricing model. The fair value of the PSUs is estimated on the date of grant using the Monte Carlo Model. The
use of the Black-Scholes-Merton option valuation model and the Monte Carlo Model requires the input of subjective
assumptions such as: the expected volatility, the expected term of the grant, forward-looking market conditions, risk-
free rate, and expected dividend yield for stock options. The fair value of restricted stock awards and Key Employee
Awards is based on the fair market value of AAON common stock on the respective grant dates. The fair value of
restricted stock awards is reduced for the present value of dividends.
30
Goodwill and Indefinite-Lived Intangible Assets – Goodwill represents the excess of the consideration paid for the
acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Indefinite-lived
intangible assets consist of trademarks and trade names.
Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment at least
annually. We perform our annual assessment of impairment during the fourth quarter of our fiscal year, and more
frequently if circumstances warrant.
To perform this assessment, we first consider qualitative factors to determine whether it is more likely than not that
the fair value of the reporting unit and indefinite-lived intangible assets exceeds their carrying amount. If we
conclude that it is more likely than not that the fair value of a reporting unit and indefinite-lived assets does not
exceed their carrying amount, we calculate the fair value for the reporting unit and indefinite-lived assets and
compare the amount to their carrying amount. If the fair value of a reporting unit and indefinite-lived asset exceeds
their carrying amount, the reporting unit and indefinite-lived assets are not considered impaired. If the carrying
amount of the reporting unit and indefinite-lived assets exceeds their fair value, the reporting unit and indefinite-
lived assets are considered to be impaired and the balance is reduced by the difference between the fair value and
carrying amount of the reporting unit and indefinite-lived assets.
We performed a qualitative assessment as of December 31, 2023 to determine whether it was more likely than not
that the fair value of the reporting unit and indefinite-lived assets was greater than the carrying value of the reporting
unit and indefinite-lived assets. Based on these qualitative assessments, we determined that the fair value of the
reporting unit and indefinite-lived assets was more likely than not greater than the carrying value of the reporting
unit and indefinite-lived assets.
Estimates and assumptions used to perform the impairment evaluation are inherently uncertain and can significantly
affect the outcome of the analysis. The estimates and assumptions we use in the annual impairment assessment
included macro-industry trends, market participant considerations, historical profitability, including free cash flows,
and forecasted multi-year operating results. Changes in operating results and other assumptions could materially
affect these estimates. A considerable amount of management judgment and assumptions are required in performing
the impairment tests.
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 October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response
to SEC's Disclosure Update and Simplification Initiative. The new guidance is intended to update a variety of
disclosure requirements. The effective date for each amendment will be the date on with the SEC's removal of that
related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. Upon
adoption, this ASU is not expected to have a material impact on the Company's financial statements and related
disclosures.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280). The new guidance
improves reportable segment disclosures primarily through enhanced disclosures about significant segment expenses
and by requiring current annual disclosures to be provided in interim periods. The amendments in this ASU are
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after
December 15, 2024, with early adoption permitted. Upon adoption, this ASU is not expected to have a material
impact on the Company's financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The new guidance is intended to
enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU are
effective for annual periods beginning after December 15, 2024. Upon adoption, this ASU is not expected to have a
material impact on the Company's financial statements and related disclosures.
31
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
cancellable and non-cancellable contracts with our major suppliers for periods of six to 18 months to manage this
exposure.
Interest Rate Risk
We are exposed to changes in interest rates related to our outstanding debt. As of December 31, 2023, we had an
outstanding balance of $38.3 million. For each one percentage point increase in the interest rate applicable to our
outstanding debt, our annual income before taxes would decrease by approximately $0.4 million.
32
Item 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
34
35
36
37
38
39
33
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
AAON, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of AAON, Inc. (a Nevada corporation) and
subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income,
stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the
related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in
conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, 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 28, 2024 expressed an
unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures
that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2004.
Tulsa, Oklahoma
February 28, 2024
34
Assets
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Inventories, net
Contract assets
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
Intangible assets, net
Goodwill
Right of use assets
Other long-term assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Accrued liabilities
Contract liabilities
Total current liabilities
Revolving credit facility, long-term
Deferred tax liabilities
Other long-term liabilities
New markets tax credit obligations 1
Commitments and contingencies (Note 18)
Stockholders’ equity:
AAON, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31,
2023
2022
(in thousands, except share and
per share data)
$
287 $
8,736
138,108
213,532
45,194
3,097
408,954
15,438
205,841
391,366
40,787
653,432
283,485
369,947
68,053
81,892
11,774
816
$
941,436 $
$
27,484 $
85,508
13,757
126,749
38,328
12,134
16,807
12,194
5,451
498
127,158
198,939
15,151
1,919
349,116
8,537
169,156
342,045
30,033
549,771
245,026
304,745
64,606
81,892
7,123
6,421
813,903
45,513
78,630
21,424
145,567
71,004
18,661
11,508
6,449
—
322
98,735
461,657
560,714
813,903
Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued
Common stock, $.004 par value, 100,000,000 shares authorized, 81,508,381 and
80,137,776 issued and outstanding at December 31, 2023 and 2022, respectively2
Additional paid-in capital
Retained earnings2
Total stockholders’ equity
Total liabilities and stockholders’ equity
1 Held by variable interest entities (Note 17)
2 Reflects three-for-two stock split effective August 16, 2023.
612,835
735,224
941,436 $
326
122,063
—
$
The accompanying notes are an integral part of these consolidated financial statements.
35
AAON, Inc. and Subsidiaries
Consolidated Statements of Income
Years Ended December 31,
2022
(in thousands, except share and per share data)
2021
2023
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Gain on disposal of assets
Income from operations
Interest expense, net
Other income, net
Income before taxes
Income tax provision
Net income
Earnings per share:
Basic1
Diluted1
Cash dividends declared per common share1:
Weighted average shares outstanding:
Basic1
Diluted1
1 Reflects three-for-two stock split effective August 16, 2023.
$
$
$
$
$
1,168,518 $
769,498
399,020
171,539
(13)
227,494
(4,843)
503
223,154
45,531
177,623 $
888,788 $
651,216
237,572
110,823
(12)
126,761
(2,627)
399
124,533
24,157
100,376 $
2.19 $
2.13 $
0.32 $
1.26 $
1.24 $
0.29 $
534,517
396,687
137,830
68,598
(21)
69,253
(132)
61
69,182
10,424
58,758
0.75
0.73
0.25
81,156,114
83,295,290
79,582,480
81,145,610
78,606,298
80,593,484
The accompanying notes are an integral part of these consolidated financial statements.
36
AAON, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
Balance at December 31, 2020
Net income
Stock options exercised and restricted
stock awards granted
Share-based compensation
Stock repurchased and retired
Contingent consideration (Note 4)
Dividends
Balance at December 31, 2021
Net income
Stock options exercised and restricted
stock awards granted
Share-based compensation
Stock repurchased and retired
Contingent consideration (Note 4)
Dividends
Balance at December 31, 2022
Net income
Stock options exercised and restricted
stock awards granted
Share-based compensation
Stock repurchased and retired
Dividends
Common Stock
Shares1
Amount1
Paid-in
Capital
Retained
Earnings1
Total
(in thousands)
78,337 $
—
935
—
(480)
—
—
78,792
—
1,711
—
(365)
—
—
80,138
—
1,795
—
(425)
—
317 $
—
2
—
(1)
—
—
318
—
5
—
(1)
—
—
322
—
7
—
(3)
—
5,161 $
—
21,146
345,387 $
58,758
—
350,865
58,758
21,148
11,812
(22,465)
66,000
—
81,654
—
23,135
13,700
(13,754)
(6,000)
—
98,735
—
33,252
16,384
(26,308)
—
—
—
(19,947)
384,198
100,376
—
—
—
—
(22,917)
461,657
177,623
—
—
—
—
(26,445)
11,812
(22,466)
66,000
(19,947)
466,170
100,376
23,140
13,700
(13,755)
(6,000)
(22,917)
560,714
177,623
33,259
16,384
(26,311)
(26,445)
Balance at December 31, 2023
81,508 $
326 $
122,063 $
612,835 $
735,224
1Reflects three-for-two stock split effective August 16, 2023.
The accompanying notes are an integral part of these consolidated financial statements.
37
AAON, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
2023
Years Ended December 31,
2022
(in thousands)
2021
$
177,623 $
100,376 $
58,758
Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Amortization of debt issuance costs
Amortization of right of use assets
(Recoveries of) provision for credit losses on accounts receivable, net of
adjustments
Provision for excess and obsolete inventories, net of write-offs
Share-based compensation
Gain on disposition of assets
Foreign currency transaction (gain) loss
Interest income on note receivable
Deferred income taxes
Changes in assets and liabilities:
Accounts receivable
Income taxes
Inventories
Contract assets
Prepaid expenses and other long-term assets
Accounts payable
Contract liabilities
Extended warranties
Accrued liabilities and other long-term liabilities
Net cash provided by operating activities
Investing Activities
Capital expenditures
Cash paid for building (Note 4)
Cash paid in business combination, net of cash acquired
Proceeds from sale of property, plant and equipment
Acquisition of intangible assets
Principal payments from note receivable
Net cash used in investing activities
Financing Activities
Borrowings under revolving credit facility
Payments under revolving credit facility
Proceeds from financing obligation, net of issuance costs
Payments related to financing costs
Principal payments on financing lease
Stock options exercised
Repurchase of stock
Employee taxes paid by withholding shares
Dividends paid to stockholders
Net cash (used in) provided by financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of year
Cash, cash equivalents and restricted cash, end of year
$
46,468
82
324
(154)
1,633
16,384
(13)
(10)
(21)
(6,527)
(9,978)
(11,302)
(16,226)
(30,043)
(1,048)
(18,316)
(7,667)
2,600
15,086
158,895
(104,294)
—
—
129
(5,197)
51
(109,311)
597,111
(629,787)
6,061
(398)
—
33,259
(25,009)
35,106
43
324
(72)
2,740
13,700
(12)
41
(22)
(13,332)
(56,306)
18,195
(71,409)
(9,402)
(2,367)
11,574
13,882
1,314
16,945
61,318
(54,024)
(22,000)
(249)
12
—
48
(76,213)
225,758
(194,754)
—
—
(115)
23,140
(12,737)
(1,302)
(26,445)
(46,510)
3,074
5,949
9,023 $
(1,018)
(22,917)
17,357
2,462
3,487
5,949 $
30,343
43
73
43
629
11,812
(21)
(1)
(24)
3,669
(9,737)
(1,136)
(45,955)
1,886
1,374
10,899
(229)
447
(1,690)
61,183
(55,362)
—
(103,430)
19
—
54
(158,719)
40,000
—
—
—
—
21,148
(20,876)
(1,590)
(19,947)
18,735
(78,801)
82,288
3,487
The accompanying notes are an integral part of these consolidated financial statements.
38
AAON, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2023
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, AAON Coil Products, Inc., a Texas corporation, and BASX, Inc., an
Oregon corporation (collectively, the “Company”). The consolidated financial statements include our accounts and
the accounts of our subsidiaries.
We are engaged in the engineering, manufacturing, marketing, and sale of premium air conditioning and heating
equipment consisting of standard, semi-custom, and custom rooftop units, data centers cooling solutions, cleanroom
systems, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units,
condensing units, geothermal/water-source heat pumps, coils, and controls.
Inflation and Labor Market
In late 2021 and throughout 2022, we witnessed increases in our raw material and component prices. Due to our
favorable liquidity position, we continued to make strategic purchases of materials when we see opportunities. We
continue to manage the increase in the cost of raw materials through price increases for our products. We have also
experienced supply chain challenges related to specific manufacturing parts, which we have managed through our
strong vendor relationships as well as expanding our list of vendors.
Additionally, we continue to experience challenges in a tight labor market, especially the hiring of both skilled and
unskilled production labor. We have implemented the following wage increases to remain competitive and to attract
and retain employees:
•
•
•
•
•
•
In March 2021, we awarded annual merit raises for an overall 5.0% increase to wages.
In July 2021, we increased starting wages for our production workforce by 7.0%.
In October 2021, we implemented a cost of living increase of 3.5% in place for all employees
below our Senior Leadership Team ("SLT"), which consists of officers and key members of
management.
In March 2022, we awarded annual merit raises for an overall 3.0% increase to wages.
In October 2022, we implemented a cost of living increase of 3.5% in place for all employees
below the SLT level.
In March 2023, we awarded annual merit raises for an overall 3.9% increase to wages.
We will continue to implement human resource initiatives to retain and attract labor to further improve productivity
and production efficiencies.
Despite efforts to mitigate the impact of inflation, supply chain issues and the tight labor market, future disruptions,
while temporary, could negatively impact our consolidated financial position, results of operations and cash flows.
First Quarter 2021 Planned Maintenance and Adverse Weather
During the fourth quarter of 2020, we made the strategic decision to shut down our Tulsa, OK and Longview, TX
manufacturing facilities to perform planned and necessary maintenance during the last week of December 2020 as
well several days in early January 2021.
In February 2021, record-breaking winter storms affected Oklahoma and Texas, causing sustained below freezing
temperatures, hazardous driving conditions, rolling blackouts, water main breaks, and a host of other weather related
issues. In addition to significant absenteeism as a result of employees being unable to travel to and from work due to
inadequate transportation and/or hazardous road conditions, the Company made the decision to shut down the Tulsa,
OK and Longview, TX plants for several days. This decision was based on the expected employee absenteeism, as
well as the expected rolling blackouts caused by the increased demand on the electrical and natural gas power grids.
39
WH Series and WV Series Water Source Heat Pump Units
As part of the normal course of business, management continually monitors the profitability of the Company's
various product series offerings. During the third quarter of 2022, management made the decision to no longer
produce our small packaged geothermal/water-source heat pump units consisting of the WH Series horizontal
configuration and WV Series vertical configuration, from one-half to 12 1/2 tons ("WH/WV"). These WH/WV units
were produced solely out of the AAON Oklahoma facility. Production of the remaining WH/WV backlog was
completed during the second quarter 2023.
Change in Estimate
During the first quarter of 2022, a review of the Company's useful lives for certain sheet metal manufacturing
equipment at our Longview, Texas facilities resulted in a change in estimate that increased the useful lives from
between ten and twelve years to fifteen years. This determination was based on recent and estimated future
production levels as well as management's knowledge of the equipment and historical and future use of the
equipment. The change in estimate was made prospectively and resulted in a decrease to depreciation expense within
cost of sales on our consolidated statements of income of $1.8 million during the year ended December 31, 2022.
We do not believe the impact of these events had a material adverse effect on our consolidated financial position,
results of operations and cash flows.
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.
Our financial statements also consolidate all of our affiliated entities in which we have a controlling financial
interest. Because we hold certain rights that give us the power to direct the activities of five variable interest entities
("VIEs") (Note 17) that most significantly impact the VIEs economic performance, combined with a variable
interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially
significant losses, we have a controlling financial interest in those VIEs.
On December 10, 2021, we closed on the acquisition of all of the issued and outstanding equity ownership of BASX,
LLC, doing business as BASX Solutions (Note 4). On December 29, 2021, BASX, LLC converted to a C-
Corporation, BASX, Inc. ("BASX"), and is subject to income tax. We have included the results of BASX’s
operations in our consolidated financial statements beginning December 11, 2021.
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.
Restricted Cash
Restricted cash held at December 31, 2023 and December 31, 2022 consists of bank deposits and highly liquid,
interest-bearing money market funds held for the purpose of the Company's qualified New Markets Tax Credit
programs (Note 17) to benefit an investment in plant and equipment to facilitate the expansion of our Longview,
Texas manufacturing operations.
The Company’s restricted cash is held in 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.
40
Accounts and Note Receivable
Accounts and note receivable are stated at amounts due from customers, net of an allowance for credit losses. We
generally do not require that our customers provide collateral; however, our billings and customer payment terms
can vary based on product type as a way to manage collections risk. The Company determines its allowance for
credit losses 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 credit losses 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 3.4%, 3.1%, and 3.0% of revenues for the years ended December 31, 2023, 2022, and 2021,
respectively.
For the years-ended December 31, 2023, 2022, and 2021, Texas AirSystems accounted for approximately 13.8%,
12.4%, and 11.7% of our sales, respectively. Through portfolio groups, Meriton has an ownership interest in Texas
AirSystems and certain other of our sales representatives. The aggregate sales percentages through Meriton-
affiliated groups that are in addition to Texas AirSystems’ sales for the years-ended December 31, 2023, 2022 and
2021 accounted for an additional 2.3%, 1.4% and 2.7%, respectively. Two other similar groups, Ambient and
Hobbs/Insight, share common ownership of some of our other sales representatives through portfolio groups and for
the year-ended December 31, 2023, aggregate sales through their portfolio groups accounted for approximately
11.5% and 10.2% of our sales, respectively. Sales through the portfolio groups of either Ambient or Hobbs/Insight
did not account for 10% or more of our sales for any years-ended prior to December 31, 2023.
As of December 31, 2023 and 2022, Texas AirSystems accounted for approximately 13.5% and 12.3%, of our
accounts receivable balance, respectively. The aggregate percentages through Meriton-affiliated groups that are in
addition to Texas AirSystems’ accounts receivable as of December 31, 2023 and 2022, accounted for an additional
2.0% and 3.2%, respectively. Two other similar groups, Ambient and Hobbs/Insight, aggregate percentages through
their portfolio groups accounted for approximately 16.8% and 11.5% of our accounts receivable as of December 31,
2023, respectively. Accounts receivables of the portfolio groups did not account for 10% or more of our accounts
receivable as of December 31, 2022, except for Ambient's aggregate percentage of approximately 10.9%.
Inventories
Inventories are valued at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) or average cost
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.
41
Property, Plant and Equipment
Property, plant, and equipment, including significant improvements, are recorded at cost, net of accumulated
depreciation; except for property, plant, and equipment acquired in a business combination which is recorded at fair
value. 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 and leasehold improvements
Machinery and equipment
Furniture and fixtures
Business Combinations
3 - 40 years
3 - 20 years
3 - 15 years
The Company applies the acquisition method of accounting for business acquisitions. The results of operations of
the businesses acquired by the Company are included as of the respective acquisition date. The acquisition date fair
value of the consideration transferred, including the fair value of any contingent consideration, is allocated to the
underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition.
To the extent the acquisition date fair value of the consideration transferred exceeds the fair value of the identifiable
tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The Company
may adjust the preliminary purchase price allocation, as necessary, as it obtains more information regarding asset
valuations and liabilities assumed that existed but were not available at the acquisition date, which is generally up to
one year after the acquisition closing date. Acquisition related expenses are recognized separately from the business
combination and are expensed as incurred.
Fair Value Financial Instruments and Measurements
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.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in
an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions
that market participants would use when pricing an asset or liability. We use the following fair value hierarchy,
which prioritizes valuation technique inputs used to measure fair value into three broad levels:
•
•
•
Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access
at the measurement date.
Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly
observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active
markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other
than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from
observable market data by correlation or other means.
Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any,
market activity for the asset or liability. Items categorized in Level 3 include the estimated fair values of
intangible assets, contingent consideration, and goodwill acquired in a business combination.
The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority
to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels
of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the
applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value
measurement requires judgment, considering factors specific to the asset or liability.
Software Development Costs
We capitalize costs incurred to purchase or develop software for internal use. Internal-use software development
costs are capitalized during the application development stage. These capitalized costs are reflected in intangible
assets, net on the consolidated balance sheets and are amortized over the estimated useful life of the software. The
useful life of our internal-use software development costs is generally 1-6 years.
42
Definite-Lived Intangible Assets
Our definite-lived intangible assets include various trademarks, service marks, and technical knowledge acquired in
business combinations (Note 4) or asset acquisition. We amortize our definite-lived intangible assets on a straight-
line basis over the estimated useful lives of the assets. We evaluate the carrying value of our amortizable intangible
assets for potential impairment when events and circumstances warrant such a review.
Amortization is computed using the straight-line method over the following estimated useful lives:
Intellectual property
Customer relationships
Goodwill and Indefinite-Lived Intangible Assets
6 - 30 years
14 years
Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the
individual assets acquired, net of liabilities assumed. Goodwill at December 31, 2023 is expected to be tax
deductible in future periods. Indefinite-lived intangible assets consist of trademarks, trade names, and internal-use
software. Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment
at least annually. We perform our annual assessment of impairment during the fourth quarter of our fiscal year, and
more frequently if circumstances warrant.
To perform this assessment, we first consider qualitative factors to determine whether it is more likely than not that
the fair value of the reporting unit and indefinite-lived intangible assets exceeds their carrying amount. If we
conclude that it is more likely than not that the fair value of a reporting unit and indefinite-lived assets does not
exceed their carrying amount, we calculate the fair value for the reporting unit and indefinite-lived assets and
compare the amount to their carrying amount. If the fair value of a reporting unit and indefinite-lived asset exceeds
their carrying amount, the reporting unit and indefinite-lived assets are not considered impaired. If the carrying
amount of the reporting unit and indefinite-lived assets exceeds their fair value, the reporting unit and indefinite-
lived assets are considered to be impaired and the balance is reduced by the difference between the fair value and
carrying amount of the reporting unit and indefinite-lived assets.
We performed a qualitative assessment as of December 31, 2023 to determine whether it was more likely than not
that the fair value of the reporting unit and indefinite-lived assets was greater than the carrying value of the reporting
unit and indefinite-lived assets. Based on these qualitative assessments, we determined that the fair value of the
reporting unit and indefinite-lived assets was more likely than not greater than the carrying value of the reporting
unit and indefinite-lived assets.
Estimates and assumptions used to perform the impairment evaluation are inherently uncertain and can significantly
affect the outcome of the analysis. The estimates and assumptions we use in the annual impairment assessment
included market participant considerations and future forecasted operating results. Changes in operating results and
other assumptions could materially affect these estimates. A considerable amount of management judgment and
assumptions are required in performing the impairment tests.
43
The changes in the carrying amount of goodwill were as follows:
Balance, beginning of period
Additions due to acquisitions
Decreases due to acquisition adjustments (Note 4)
Balance, end of period
Years Ended December 31,
2023
2022
(in thousands)
$
81,892 $
85,727
—
—
81,892
—
(3,835)
81,892
The acquisition adjustments were recorded during the first quarter of 2022. The revisions were the result of the
finalization of our preliminary estimates and third party valuation models related to the acquisition of BASX (Note
4) in 2021. The impact of such revisions on consolidated net income were not significant.
Contingent Consideration
As part of a business combination, we agreed to issue shares of the Company's common stock based on certain
milestones in accordance with the acquisition agreement. This contingent consideration is valued at fair value on the
acquisition date and is included in additional paid-in capital on the consolidated balance sheets.
Impairment of Long-Lived Assets
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, 2023, 2022, and 2021 research and development costs
amounted to approximately $43.7 million, $46.8 million, and $16.6 million, respectively. The significant increase
for the year ended December 31, 2022 was related to the inclusion of a full year of operations of BASX (Note 4), as
well as our commitment to product performance and innovation.
Advertising
Advertising costs are expensed as incurred and included in selling, general, and administrative expenses on our
consolidated statement of income. Advertising expense for the years ended December 31, 2023, 2022, and 2021 was
approximately $2.6 million, $2.4 million, and $1.6 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, 2023, 2022, and 2021 shipping and handling fees amounted to approximately $29.0 million,
$24.4 million, and $14.4 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. Excess tax benefits and deficiencies are reported as an income tax benefit
or expense on the statement of income and are treated as discrete items to the income tax provision in the reporting
period in which they occur. 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.
44
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, restricted stock,
and performance stock units ("PSUs"). In conjunction with the acquisition of BASX (Note 4), we awarded
performance awards to key employees ("Key Employee Awards") of BASX.
The fair values of stock options are estimated at the date of grant using the Black-Scholes-Merton option valuation
model. The fair value of the PSUs is estimated on the date of grant using the Monte Carlo Model. The use of the
Black-Scholes-Merton option valuation model and the Monte Carlo Model requires the input of subjective
assumptions such as: the expected volatility, the expected term of the grant, expected market performance, risk-free
rate, and expected dividend yield for stock options. The fair value of restricted stock awards and Key Employee
Awards is based on the fair market value of AAON common stock on the respective grant dates. The fair value of
restricted stock awards is reduced for the present value of dividends. The Key Employee Awards and PSUs do not
accrue dividends.
Share-based compensation expense is recognized on a straight-line basis over the service period of the related share-
based compensation award. Historically, stock options and restricted stock awards, granted to employees, vested at a
rate of 20% per year. Restricted stock awards granted to directors historically vest over the shorter of directors'
remaining elected term or one-third each year. Beginning March 2021, all new grants of stock options and restricted
stock awards granted to employees, vest at a rate of 33.3% per year. Forfeitures are accounted for as they occur.
Historically, if the employee or director is retirement eligible (as defined by the Long Term Incentive Plans) or
becomes retirement eligible during service period of the related share-based compensation award, the service period
is the lesser of 1) the grant date, if retirement eligible on grant date, or 2) the period between grant date and
retirement eligible date. All share-based compensation awards granted on or after March 1, 2020 to retirement
eligible employees or directors contain a one-year employment requirement (minimum service period) or the entire
award is forfeited. Forfeitures are accounted for as they occur.
The PSUs cliff vest at the end of their respective service period. Share-based compensation expense is recognized on
a straight-line basis over the service period of PSUs. The PSUs are subject to several service and market conditions,
as defined by the PSU agreement, which allows the holder to retain a pro-rata amount of awards as a result of certain
termination conditions, retirement, change in common control, or death. Forfeitures are accounted for as they occur.
The Key Employee Awards cliff vest on December 31, 2023. Share-based compensation expense is recognized on a
straight-line basis over the service period of the Key Employee Awards when it is probable that the performance
conditions will be satisfied. The Key Employee Awards are subject to several service and performance conditions,
as defined by the Key Employee Award agreement, which allows the holder to retain an amount of the awards as a
result of certain termination conditions or change in common control. Forfeitures are accounted for as they occur.
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
Due to the highly customized nature of many of the Company’s products and each product not having an alternative
use to the Company without significant costs to the Company, the Company recognizes revenue over time as
progress is made toward satisfying the performance obligations of each contract. The Company has formal
cancellation policies and generally does not accept returns on these units. As a result, many of the Company’s
products do not have an alternative use and therefore, for these products we recognize revenue over the time it takes
to produce the unit.
Contract costs include direct materials, direct labor, installation, freight and delivery, commissions and royalties.
Other costs not related to contract performance, such as indirect labor and materials, small tools and supplies,
operating expenses, field rework and back charges are charged to expense as incurred. Provisions for estimated
losses on contracts in progress are made in the period in which such losses are determined. Changes in job
performance, job conditions, and estimated profitability, including those arising from contract penalty provisions
and final contract settlements, may result in revisions to costs and income, and are estimated and recognized by the
45
Company throughout the life of the contract. The aggregate of costs incurred and income recognized on
uncompleted contracts in excess of billings is shown as a contract asset within our consolidated balance sheets, and
the aggregate of billings on uncompleted contracts in excess of related costs incurred and income recognized is
shown as a contract liability within our consolidated balance sheets.
For all other products that are part sales or standardized units, the Company recognizes revenue, presented net of
sales tax, when it satisfies the performance obligation in its contracts. As the primary performance obligation in such
a contract is delivery of the requested manufactured equipment, we satisfy the performance obligation when the
control is passed to the customer, generally at time of shipment. Final sales prices are fixed 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.
Historically, sales of our products were moderately seasonal with the peak period being May-October of each year
due to timing of construction projects being directly related to warmer weather. However, in recent years, given the
increases in demand of our product and increases in our backlog, sales has become more constant throughout the
year.
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.
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.
Representatives and Third Party Products
We are responsible for billings and collections resulting from all sales transactions, including those initiated by our
independent manufacturer representatives (“Representatives”). Representatives are national companies that are in
the business of providing heating, ventilation, and air conditioning (“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. These other related 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. 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 that
is negotiated by the Representative with the end user customer. The Representatives submit the total order price to
us for invoicing and collection. The total order price includes our minimum sales price and an additional amount
which may include both the Representatives’ fee and amounts due for additional products and services required by
the customer. The Company is considered the principal for the equipment we design and manufacture and records
that revenue gross. The Company has no control over the Third Party Products to the end customer and the
Company is under no obligation related to the Third Party Products. Amounts related to Third Party Products are not
recognized as revenue but are recorded as a liability and are included in accrued liabilities on the consolidated
balance sheets.
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 amount of payments to our Representatives
was $59.2 million, $39.1 million, and $43.9 million for each of the years ended December 31, 2023, 2022, and 2021,
respectively.
46
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.
Leases
New leases entered into by the Company are assessed at lease inception for proper lease classification. At
December 31, 2023 and 2022, all of our leases are classified as operating leases.
We have entered into various short-term operating leases with an initial term of twelve months or less. These leases
are not recorded on our consolidated balance sheets as of December 31, 2023 and 2022, and the rent expense for
these short-term leases is not significant.
As our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the
information available at the commencement date in determining the present value of lease payments. Our
incremental borrowing rate represents the interest rate which we would pay to borrow an amount equal to the lease
payments over a similar term in a similar economic environment.
Expense related to these leases is recognized on straight-line basis over the lease term. Certain of our leases contain
escalating lease payments based on predefined increases. Most leases contain options to renew or terminate. Right-
of-use assets and lease liabilities reflect only the options which the Company is reasonably certain to exercise.
The Company’s leases generally require us to pay for insurance, taxes, utilities, and other operating costs. These
payments are not included in the right-of-use asset or lease liability and are expensed as incurred.
Use of Estimates
The preparation of consolidated 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, inventory valuation, inventory reserves, warranty accrual,
workers' compensation accrual, medical insurance accrual, income taxes, useful lives of property, plant, and
equipment, estimated future use of leased property, share-based compensation, revenue percentage of completion
and estimated costs to complete. Actual results could differ materially from those estimates.
47
3. Revenue Recognition
The following tables show disaggregated net sales by reportable segment (Note 22) by major source, net of
intercompany sales eliminations.
Rooftop Units
Condensing Units
Air Handlers
Outdoor Mechanical Rooms
Cleanroom Systems
Data Center Cooling Solutions
Water-Source Heat Pumps
Part Sales
Other
AAON
Oklahoma
Year Ended December 31, 2023
AAON Coil
Products
BASX
(in thousands)
$
$
804,254
61
—
208
—
—
3,128
66,413
23,855
897,919
$
$
—
42,739
44,040
298
—
8,247
12,770
6
4,220
112,320
$
$
—
—
17,790
—
45,191
93,052
—
1,277
969
158,279
$
$
Total
804,254
42,800
61,830
506
45,191
101,299
15,898
67,696
29,044
1,168,518
AAON
Oklahoma
Year Ended December 31, 2022
AAON Coil
Products
BASX
(in thousands)
Rooftop Units
Condensing Units
Air Handlers
Outdoor Mechanical Rooms
Cleanroom Systems
Data Center Cooling Solutions
Water-Source Heat Pumps
Part Sales
Other
$
579,363
$
—
$
302
—
612
—
—
11,529
52,927
19,112
46,287
47,442
855
—
—
8,797
—
3,909
—
—
14,434
—
47,020
53,522
—
671
2,006
Total
$
579,363
46,589
61,876
1,467
47,020
53,522
20,326
53,598
25,027
$
663,845
$
107,290
$
117,653
$
888,788
AAON
Oklahoma
Year Ended December 31, 2021
AAON Coil
Products
BASX1
(in thousands)
Total
Rooftop Units
Condensing Units
Air Handlers
Outdoor Mechanical Rooms
Cleanroom Systems
Data Center Cooling Solutions
Water-Source Heat Pumps
Part Sales
Other
$
$
398,461
762
—
820
—
—
10,831
41,127
11,844
$
—
25,989
26,589
464
—
—
10,343
1
3,203
$
—
—
95
—
2,288
1,688
—
—
12
$
463,845
$
66,589
$
4,083
$
398,461
26,751
26,684
1,284
2,288
1,688
21,174
41,128
15,059
534,517
1 BASX was acquired on December 10, 2021. We have included the results of BASX's operations in our consolidated financial statements
beginning December 11, 2021.
Other sales include freight, extended warranties and miscellaneous revenue.
48
4. Business Combination
On November 18, 2021, the Company entered into a membership interest purchase agreement (the “MIPA
Agreement”) to acquire of all of the issued and outstanding equity ownership of BASX, LLC, an Oregon limited
liability company, doing business as BASX Solutions. We closed this transaction on December 10, 2021 for a
purchase price of (i) $100.0 million payable in cash (not including working capital adjustments), and (ii) up to
$80.0 million in the aggregate of contingent consideration payable in shares of the Company's stock, par value
$0.004 per share (the "Shares").
The $80.0 million of contingent consideration payable consists of $78.0 million payable to the former owners of
BASX, LLC and $2.0 million payable to key employees of BASX, LLC whom are now employed by the Company.
The potential future issuance of the Shares is contingent upon BASX meeting certain post-closing earn-out
milestones during each of 2021, 2022, and 2023 under the terms of the MIPA Agreement (Note 16). The Company
funded the acquisition cash portion of the purchase price and related transaction costs with cash on hand.
Additionally, as a condition to closing, the Company entered into a real estate purchase agreement with BASX
Properties, LLC, an affiliate of BASX, LLC, to acquire the principal real property and improvements utilized by
BASX for an additional $22.0 million, in cash, subject to customary closing conditions and adjustments. The
Company closed this real estate transaction on May 31, 2022, which terminated the related lease (Note 5).
We applied pushdown accounting, allowable under ASC 805 "Business Combinations," to "pushdown" our stepped-
up basis in the assets acquired and liabilities assumed to BASX's subsidiary financial statements. The decision to
apply pushdown accounting is irrevocable. We incurred $4.4 million in transaction fees related to the acquisition
which are included in selling, general, and administrative expenses on our consolidated statement of income for the
year ended December 31, 2021.
Pro Forma Results of Operations (unaudited)
The operations of BASX have been included in our consolidated statements of income since the closing date on
December 10, 2021. The following unaudited pro forma consolidated results of operations for the year ended
December 31, 2021 are presented as if the combination had been made on January 1, 2021 and reflects the three-for-
two stock split effective August 16, 2023.
(unaudited)
Year ended December 31, 2021
(in thousands, except per share data)
Revenues
Net income
Earnings per share:
Basic
Dilutive
$
$
$
611,158
63,491
0.80
0.78
These unaudited pro forma results include adjustments necessary in connection with the acquisition.
The unaudited consolidated pro forma financial information was prepared in accordance with GAAP and is not
necessarily indicative of the results of operations that would have occurred if the acquisition had been completed on
the date indicated, nor is it indicative of the future operating results of the Company.
The unaudited pro forma results do not reflect events that either have occurred or may occur after the acquisition
date, including, but not limited to, the anticipated realization of operating synergies in subsequent periods. These
results also do not give effect to certain charges that the Company expects to incur in connection with the
acquisition, including, but not limited to, additional professional fees and employee integration.
49
5. Leases
The Company has lease arrangements for certain administrative, manufacturing and warehousing facilities and
equipment. All leases are classified as operating leases.
Balance Sheet Classification
2023
2022
December 31,
Right-of-use assets
Current lease liability
Right of use assets
Accrued liabilities
Noncurrent lease liability
Other long-term liabilities
(in thousands)
$
11,774 $
2,021
10,201
7,123
1,254
5,993
Since 2018, the Company has leased the manufacturing, engineering and office space used by our operations in
Parkville, Missouri. In October 2022, the Parkville, Missouri lease was amended to expand our manufacturing and
office space from 51,000 square feet to 86,000 square feet. The amended lease will provide for 31,000 square feet of
additional manufacturing and engineering space and for 4,000 square feet of additional office space. The amended
lease extends the lease term through December 31, 2032.
Through the acquisition of BASX (Note 4), we acquired various leases for plant/office space and equipment, which
were classified as operating leases. Through May 2022, BASX's manufacturing and office facility in Redmond,
Oregon was leased from a related party (Note 21). On May 31, 2022, we completed the real estate transaction
discussed in Note 4 and the associated operating lease was terminated.
In November 2022, the Company entered into a lease arrangement for additional storage facilities in Tulsa,
Oklahoma to support our operations. The lease will add an additional 198,000 square feet to our operations. In
January 2024, we amended the lease for an additional 157,550 square feet for operations and parts distribution. The
amended lease term will expire November 30, 2029.
We also lease several properties near our Redmond location. In the aggregate, these leases contain approximately
104,500 square feet of additional warehouse space. These leases have expiring terms from February 2025 to
November 2033.
In July 2023, the Company entered into a lease agreement with a start date of September 1, 2023, for land and
approximately 72,000 square feet of facilities in Redmond, Oregon to support our manufacturing operations. The
lease term is approximately five years with additional renewal options.
Total undiscounted future lease payments are as follows:
2024
2025
2026
2027
2028
Thereafter
(in thousands)
$
2,647
2,329
1,353
1,393
1,339
6,254
50
6. Accounts Receivable
Accounts receivable and the related allowance for credit losses are as follows:
Accounts receivable
Less: Allowance for credit losses
Total, net
Allowance for credit losses:
Balance, beginning of period
Provisions for expected credit losses, net of adjustments
Accounts receivable written off, net of recoveries
Balance, end of period
7. Inventories
December 31,
2023
2022
(in thousands)
$
$
138,431 $
127,635
(323)
(477)
138,108 $
127,158
Years Ended December 31,
2023
2022
2021
(in thousands)
477 $
549 $
(142)
(12)
359
(431)
323 $
477 $
$
$
506
43
—
549
Inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out
(“FIFO”) method. 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.
The components of inventories and the related changes in the allowance for excess and obsolete inventories are as
follows:
Raw materials
Work in process
Finished goods
Less: Allowance for excess and obsolete inventories
Total, net
Allowance for excess and obsolete inventories:
Balance, beginning of period
Provisions for excess and obsolete inventories
Inventories written off
Balance, end of period
December 31,
2023
2022
(in thousands)
$
211,259 $
194,159
5,523
2,910
219,692
(6,160)
3,501
5,806
203,466
(4,527)
$
213,532 $
198,939
Years Ended December 31,
2023
2022
2021
(in thousands)
4,527 $
1,787 $
5,480
(3,847)
2,852
(112)
6,160 $
4,527 $
$
$
3,261
629
(2,103)
1,787
We continuously evaluate our inventory parts and write off inventory when no alternative use can be found. During
the third quarter of 2022, we made the decision to no longer produce our small packaged geothermal/water-source
heat pump units consisting of the WH Series horizontal configuration and WV Series vertical configuration. As a
result, we have increased our provision for excess and obsolete inventory and written off certain related components
and parts that cannot be used in other products or sold through our parts business.
51
8. Intangible Assets
Our intangible assets consist of the following:
Definite-lived intangible assets
Intellectual property
Customer relationships
Capitalized internal-use software
Less: Accumulated amortization
Total, net
Indefinite-lived intangible assets
Trademarks
Total intangible assets, net
December 31,
2023
2022
(in thousands)
$
12,450 $
47,547
3,323
(9,838)
53,482
6,295
47,547
—
(3,807)
50,035
14,571
$
68,053 $
14,571
64,606
On April 27, 2022, the Company entered into a purchase and sale agreement with a third-party manufacturer to
purchase certain assets to design and manufacture fan wheels for the purchase price of $6.5 million. As of
December 31, 2023, approximately $5.5 million is included intangible asset (intellectual property) and
approximately $1.0 million is included in property, plant and equipment, respectively, on our consolidated balance
sheets.
Amortization expense recorded in cost of sales is as follows:
Amortization expense
$
5,331 $
3,599 $
246
Total future amortization expense for finite-lived intangible assets was estimated as follows:
Years Ended December 31,
2023
2022
2021
(in thousands)
2024
2025
2026
2027
2028
Thereafter
Total future amortization expense
Internal-use software projects in process
Total
(in thousands)
5,367
4,651
4,651
4,651
4,560
29,081
52,961
521
53,482
$
$
52
9. Supplemental Cash Flow Information
Supplemental disclosures:
Interest paid
Income taxes paid, net
Non-cash investing and financing activities:
Non-cash capital expenditures
10. Warranties
Years Ended December 31,
2023
2022
2021
(in thousands)
$
4,817 $
2,412 $
63,376
19,293
—
7,891
287
1,919
(3,714)
The Company has product warranties with various terms from one year from the date of first use or 18 months for
parts, data center cooling solutions, and cleanroom systems to 25 years for certain heat exchangers. The Company
has an obligation to replace parts 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:
Years Ended December 31,
2023
2022
2021
(in thousands)
Balance, beginning of period
$
15,682 $
13,769 $
Payments made
Provisions
Assumed in business combination (Note 4)
Balance, end of period
Warranty expense:
(11,274)
16,165
—
(6,584)
8,497
—
13,522
(6,734)
6,351
630
$
$
20,573 $
15,682 $
13,769
16,165 $
8,497 $
6,351
53
11. Accrued Liabilities and Other Long-Term Liabilities
Accrued liabilities were comprised of the following:
Warranty
Due to representatives
Payroll
Profit sharing
Workers' compensation
Medical self-insurance
Customer prepayments
Donations, short-term
Accrued income taxes
Employee vacation time
Extended warranties, short-term
Lease liability, short-term
Other
Total
Other long-term liabilities were comprised of the following:
Lease liability
Extended warranties
Donations and other
Total
12. Revolving Credit Facility
December 31,
2023
2022
(in thousands)
20,573 $
14,428
18,829
7,596
338
1,460
2,621
381
1,170
10,315
2,387
2,021
3,389
85,508 $
15,682
15,545
11,901
5,451
367
1,178
3,750
637
12,472
6,329
1,330
1,254
2,734
78,630
$
$
December 31,
2023
2022
(in thousands)
$
10,201
$
6,082
524
5,993
4,539
976
$
16,807
$
11,508
On November 24, 2021, we amended our revolving credit facility to provide for maximum borrowings of
$100.0 million, with an option to increase to $200.0 million. On May 27, 2022, we amended our $100.0 million
Amended and Restated Loan Agreement dated November 24, 2021 ("Revolver"), to provide for maximum
borrowings of $200.0 million. As of December 31, 2023 and December 31, 2022, we had an outstanding balance
under the Revolver of $38.3 million and $71.0 million, respectively. We have two standby letters of credit totaling
$2.3 million as of December 31, 2023 and one standby letter of credit totaling $0.8 million as of December 31,
2022. Borrowings available under the Revolver at December 31, 2023, were $159.4 million. The Revolver expires
on May 27, 2027.
Any outstanding loans under the Revolver bear interest at the daily compounded secured overnight financing rate
("SOFR") plus the applicable margin. Applicable margin, ranging from 1.25% - 1.75%, is determined quarterly
based on the Company's leverage ratio. The Company is also subject to letter of credit fees, ranging from 1.25% -
1.75%, and a commitment fee, ranging from 0.10% - 0.20%. The applicable fee percentage is determined quarterly
based on the Company's leverage ratio. At December 31, 2023, 2022, and 2021, the weighted average interest rate of
our Revolver was 6.3%, 3.0%, and 1.3%, respectively. Fees associated with the unused portion of the committed
amount are included in interest expense on our consolidated statements of income and were not material for the
years ended December 31, 2023, 2022, and 2021, respectively.
If SOFR cannot be determined pursuant to the definition, as defined by the Revolver agreement, any outstanding
effected loans will be deemed to have been converted into alternative base rate ("ABR") loans. ABR loans would
bear interest at a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal
Funds Rate in effect on such day plus 0.50%, or (c) daily simple SOFR for a one-month tenor in effect on such day
plus 1.00%.
54
At December 31, 2023, we were in compliance with our financial covenants as defined by the Revolver. These
covenants included a financial covenant that we meet certain parameters related to our leverage ratio. At December
31, 2023, our leverage ratio was 0.15 to 1.0, which meets the requirement of not being above 3 to 1.
13. Income Taxes
The provision for income taxes consists of the following:
Current
Deferred
Income tax provision
Years Ended December 31,
2023
2022
2021
(in thousands)
$
$
52,058 $
37,489 $
(6,527)
(13,332)
6,755
3,669
45,531 $
24,157 $
10,424
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
Change in valuation allowance
Excess tax benefits related to share-based compensation (Note 14)
Return to provision
Non-deductible executive compensation
Research and development tax credits
Other
Effective tax rate
Years Ended December 31,
2023
2022
2021
21.0 %
3.9 %
(1.4) %
(4.0) %
0.2 %
1.7 %
(1.2) %
0.2 %
20.4 %
21.0 %
4.1 %
— %
(2.4) %
(0.3) %
— %
(2.1) %
(0.9) %
19.4 %
21.0 %
1.8 %
1.0 %
(7.8) %
— %
— %
(1.1) %
0.2 %
15.1 %
On May 21, 2021, the State of Oklahoma enacted House Bill 2960, effectively reducing the corporate income tax
rate in Oklahoma from 6% to 4%. This resulted in a benefit of $0.8 million included in the table above under State
income taxes, net of Federal benefit, for the year ending December 31, 2021.
We have historically earned investment tax credits from the state of Oklahoma’s manufacturing property investment
program. We use the flow-through method to account for investment tax credits earned on eligible tangible asset
expenditures. Under this method, the investment tax credits are recognized as a reduction to our Oklahoma income
tax expense in the year they are used. As part of our expansion projects in Oklahoma, we identified a separate, more
advantageous Oklahoma credit program (not income tax related) which will cause us to discontinue our
accumulation of credits for Oklahoma’s manufacturing property investment program after the 2022 tax year.
The Company had investment tax credit carryforwards with a valuation allowance reserved against them as we did
not have sufficient taxable income to utilize the carryforwards, in part because we generated more credit each year
than we were able to utilize. Because the Company will not generate additional excess credits after our 2022 tax
year, we will be able to use our credit carryforwards against future taxable income and the related valuation
allowance was reversed resulting in a one-time benefit of $3.1 million to the income tax provision for the year ended
December 31, 2023. As of December 31, 2023, we have investment tax credit carryforwards of approximately
$3.1 million. These credits have estimated expirations from the year 2039 through 2043.
In accordance with the 2017 Tax Cuts & Jobs Act, under Internal Revenue Code Section 162(m), the tax deduction
for covered executives of public companies is limited to $1.0 million per individual. Because of the increase in our
stock price and timing of executive stock option exercises this resulted in an increase to the income tax provision of
$3.8 million for the year ended December 31, 2023.
55
We also earn research and development tax credits as defined under Section 41 of the Internal Revenue Code. To
qualify for the research and development tax credits, we perform annual studies that identify, document, and support
eligible expenses related to qualified research and development activities. Eligible expenses include but are not
limited to supplies, materials, contractor expenses and internal employee wages.
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,
2023
2022
(in thousands)
Deferred income tax assets (liabilities):
Allowance for credit losses and inventory reserves
$
1,724 $
Warranty accrual
Other accruals
Share-based compensation
Research & development expenses
Oklahoma investment credit carryforward
Other, net
Valuation allowance
Net deferred income tax assets
Property & equipment
Total deferred income tax liabilities
Net deferred income tax liabilities
5,462
3,989
8,560
18,647
2,306
1,673
42,361
—
42,361
(54,495)
(54,495)
$
(12,134) $
1,337
4,184
4,814
7,440
11,265
3,115
2,339
34,494
(3,115)
31,379
(50,040)
(50,040)
(18,661)
In accordance with the 2017 Tax Cuts & Jobs Act, under Internal Revenue Code Section 174, research and
development expenses incurred after December 31, 2021 are required to be capitalized and amortized over 5 years.
The amortization requirements for tax purposes is a mid-year convention, meaning that the tax amortization is 10%
in the year of acquisition, 20% in the following 4 years, and 10% in the final year.
The amount of income tax that we pay annually is dependent on various factors, including the timing of certain
deductions. These deductions can vary from year to year and, consequently, the amount of income taxes paid in
future years will vary from the amounts paid in prior years.
We file income tax returns in the U.S., state and foreign income tax jurisdictions. We are subject to U.S. income tax
examinations for the tax years 2020 to present, and to non-U.S. income tax examinations for the tax years 2019 to
present. In addition, we are subject to state and local income tax examinations for tax years 2019 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.
14. Share-Based Compensation
As discussed in Note 16, the Company declared a three-for-two stock split effective August 16, 2023. All share and
per share information has been updated to reflect the effect of this stock split.
On May 22, 2007, our stockholders adopted a Long-Term Incentive Plan (as amended, “LTIP”) which provided an
additional 5.0 million shares that could be granted in the form of stock options, stock appreciation rights, restricted
stock awards, performance units, and performance awards. 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.
On May 24, 2016, our stockholders adopted the 2016 Long-Term Incentive Plan (“2016 Plan”) which provides for
approximately 13.4 million shares, comprised of 5.1 million new shares provided for under the 2016 Plan,
approximately 0.6 million shares that were available for issuance under the previous LTIP that are now authorized
56
for issuance under the 2016 Plan, approximately 3.9 million shares that were approved by the stockholders on May
15, 2018, and an additional 3.8 million shares that were approved by the stockholders on May 12, 2020.
Under the 2016 Plan, shares can be granted in the form of stock options, stock appreciation rights, restricted stock
awards, performance awards, dividend equivalent rights, and other awards. Under the 2016 Plan, the exercise price
of shares granted may not be less than 100% of the fair market value at the date of the grant. The 2016 Plan is
administered by the Compensation Committee of the Board of Directors or such other committee of the Board of
Directors as is designated by the Board of Directors (the “Committee”). Membership on the Committee is limited to
independent directors. The Committee may delegate certain duties to one or more officers of the Company as
provided in the 2016 Plan. The Committee determines the persons to whom awards are to be made, determines the
type, size and terms of awards, interprets the 2016 Plan, establishes and revises rules and regulations relating to the
2016 Plan and makes any other determinations that it believes necessary for the administration of the 2016 Plan.
Options
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 the years ended December 31,
2023, 2022, and 2021 using a Black Scholes-Merton Model:
Directors and SLT1:
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)
2023
2022
2021
$
0.32
$
0.25
$
37.89 %
4.39 %
4.0
36.07 %
2.31 %
4.0
$
0.32
$
0.25
$
38.25 %
4.41 %
3.0
37.49 %
2.35 %
3.0
0.25
35.78 %
0.51 %
4.0
0.25
38.67 %
0.32 %
3.0
1 Senior Leadership Team ("SLT") consists of officers and key members of management.
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, 2023:
Range of
Exercise
Prices
Number
of
Shares
Weighted
Average
Remaining
Contractual
Life
Weighted
Average
Exercise
Price
Intrinsic
Value
(in thousands)
$13.95 - 27.58
$28.28 - 37.07
$37.09 - 69.62
Total
1,340,919
478,793
204,713
2,024,425
4.23 $
6.54
7.30
5.09 $
24.46 $
31.04
48.00
28.39 $
66,278
20,509
5,291
92,078
57
A summary of option activity under the plans is as follows:
Options
Outstanding at December 31, 2022
Granted
Exercised
Forfeited or Expired
Outstanding at December 31, 2023
Exercisable at December 31, 2023
Weighted
Average
Exercise
Price
30.14
61.14
29.10
34.80
33.09
28.39
Shares
4,560,520 $
329,173
(1,142,640)
(127,468)
3,619,585 $
2,024,425 $
The total pre-tax compensation cost related to unvested stock options not yet recognized as of December 31, 2023 is
$8.3 million and is expected to be recognized over a weighted-average period of 1.1 years.
The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021 was $39.0
million, $16.0 million, and $22.6 million, respectively. The cash received from options exercised during the year
ended December 31, 2023, 2022, and 2021 was $33.3 million, $23.1 million, and $21.1 million, respectively. The
impact of these cash receipts is included in financing activities in the accompanying consolidated statements of cash
flows.
Restricted Stock
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. At December 31, 2023, unrecognized compensation cost
related to unvested restricted stock awards was approximately $4.6 million which is expected to be recognized over
a weighted average period of 1.3 years.
A summary of the unvested restricted stock awards is as follows:
Restricted stock
Unvested at December 31, 2022
Granted
Vested
Forfeited
Unvested at December 31, 2023
PSUs
Weighted
Average
Grant Date
Fair Value
Shares
217,168 $
75,499
(99,309)
(6,274)
187,084 $
33.34
59.67
32.76
39.64
44.07
We have awarded performance restricted stock units ("PSUs") to certain officers and employees under our 2016
Plan. Unlike our restricted stock awards, these PSUs are not considered legally outstanding and do not accrue
dividends during the vesting period. These PSUs vest based on the level of achievement with respect to the
Company's total shareholder return ("TSR") benchmarked against similar companies included in the capital goods
sector of the S&P Smallcap 600 Index. The TSR measurement period is three years. At the end of the measurement
period, each award will be converted into AAON common stock at 0% to 200% of the PSUs held, depending on
overall TSR as compared to the S&P SmallCap 600 Index benchmark companies.
The total pre-tax compensation cost related to unvested PSUs not yet recognized as of December 31, 2023 is
$4.3 million and is expected to be recognized over a weighted average period of approximately 1.5 years.
58
The following weighted average assumptions were used to determine the fair value of the PSUs granted on the
original grant date for expense recognition purposes for PSUs granted during the years ended December 31, 2023
and 2022, using a Monte Carlo Model:
Expected dividend rate
Expected volatility
Risk-free interest rate
Expected life (in years)
2023
2022
2021
$
0.32
$
0.25
$
32.71 %
4.66 %
2.80
37.60 %
2.00 %
2.80
0.25
39.10 %
0.28 %
2.80
The expected term of the PSUs is based on their remaining performance period. 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.
A summary of the unvested PSUs is as follows:
Unvested at December 31, 2022
Granted
Vested
Forfeited
Unvested at December 31, 20231, 2
Shares
Weighted Average
Grant Date Fair
Value
$
93,982
58,130
—
—
152,112
$
36.62
84.42
—
—
54.88
1 Consists of 22,222 PSUs cliff vesting December 31, 2023, 71,760 PSUs cliff vesting December 31, 2025, and 58,130 PSUs cliff vesting
December 31, 2026.
2 The 22,222 PSUs cliff vesting December 31, 2023 were approved by the Compensation Committee and issued to holders in February 2024.
Key Employee Awards
Subject to the MIPA Agreement (Note 4), the Company granted awards to key employees of BASX ("Key
Employee Awards"). Unlike our restricted stock awards under the 2016 Plan, the Key Employee Awards are not
considered legally outstanding and do not accrue dividends during the vesting period. The potential future issuance
of the Key Employee Awards is contingent upon BASX meeting certain post-closing earn-out milestones during
each of the years ending 2021, 2022, and 2023 as defined by the MIPA Agreement and continued employment with
the Company. At the end of the earn-out period, ending December 31, 2023, each eligible Key Employee Award
will vest and be converted into AAON common stock. The fair value of Key Employee Awards was based on the
fair market value of AAON common stock on the grant date. All pre-tax compensation cost has been recognized as
of December 31, 2023.
A summary of the unvested Key Employee Awards is as follows:
Unvested at December 31, 2022
Granted
Vested
Forfeited
Unvested at December 31, 2023
Shares
Weighted Average
Grant Date Fair
Value
39,899
—
—
—
39,899
$
$
53.45
—
—
—
53.45
59
Summary of Share-based Compensation
A summary of share-based compensation is as follows for the years ended December 31, 2023, 2022, and 2021:
Grant date fair value of awards during the period:
(in thousands)
2023
2022
2021
Options
PSUs
Restricted stock
Key employee awards
Total
Share-based compensation expense:
Options
PSUs
Restricted stock
Key employee awards
Total
Income tax benefit related to share-based compensation:
Options
Restricted stock
Total
15. Employee Benefits
Defined Contribution Plan - 401(k)
$
5,259 $
6,522 $
4,907
4,505
—
2,275
3,671
—
7,010
1,622
2,517
1,572
$
14,671 $
12,468 $
12,721
2023
2022
2021
(in thousands)
$
8,810 $
8,585 $
2,561
3,977
1,036
958
3,105
1,052
8,724
525
2,519
44
$
16,384 $
13,700 $
11,812
2023
2022
2021
(in thousands)
8,138 $
2,715 $
720
241
8,858 $
2,956 $
$
$
4,571
837
5,408
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 6.0% deferral rate and currently contributing employees
deferral rates will be increased to 6.0% unless their current rate is above 6.0% or the employee elects to decline the
automatic enrollment or increase. Administrative expenses are paid for by Plan participants. The Company paid no
administrative expenses for the years ended 2023, 2022, and 2021.
The Company matches 175.0% up to 6.0% of employee contributions of eligible compensation. Additionally, Plan
participant forfeitures are used to reduce the cost of the Company contributions.
Contributions, net of forfeitures, made to the defined
contribution plan
$
18,264 $
15,475 $
9,724
Years Ended December 31,
2023
2022
2021
(in thousands)
60
Profit Sharing Bonus Plans
We maintain a discretionary profit sharing bonus plan under which approximately 10.0% of pre-tax profit from
AAON Oklahoma and AAON Coil Products is paid to eligible employees on a quarterly basis in order to reward
employee productivity. Eligible employees are regular full-time employees of AAON Oklahoma or AAON Coil
Products 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, excluding the
Company's senior leadership team.
BASX has a separate employee incentive program ("EIP"), under which 5.0% of BASX's pre-tax profit, plus certain
add backs, is paid ratably to eligible employees based on days-of-pay during the fiscal year. Eligible employees are
regular full-time and part-time employees who have worked during the year and are still employed when the EIP
payment is made following the end of the fiscal year, excluding members of BASX's senior leadership team and any
employee paid commissions or royalties.
Years Ended December 31,
2023
2022
2021
(in thousands)
Profit sharing bonus plan and employee incentive plan expense
$
24,590 $
14,009 $
8,526
Employee Medical Plan
At AAON Oklahoma and AAON Coil Products, we self-insure for our employees' health insurance, and make
medical claim payments up to certain stop-loss amounts. We estimate our self-insurance liabilities using an analysis
provided by our claims administrator and our historical claims experience. Eligible employees are regular full-time
employees who are actively employed and working. Participants are expected to pay a portion of the premium costs
for coverage of the benefits provided under the Plan. In addition, the Company matches 175.0% of a participating
AAON Oklahoma and AAON Coil Products employee's allowed contributions to a qualified health saving account
to assist employees with our heath insurance plan deductibles.
BASX is insured for healthcare coverage through a third party. Eligible employees are regular full-time employees
who are actively employed and working. Participants are expected to pay a portion of the premium costs for
coverage of the benefits provided under the Plans. In addition, the Company contributes certain amounts for BASX's
employees enrolled in a high deductible plan to a qualified health savings account to assist employees with health
insurance plan deductibles.
Medical claim payments
Health saving account contributions
Years Ended December 31,
2023
2022
2021
(in thousands)
$
14,759 $
10,459 $
4,961
3,862
9,640
3,482
61
16. Stockholders’ Equity
Stock Repurchase
The Board has authorized one active stock repurchase programs for the Company. The Company may purchase
shares on the open market from time to time. The Board must authorize the timing and amount of these purchases
and all repurchases are in accordance with the rules and regulations of the SEC allowing the Company to repurchase
shares from the open market.
Our open market repurchase programs are as follows:
Agreement Execution Date
Authorized Repurchase $
Expiration Date
November 9, 2022
**1, 2
March 13, 2020
$20 million
November 3, 2022
$50 million
1 Expiration Date is at Board's discretion. The Company is authorized to effectuate repurchases of the Company's common stock on terms and
conditions approved in advance by the Board.
2 As of December 31, 2023, there is approximately $25.0 million remaining under the current stock repurchase program. The remaining
amount available is subject to a Board authorized 10b5-1 plan requiring certain market conditions and requirements.
The Company repurchases shares of AAON stock from employees for payment of statutory tax withholdings on
stock transactions. All other repurchases from directors or employees are contingent upon Board approval. All
repurchases are done at current market prices.
Lastly, the Company also had a stock repurchase arrangement by which employee-participants in our 401(k) Plan
were entitled to have shares of AAON stock in their accounts sold to the Company. The 401(k) Plan was amended in
June 2022 to discontinue this program. No additional shares have been purchased by the Company under this
arrangement since June 2022.
Our repurchase activity is as follows:
2023
2022
2021
(in thousands, except share and per share data)
Program
Shares1
Total $
$ per share1
Shares1
Total $
$ per share1
Shares1
Total $
$ per share1
Open market
402,873 $ 25,009 $
62.08
183,168 $ 6,823 $
37.25
— $ — $
—
401(k)
—
—
—
155,904
5,913
37.93
446,658 20,876
Employees
21,904
1,302
59.44
25,842
1,019
39.43
33,789
1,590
Total
424,777 $ 26,311 $
1 Reflects three-for-two stock split effective August 16, 2023.
61.94
364,914 $ 13,755 $
37.69
480,447 $ 22,466 $
46.74
47.06
46.76
Our repurchase activity since Company inception, including our current authorized stock repurchase programs are as
follows:
Program
Open market
401(k)
Inception to Date
(in thousands, except share and per share data)
$ per share1
Total $
Shares1
6,893,924 $
106,625 $
12,462,552
171,789
15.47
13.78
7.98
13.50
3,089,337
Directors & employees
Total
22,445,813 $
1 Reflects three-for-two stock split effective August 16, 2023.
24,662
303,076 $
Dividends
At the discretion of the Board of Directors, we pay cash dividends. Board approval is required to determine the date
of declaration and amount for each cash dividend payment.
62
Our cash dividends for the three years ended December 31, 2023 are as follows:
Declaration Date1
May 17, 2021
Record Date
June 3, 2021
Payment Date
July 1, 2021
November 9, 2021
November 26, 2021
December 17, 2021
May 18, 2022
June 3, 2022
July 1, 2022
November 8, 2022
November 28, 2022
December 16, 2022
March 1, 2023
May 18, 2023
March 13, 2023
March 31, 2023
June 9, 2023
June 30, 2023
August 18, 2023
September 8, 2023
September 29, 2023
November 10, 2023
November 29, 2023
December 18, 2023
Dividend
per Share2
Annualized Dividend
per Share2
$0.13
$0.13
$0.13
$0.16
$0.08
$0.08
$0.08
$0.08
$0.26
$0.26
$0.26
$0.32
$0.32
$0.32
$0.32
$0.32
1 Effective with the cash dividend declared on March 1, 2023 (paid on March 31, 2023), the Company moved from semi-annual cash dividends to
quarterly cash dividends.
2 Reflects three-for-two stock split effective August 16, 2023.
We paid cash dividends of $26.4 million, $22.9 million, and $19.9 million in 2023, 2022, and 2021, respectively.
Stock Split
On July 7, 2023, 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. Stockholders of record at the close of business on July 28, 2023 received one
additional share for every two shares they held as of that date on August 16, 2023 (ex-dividend date August 17,
2023). Cash was paid in lieu of fractional shares (approximately $0.5 million). All share and per share information
has been updated to reflect the effects of this stock split. The retroactive effect of the stock split resulted in
approximately $0.1 million reclass between common stock and retained earnings within stockholders' equity on the
consolidated balance sheet.
Contingent Shares Issued in BASX Acquisition
As discussed above, the Company declared a three-for-two stock split effective August 16, 2023. All share and per
share information has been updated to reflect the effect of the stock split.
On December 10, 2021, we closed on the acquisition of BASX (Note 4). Under the MIPA Agreement, we
committed to $78.0 million in the aggregate of contingent consideration to the former owners of BASX, which is
payable in approximately 1.56 million shares of AAON stock, par value $0.004 per share. The shares do not accrue
dividends.
Under the MIPA Agreement, the potential future issuance of the shares is contingent upon BASX meeting certain
post-closing earn-out milestones during each of the years ended 2021, 2022, and 2023. We estimated the fair value
of contingent consideration related to these shares to be approximately $60.0 million, which is included in additional
paid-in capital on the consolidated balance sheets. As of December 31, 2023, 0.58 million and 0.73 million shares
related to the earn-out milestones for the years ended 2022 and 2021, respectively, have been issued to the former
owners of BASX as private placements exempt from registration with the SEC under Rule 506(b), which are
included in common stock on the consolidated statements of stockholders' equity. No additional shares have been
issued subsequent to December 31, 2023.
63
17. New Markets Tax Credit
2019 New Markets Tax Credit
On October 24, 2019, the Company entered into a transaction with a subsidiary of an unrelated third-party financial
institution (the “2019 Investor”) and a certified Community Development Entity under a qualified New Markets Tax
Credit (“2019 NMTC”) program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended, related
to an investment in plant and equipment to facilitate the expansion of our Longview, Texas manufacturing
operations (the “2019 Project”). In connection with the 2019 NMTC transaction, the Company received a
$23.0 million NMTC allocation for the Project and secured low interest financing and the potential for future debt
forgiveness related to the 2019 Project.
Upon closing of the 2019 NMTC transaction, the Company provided an aggregate of approximately $15.9 million to
the 2019 Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%.
This $15.9 million in proceeds plus capital contributed from the 2019 Investor was used to make an aggregate
$22.5 million loan to a subsidiary of the Company. This financing arrangement is secured by equipment at the
Company's Longview, Texas facilities and a guarantee from the Company, including an unconditional guarantee of
the NMTCs.
This transaction also includes a put/call feature either of which can be exercised at the end of the seven-year
compliance period. The 2019 Investor may exercise its put option or the Company can exercise the call, both of
which could serve to trigger forgiveness of a portion of the debt. The 2019 Investor's interest of $6.5 million is
recorded in New market tax credit obligation on the consolidated balance sheets. The Company incurred
approximately $0.3 million of debt issuance costs related to the above transactions, which are being amortized over
the life of the transaction.
2023 New Markets Tax Credit
On April 25, 2023, the Company entered into a transaction with a subsidiary of an unrelated third-party financial
institution (the “2023 Investor”) and a certified Community Development Entity under a qualified New Markets Tax
Credit (“2023 NMTC”) program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended, related
to an investment in plant and equipment to facilitate the expansion of our Longview, Texas manufacturing
operations (the “2023 Project”). In connection with the 2023 NMTC transaction, the Company received a
$23.0 million NMTC allocation for the 2023 Project and secured low interest financing and the potential for future
debt forgiveness related to the expansion of its Longview, Texas facilities.
Upon closing of the 2023 NMTC transaction, the Company provided an aggregate of approximately $16.7 million to
the Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%. This
$16.7 million in proceeds plus capital contributed from the 2023 Investor was used to make an aggregate
$23.8 million loan to a subsidiary of the Company. This financing arrangement is secured by a guarantee from the
Company, including an unconditional guarantee of the NMTCs. The net proceeds from the closing of the 2023
NMTC is included in restricted cash on our consolidated balance sheets required to be used for the 2023 Project.
This transaction also includes a put/call feature either of which can be exercised at the end of the seven-year
compliance period. The 2023 Investor may exercise its put option or the Company can exercise the call, both of
which could serve to trigger forgiveness of a portion of the debt. The 2023 Investor's interest of $5.7 million is
recorded in New market tax credit obligation on the consolidated balance sheets. The Company incurred
approximately $0.4 million of debt issuance costs related to the above transactions, which are being amortized over
the life of the transaction.
The 2019 Investor and the 2023 Investor are each subject to 100 percent recapture of the 2019 and 2023 NMTC,
respectively, it receives for a period of seven years, as provided in the Internal Revenue Code and applicable U.S.
Treasury regulations in the event that the financing facility of the Borrower under the transaction (AAON Coil
Products, Inc.) becomes ineligible for NMTC treatment per the Internal Revenue Code requirements. The Company
is required to be in compliance with various regulations and contractual provisions that apply to the 2019 NMTC
arrangements and 2023 NMTC arrangements, respectively. Noncompliance with applicable requirements could
result in the 2019 and/or 2023 Investor’s projected tax benefits not being realized and, therefore, require the
Company to indemnify the 2019 Investor and 2023 Investor for any loss or recapture of the 2019 NMTC and 2023
NMTC, respectively, related to the financing until such time as the recapture provisions have expired under the
applicable statute of limitations. The Company does not anticipate any credit recapture will be required in
connection with this financing arrangement.
64
The 2019 Investor and 2023 Investor and its majority owned community development entity are considered VIEs
and the Company is the primary beneficiary of the VIEs. This conclusion was reached based on the following:
•
•
•
•
the ongoing activities of the VIEs, collecting and remitting interest and fees and NMTC compliance, were
all considered in the initial design and are not expected to significantly affect performance throughout the
life of the VIE;
contractual arrangements obligate the Company to comply with NMTC rules and regulations and provide
various other guarantees to the Investor and community development entity;
the 2019 Investor and 2023 Investor lacks a material interest in the underling economics of the project; and
the Company is obligated to absorb losses of the VIEs.
Because the Company is the primary beneficiary of the VIEs, they have been included in the consolidated financial
statements. There are no other assets, liabilities or transaction in these VIEs outside of the financing transactions
executed as part of the NMTC arrangement.
2024 New Markets Tax Credit
On February 27, 2024, the Company entered into a transaction with a subsidiary of an unrelated third-party financial
institution (the “2024 Investor”) and a certified Community Development Entity under a qualified New Markets Tax
Credit (“2024 NMTC”) program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended, related
to an investment in real estate to facilitate the current expansion of our Longview, Texas manufacturing operations
(the “Project”). In connection with the 2024 NMTC transaction, the Company received a $15.5 million NMTC
allocation for the Project and secured low interest financing and the potential for future debt forgiveness related to
the expansion of its Longview, Texas facilities.
Upon closing of the 2024 NMTC transaction, the Company provided an aggregate of approximately $11.0 million to
the Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%. This
$11.0 million in proceeds plus capital contributed from the Investor was used to make an aggregate $16.0 million
loan to a subsidiary of the Company. This financing arrangement is secured by a guarantee from the Company,
including an unconditional guarantee of NMTCs.
This transaction also includes a put/call feature that either of which can be exercised at the end of the seven-year
compliance period. The Investor may exercise its put option or the Company can exercise the call, both of which
could serve to trigger forgiveness of a portion of the debt.
The 2024 Investor is subject to 100 percent recapture of the 2024 NMTC it receives for a period of seven years, as
provided in the Internal Revenue Code and applicable U.S. Treasury regulations in the event that the financing
facility of the Borrower under the transaction (AAON Coil Products, Inc.) becomes ineligible for NMTC treatment
per the Internal Revenue Code requirements. The Company is required to be in compliance with various regulations
and contractual provisions that apply to the 2024 NMTC arrangement. Noncompliance with applicable requirements
could result in the 2024 Investor’s projected tax benefits not being realized and, therefore, require the Company to
indemnify the 2024 Investor for any loss or recapture of the 2024 NMTC related to the financing until such time as
the recapture provisions have expired under the applicable statute of limitations. The Company does not anticipate
any credit recapture will be required in connection with this financing arrangement.
18. Commitments and Contingencies
Havtech Litigation
On January 24, 2022, one of the Company’s former independent sales representative firms, Havtech, LLC (and its
affiliate, Havtech Parts Division, LLC, collectively “Plaintiffs”), filed a complaint (the “Complaint”) in the Circuit
Court for Howard County, Maryland (Havtech, LLC, et al., v. AAON, Inc., et al.). The Complaint challenged the
Company’s termination of its business relationship with Plaintiffs. The Company removed the action to the United
States District Court for the District of Maryland (Northern Division) and moved to dismiss the Complaint.
Plaintiffs’ First Amended Complaint (“First Amended Complaint”) was entered by the court on July 28, 2022. The
First Amended Complaint asserts that the Company improperly terminated Plaintiffs and seeks damages alleged to
be no less than $48.6 million, plus fees and costs. The Company filed its Answer to First Amended Complaint on
January 31, 2023.
65
On September 28, 2023, the parties attended a court ordered settlement conference and agreed to resolve the case for
$7.5 million. A settlement agreement was entered into on October 25, 2023 and the case has been dismissed with
prejudice. The settlement of $7.5 million has been included in selling, general and administrative expenses on our
consolidated statement of income. The final payment was made on October 26, 2023.
Other Matters
The Company is involved from time to time in claims and lawsuits incidental to our business arising from various
matters, including alleged violations of contract, product liability, warranty, environmental, regulatory, personal
injury, intellectual property, employment, tax and other laws. 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 do not believe these matters will have a material adverse effect on our 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. In 2023, the Company executed a five-year
purchase commitment for refrigerants. In 2023, the Company made payments of $10.1 million on this contract.
Estimated minimum future payments are $11.9 million, $9.1 million, $10.5 million, and $11.2 million for 2024,
2025, 2026, and 2027, respectively. We had no other material contractual purchase obligations as of December 31,
2023.
19. New Accounting Pronouncements
Changes to U.S. GAAP are established by the 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 October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response
to SEC's Disclosure Update and Simplification Initiative. The new guidance is intended to update a variety of
disclosure requirements. The effective date for each amendment will be the date on with the SEC's removal of that
related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. Upon
adoption, this ASU is not expected to have a material impact on the Company's financial statements and related
disclosures.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280). The new guidance
improves reportable segment disclosures primarily through enhanced disclosures about significant segment expenses
and by requiring current annual disclosures to be provided in interim periods. The amendments in this ASU are
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after
December 15, 2024, with early adoption permitted. Upon adoption, this ASU is not expected to have a material
impact on the Company's financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). The new guidance is intended to
enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU are
effective for annual periods beginning after December 15, 2024. Upon adoption, this ASU is not expected to have a
material impact on the Company's financial statements and related disclosures.
66
20. 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:
2023
2022
(in thousands, except share and per share data)
2021
$
177,623 $
100,376 $
58,758
Basic weighted average shares3
Effect of dilutive shares related to stock based compensation1, 3
Effect of dilutive shares related contingent consideration2, 3
Diluted weighted average shares3
81,156,114
1,972,380
166,796
83,295,290
79,582,480
1,264,175
298,955
81,145,610
78,606,298
1,952,547
34,639
80,593,484
Earnings per share:
Basic3
Dilutive3
Anti-dilutive shares:
$
$
2.19 $
2.13 $
1.26 $
1.24 $
0.75
0.73
Shares3
314,108
1 Dilutive shares related to stock options, restricted stock, PSUs and Key Employee Awards (Note 14)
2 Dilutive shares related to contingent shares issued to former owners of BASX (Note 4)
3 Reflects three-for-two stock split effective August 16, 2023.
908,221
456,045
21. Related Parties
The following is a summary of transactions and balances with affiliates:
Sales to affiliates
Payments to affiliates
Due from affiliates
Due to affiliates
Years Ended December 31,
2023
2022
2021
(in thousands)
$
7,860 $
1,476
5,789 $
1,318
3,752
185
December 31,
2023
2022
$
(in thousands)
994 $
145
432
—
The nature of our related party transactions is as follows:
•
•
•
•
The Company sells units to an entity owned by a member of the CEO/President's immediate family. This
entity is also one of the Company’s Representatives and as such, the Company makes payments to the
entity for third party products.
The Company purchases some supplies from entities controlled by two of the Company’s board members
and a member of the Company's executive management team.
The Company periodically makes part sales and makes payments to a board member related to a consulting
agreement.
The Company periodically rents space partially owned by the CEO/President for various Company
meetings.
67
•
•
The Company purchases flight time for use of an aircraft partially owned by two members of the
Company's executive management team.
From December 10, 2021 through May 31, 2022, the Company leased a manufacturing and office facility
in Redmond, Oregon from an entity in which certain members of BASX management had an ownership
interest. This facility was purchased 100% by the Company on May 31, 2022.
22. Segments
The Company has determined that it has three reportable segments for financial reporting purposes. Management
evaluates the performance of its business segments primarily on gross profit. The Company's chief decision maker
("CODM"), our CEO, allocates resources and assesses the performance of each operating segment using information
about the operating segment's net sales and income from operations. The CODM does not evaluate operating
segments using asset or liability information.
AAON Oklahoma: AAON Oklahoma engineers, manufactures, and sells, semi-custom, and custom HVAC systems,
designs and manufactures controls solutions, and sells retail parts to customers through retail part stores and online.
AAON Oklahoma includes the operations of our Tulsa, OK and Parkville, MO manufacturing facilities, two retail
locations, and the Norman Asbjornson Innovation Center ("NAIC") research and development laboratory accredited
by the Air Movement and Control Association International, Inc. ("AMCA").
With the NAIC, a world-class research and development ("R&D") laboratory in Tulsa, OK, our products are
continuously tested under a variety of extreme environmental conditions to ensure they deliver the ultimate
performance, efficiency, and value.
Also located in Tulsa, OK, our cutting-edge Customer Exploration Center showcases the engineering, design
attributes and premium build quality of our equipment side-by-side the market alternatives.
AAON Coil Products: AAON Coil Products engineers and manufactures a selection of our semi-custom, and custom
HVAC systems as well as a variety of heating and cooling coils to be used in HVAC systems, mostly for the benefit
of AAON Oklahoma, AAON Coil Products, and BASX. AAON Coil Products consists of operations at our
Longview, TX manufacturing facilities.
BASX: BASX engineers, manufactures, and sells an array of custom, high-performance cooling solutions for the
rapidly growing hyperscale data center market, ventilation solutions for cleanroom environments in the bio-
pharmaceutical, semiconductor, medical and agriculture markets, and highly custom, air handlers and modular
solutions for a vast array of markets. BASX consists of operations at our Redmond, OR manufacturing facilities.
68
The following table summarizes certain financial data related to our segments. Transactions between segments are
recorded based on prices negotiated between the segments. The Gross Profit amounts shown below are presented
after elimination entries.
Net Sales
AAON Oklahoma
External sales
Inter-segment sales
AAON Coil Products
External sales
Inter-segment sales
BASX1
External sales
Inter-segment sales
Eliminations
Net sales
Gross Profit
AAON Oklahoma
AAON Coil Products
BASX1
Gross profit
Years Ended December 31,
2023
2022
2021
(in thousands)
$
897,919
$
663,845
$
463,845
4,324
3,251
2,504
112,320
38,831
158,279
1,480
(44,635)
107,290
30,932
117,653
79
66,589
24,250
4,083
—
(34,262)
(26,754)
$
1,168,518
$
888,788
$
534,517
$
320,067
$
172,983
$
126,868
29,324
49,629
33,311
31,278
10,075
887
$
399,020
$
237,572
$
137,830
1 BASX was acquired on December 10, 2021. We have included the results of BASX's operations in our consolidated financial statements
beginning December 11, 2021.
Long-lived assets
AAON Oklahoma
AAON Coil Products
BASX
Total long-lived assets
Intangible assets and goodwill
AAON Oklahoma
AAON Coil Products
BASX
Total intangible assets and goodwill
December 31,
2023
2022
(in thousands)
$
$
$
$
248,556
$
83,169
49,996
381,721
$
10,282
$
—
139,663
149,945
$
213,731
68,013
35,578
317,322
3,229
—
143,269
146,498
69
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of December 31, 2023.
Based upon the evaluation, our principal executive and principal financial officers have concluded that our
disclosure controls and procedures were effective at December 31, 2023 to ensure the information required to be
disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers, as appropriate, to allow timely
decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the SEC.
(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 as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our internal control over financial
reporting is a process designed by, or under the supervision of, our principal executive and principal financial
officers, 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.
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 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, our management concluded that the Company maintained
effective internal control over financial reporting as of December 31, 2023.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 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
2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
70
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
AAON, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of AAON, Inc. (a Nevada corporation) and subsidiaries
(the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2023, 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) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended
December 31, 2023, and our report dated February 28, 2024 expressed an unqualified opinion on those financial
statements.
Basis for opinion
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 (“Management’s Report”). Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and limitations of internal control over financial reporting
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.
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
February 28, 2024
71
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 stockholders scheduled to be held on May 21,
2024.
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 Rebecca A. Thompson, or by calling (918) 382-6216.
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 stockholders scheduled to be held on May 21, 2024.
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 21, 2024.
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
stockholders scheduled to be held May 21, 2024.
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 2023, 2022, or 2021.
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 21, 2024.
72
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)
Amended and Restated Bylaws (i)
(4.1)
(4.2)
(4.16)
(10.1)
(10.2)
(10.3)
(21)
(23)
(31.1)
(31.2)
(32.1)
(32.2)
(97.1)
(99.1)
Amended and Restated Loan Agreement (dated November 24, 2021) and related documents
(iii)
First Amendment to the Amended and Restated Loan Agreement (dated May 27, 2022) and
related documents (viii)
Description of Securities
AAON, Inc. 1992 Stock Option Plan, as amended (v)
AAON, Inc. 2007 Long-Term Incentive Plan, as amended (vi)
AAON, Inc. 2016 Long-Term Incentive Plan (iv)
List of Subsidiaries
Consent of Grant Thornton LLP
Certification of CEO
Certification of CFO
Section 1350 Certification – CEO
Section 1350 Certification – CFO
Executive Officer Compensation Recovery Policy
Membership Interest Purchase Agreement - Acquisition of BASX, LLC (dated November 18,
2021) (vii)
(101)
(INS)
Inline XBRL Instance Document
(101)
(SCH)
Inline XBRL Taxonomy Extension Schema
(101)
(CAL)
Inline XBRL Taxonomy Extension Calculation Linkbase
(101)
(DEF)
Inline XBRL Taxonomy Extension Definition Linkbase
(101)
(LAB)
Inline XBRL Taxonomy Extension Label Linkbase
(101)
(PRE)
Inline XBRL Taxonomy Extension Presentation Linkbase
(104)
(i)
(ii)
(iii)
Cover Page Interactive Data File (embedded within the Inline XBRL Document and included
in Exhibit 101)
Incorporated herein by reference to the exhibits to our Form 8-K dated May 15, 2020.
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 exhibit to our Form 8-K dated November 24, 2021.
73
(iv)
(v)
(vi)
(vii)
(viii)
Incorporated herein by reference to our Form S-8 Registration Statement No. 333-212863
dated August 2, 2016, our Form S-8 Registration Statement No. 333-226512 dated August 2,
2018, and our Form S-8 Registration Statement No. 333-241538 dated August 6, 2020.
Incorporated herein 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.
Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2021.
Incorporated herein by reference to the exhibits to our Form 8-K dated May 27, 2022.
74
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
Dated: February 28, 2024
By:
/s/ Gary D. Fields
Gary D. Fields, Chief Executive Officer
AAON, INC.
75
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 28, 2024
Dated: February 28, 2024
Dated: February 28, 2024
Dated: February 28, 2024
Dated: February 28, 2024
Dated: February 28, 2024
Dated: February 28, 2024
Dated: February 28, 2024
Dated: February 28, 2024
Dated: February 28, 2024
Dated: February 28, 2024
/s/ Gary D. Fields
Gary D. Fields
Chief Executive Officer and Director
(principal executive officer)
/s/ Rebecca A. Thompson
Rebecca A. Thompson
Chief Financial Officer
(principal financial officer)
/s/ Christopher D. Eason
Christopher D. Eason
Chief Accounting Officer
(principal accounting officer)
/s/ Norman H. Asbjornson
Norman H. Asbjornson
Director
/s/ Angela E. Kouplen
Angela E. Kouplen
Director
/s/ Caron A. Lawhorn
Caron A. Lawhorn
Director
/s/ Stephen O. LeClair
Stephen O. LeClair
Director
/s/ A.H. McElroy II
A.H. McElroy II
Director
/s/ David R. Stewart
David R. Stewart
Director
/s/ Bruce Ware
Bruce Ware
Director
/s/ Luke A. Bomer
Luke A. Bomer
Secretary
76
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Exhibit 4.16
As of February 28, 2024, AAON, Inc., a Nevada corporation, (“AAON”) has one class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our
Common Stock.
Description of Common Stock
The following description of our Common Stock is a summary based on and qualified by our Amended and
Restated Articles of Incorporation of AAON, Inc. (as further amended to date, the “Articles of Incorporation”) and
our Bylaws (as amended to date, the “Bylaws”).
Authorized Capital Shares
Our authorized capital shares consist of 100,000,000 shares of common stock, $0.004 par value per share
(“Common Stock”), and 5,000,000 shares of series preferred stock, $0.001 par value per share (“Preferred Stock”).
The outstanding shares of our Common Stock are fully paid and nonassessable.
Voting Rights
Holders of Common Stock are entitled to one vote per share on all matters voted on by the stockholders,
including the election of directors. Our Common Stock does not have cumulative voting rights.
Dividend Rights
Subject to the rights of holders of outstanding shares of Preferred Stock, if any, the holders of Common
Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors in its
discretion out of funds legally available for the payment of dividends.
Liquidation Rights
Subject to any preferential rights of outstanding shares of Preferred Stock, if any, holders of Common
Stock will share ratably in all assets legally available for distribution to our stockholders in the event of dissolution.
Other Rights and Preferences
Our Common Stock has no sinking fund or redemption provisions or preemptive, conversion or exchange
rights.
Listing
The Common Stock is traded on The Nasdaq Stock Market LLC under the trading symbol “AAON.”
77
LIST OF SUBSIDIARIES OF AAON, INC.
Exhibit 21
Jurisdiction of Organization
Oklahoma
Texas
Oregon
Subsidiary
AAON, Inc.
AAON Coil Products, Inc.
BasX, Inc.
78
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 28, 2024, with respect to the consolidated financial statements and
internal control over financial reporting included in the Annual Report of AAON, Inc. on Form 10-K for the year
ended December 31, 2023. We consent to the incorporation by reference of said reports in the Registration
Statements of AAON, Inc. on Forms S-8 (File No. 333-151915, File No. 333-207737, File No. 333-212863, File No.
333-226512, and File No. 333-241538).
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
February 28, 2024
79
I, Gary D. Fields, certify that:
CERTIFICATION
Exhibit 31.1
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 28, 2024
/s/ Gary D. Fields
Gary D. Fields
Chief Executive Officer
80
I, Rebecca A. Thompson, certify that:
CERTIFICATION
Exhibit 31.2
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 28, 2024
/s/ Rebecca A. Thompson
Rebecca A. Thompson
Chief Financial Officer
81
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, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
Gary D. Fields, 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 28, 2024
/s/ Gary D. Fields
Gary D. Fields
Chief Executive Officer
82
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, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
Rebecca A. Thompson, 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 28, 2024
/s/ Rebecca A. Thompson
Rebecca A. Thompson
Chief Financial Officer
83
The Company has
never been more
well managed than
it is currently and we
have never been more
optimistic of the future
than we are today.”
—Gary Fields, CEO
AAON Officers and Board
AAON, INC. OFFICERS positions and ages as of March 22, 2024
Gary Fields 64
Chief Executive Officer
Matt Tobolski 40
President and Chief Operating Officer
Doug Wichman 36
Vice President and President,
AAON Coil Products
Dave Benson 66
Vice President and President, BASX
Xerxes Gazder 59
Chief Information Officer
Chris Eason 42
Chief Accounting Officer
Rebecca Thompson 45
Vice President, Finance, Chief Financial
Officer, and Treasurer
Casey Kidwell 45
Vice President, Administration
Stephen Wakefield 47
Vice President and Executive Vice
President, AAON Oklahoma
Rob Teis 54
Vice President, Business Technology
AAON, INC. BOARD OF DIRECTORS positions and ages as of March 22, 2024
Norman H. Asbjornson 88
Founder, Retired, Chief Executive Officer
and Executive Chairman
AAON
Caron A. Lawhorn 63
Retired, Senior Vice President and
Chief Financial Officer
ONE GAS, INC.
David R. Stewart 68
Chief Administrative Officer and Trustee
OKLAHOMA ORDNANCE WORKS
AUTHORITY
Gary D. Fields 64
Chief Executive Officer
AAON
Angela E. Kouplen 50
Senior Vice President and Chief Human
Resources Officer
ONE GAS, INC.
Stephen O. LeClair 55
Chairman and Chief Executive Officer
CORE & MAIN, INC.
A.H. McElroy II 61
President and Chief Executive Officer
MCELROY MANUFACTURING, INC.
Bruce Ware 48
Corporate Vice President and Group
Head Joint Venture Capital Raising
DAVITA, INC.
TRANSFER AGENT
AND REGISTRAR
Issuer Direct
One Glenwood Avenue, Suite 1001
Raleigh, NC 27603
AUDITORS
Grant Thornton LLP
6120 South Yale Avenue, Suite 1400
Tulsa, Oklahoma 74136
GENERAL COUNSEL
Johnson & Jones, P.C.
Two Warren Place
6120 South Yale Avenue, Suite 500
Tulsa, Oklahoma 74136
COMMON STOCK
NASDAQ–AAON
INVESTOR RELATIONS
Joseph Mondillo
Director of Investor Relations
(617)877-6346
joseph.mondillo@AAON.com
EXECUTIVE OFFICES
2425 South Yukon Avenue
Tulsa, Oklahoma 74107
The AAON Team
We are changing
the world because
of the great people
that work here.
GARY ABBE
ANGEL ACEDO
LUIS ACEDO CHUCHON
RAUL ACEDO ZELAYARAN
KEYLA ACEVES
CHRISTOPHER ACKLEY
MIRIAN ACOSTA
MA ACOSTA DE AGUAYO
ALFREDO ACOSTA JIMENEZ
ANDRES ACOSTA LUJAN
ANDRES ACUNA
BRIAN ACUNA
RAQUEL ACUNA SEGURA
DAKOTA ADAMS
DAVID ADAMS
DERRICK ADAMS
GARY ADAMS
JAMILAH ADAMS
PAUL ADAMS
REBECCA ADAMS
RUSTY ADAMS
RYAN ADAMS
WILLIAM ADAMS
JOHN ADAMS
AARON ADKINS
ASLAM AFGHAN
HAZRAT AFGHAN
NIKWALI AFGHAN
NOOR AKBER KHAN AFGHAN
SHABA NOOR AFGHAN
YOLIMAR AGELVIS ARELLANO
AGRIPPA AGRIPPA
MARIE AGUERO
JOSE AGUILAR
YAHIR AGUIRRE
CESAR AGUIRRE
JUAN AGUIRRE-RODRIGUEZ
CAMERON AHERN
AHMAD AHMADI
ZEESHAN AHMED
BERNY AIEN
EMINE AITOMY
ARLEEN AIZAWA
HARRY AIZAWA
HENRY AIZAWA
BROWN AKIN
EMILY AKIN
NATHANAEL AKUMA
NADER AL HASHMI
AUSS AL SULTAN
DANIEL ALAGDON
ALEXIS ALBIN
ALEJANDRA ALEGRIA REYES
MARIA ESTELA ALEJANDREZ
MATA
MAURICIO ALEMAN SANCHEZ
GREGG ALEMY
JOSHUA ALEXANDER
JOSIAH ALEXANDER
KEAJIAH ALEXANDER
KESHOYN ALEXANDER
ZACHARY ALEXANDER
SHANNON ALFORD
ANISIO ALIWIS
JUSTIN ALLDREDGE
CHARLES ALLEN
DANIEL ALLEN
JOHN-PAUL ALLEN
SCOTTY ALLEN
TYLER ALLEN
CORBAN ALLEN
CHAD ALLRUNNER
ZAHIDULLAH ALMAS
HEATHER ALSTON
JAMES ALSTON
SONIA ALTER ESPINA
STEPHEN ALTSTATT
LINCY ALVARADO
JOSE ALVARADO
NATALIE ALVARADO
YACKSENDEL ALVARADO
MALDONADO
ADRIAN ALVARADO MONZON
GEORGE ALVAREZ
JEFFRY ALVAREZ
MALDONADO
DELAJAN AMIRI
MOHAMMAD AMIRI
WAISULLAH AMIRI
SARAH ANDERSEN
JENS ANDERSEN
THOMAS ANDERSON
WANDA ANDERSON
WILLIAM ANDERSON
MICHAEL ANDERSON
JASON ANDERSON
BRENT ANDERSON
PERRY ANDERSON JR
BRANDON ANDREW
RENITA ANDREW
RUSSELL ANDREWS
THOMAS ANGEI
JONATHAN ANGIERI
WESLEY ANSELME
BENJI ANTOLIN
KRIS ANTOSH
MARION ANTWINE
WILLIAM APPELDORN
SAMRA ARAIN
JESUS ARAUJO
LAURA ARAUJO GONZALEZ
NEREIDA ARCILA MORAN
JESUS ARELLANES RAMIREZ
JAVIER ARELLANO
FIDEL ARGUMEDO RANGEL
JORGE ARIZMENDI
BAKHT ARMANI
JOSHUA ARMAS
LUCAS ARMENTOR
DAVID ARMSTRONG
JERI ARMSTRONG
JASON ARNOLD
KIMBERLY ARNONE
CONNER ARP
CLARISSA ARRIAGA
CLAYTON ARRINGTON
GERARDO ARROYO
ROSA ARROYO SANCHEZ
ROGELIO ARTEAGA
REINAURITH ARTEAGA
BRANDON ARTHUR
JULIUS ARTHUR
JERMAN ASBERRY
MARIA ASENCIO
JOHN ASHLEY , JR
DAVID ASHLOCK
TIMOTHY ASIMAKIS
FOSTINO ATAN
PAULA AUKU
CHAN MYAE AUNG
MAY AUNG
THIHA AUNG
VUNG AUNG
CHRISTOPHER AUSBORN
ROBERT AUSMUS
NOLA AVANT
AGUSTIN AVELAR QUINTERO
JACOB AVEN
JOSE AVILA
JOSEPH AVILA
GUSTAVO AVILA GARCIA
ALEXANDER AVILES
ZIN AW
NANG AWN
ROBYN AYDELOTT
THAN THAN AYE
KRISTIN AYLETT
ABDUL AZIZ
SHAHABUDDIN AZIZI
NORA BACKUS
ANTHONY BADGETT
EDGAR BAEZA
JACOB BAIER
ABEL BAKER
BAKHT ALI BAKHTYAR
JUAN BALANDRAN
JOHN BALDWIN
CHANDEL BALLARD
PEDRO BALTAZAR
ERICK BALTAZAR INES
CLAUDIA BANDA
JOVANI BANDERAS
ALEX BARAJAS
BLAKE BARBER
MYLES BARBER
JACOB BARBER
JACKELINE BARBOZA
CHETT BARCELONA
CHETT BARCELONA JR
BRYCE BARKER
DAVID BARKLEY
JUSTIN BARLETT
LEROY BARNABAS
DALLAS BARNES
TERRIE BARNES
JENELLE BARNES
GRACE BARR
ANA BARRAGAN DE ALTENEH
JORDAN BARRE
LITZY BARRERA ROMERO
LOGAN BARRETT
WENDY BARRIOS
MICHELLE BARRON
TERESA BARRON
QURON BARRYER
HANNAH BARTELS
CHRISTOPHER BARTH
FRANCISCO BARTOLO GAONA
SHERRY BATES
OLAJUWAUN BATISTE
PHILIP BATTERSON
JAMES BAUGH
LUIS BAUTISTA
JOSHUA BAWI LING
MIGUEL BAZAN
MICHAEL BEACH
JESSICA BEALL
JASON BEAN
MICHAEL BEARD
CAMERON BEAUDOIN
ELIGIO BECERRA
SHANNON BECK
JOE BECK
LIONEL BECKMAN
BILLY BEDSWORTH
MARK BEHN JR
LILLIAN BELAMY
LEGEN BELCHER
CARLOS BELISARIO
BARBARA BELL
EFTON BELL
JASON BELL
JNAJAHA BELL
LEANNA BELL
ZAKEYIA BELL
RUBEN BELLIDO FERRER
SHAWN BENDELE
JAVES BENITEZ
ELVIA BENITEZ-AVILES
BRYAN BENNETT
DONNA BENNETT
MORGAN BENNETT
FRANCIS BENNETT, JR
JOSEPH BENOIT
SHELLIE BENSON
DAVID BENSON
DANIEL BENSON
JARED BENTON
TYUANNA BENTON
MARC BERBIG
CHRISTIAN BERGER
KRISTOFER BERGGREN
ANDREW BERGLUND
LIDIA BERNAL BECERRA
DAVID BERRY
MICHAEL BERRY
CURTIS BERRY
ELLIOT BERRYHILL
ANTHONY BERTON
NATHANIEL BERTON
ANTHONY BESECKE
SERGIO BESERRA
JAMMIE BETHEL
DANIEL BIGBY
KENNETH BIGHAM JR
ROBERT BIGPOND
JAMES BILBREY
DAVID BILDERBACK
PHILLIP BINFORD
ROBERTT BISHOP
BRADLEY BISHOP
ETHAN BLACKMAN
NICOLI BLACKWOOD
MARVIN BLADES, JR
JACOB BLAIR
CAMDEN BLAKELY
MAXIMILLIAN BLAKEMORE
AUGUSTUS BLAKEMORE
JOSE BLANCO
WILLIAM BLANK
LACRETIA BLANTON
BRIAN BLANTON
DAVID BLEVINS
DEVON BLOOD
DUSTIN BLOOD
JACK BOBADILLA
JAMES BOBBITT
NICHOLAS BOBBITT
CHANCE BODIFORD
DANIEL BOELK
LHING BOI
THANG BOI
WESTON BOISA
DAMIAN BOLDEN
ADELTRUDES BOND
JOSHUAH BONE
JOSHUA BONEY
MICHAEL BONEY
JOSE BONILLA CANIZALEZ
ROGER BORJA BARREIRO
JOSEPH BOSS
CORBIN BOUGH
DARRIN BOUGH
KYLE BOUGIO
AUSTIN BOWERS
DANIEL BOWERS
ALEXANDER BOWKER
EUGENE BOWMAN
ALICE BOYCE
JOHN BOYD
JUSTIN BOYD
ERIK BOYNTON
JOHNNY BOZMAN
ROIBY BRACHO QUINONES
MARC BRADBURY
SHAVESHIA BRADLEY
RASHARD BRADLEY
DANIEL BRADLEY
FRANCISCO BRAMBILA
GRIFFIN BRANHAM
ERIK BRANTNER
JAIRO BRAVO
AMANDO BRAVO ARIAS
JUAN BRAVO SANCHEZ
KATHLEAN BRELAND
BENJAMIN BREMER
PORTER BRENNAN
AMANDA BRESEE
MICHAEL BRESSERS
SETH BRESSLER
STEVEN BRIGHTWELL
CRAIG BRIGHTWELL
MARY ANNE BRIGHTWELL
BRISA BRISENO
WILLIAM BRITO
QUINTON BROADNAX
NICHOLAS BROCKWAY
DUSTIN BROD
JUSTIN BRODERICK
THAD BROLLIER
ARLUNDA BROOKS
KYLEE BROOKS
WINSTON BROSEKE
BRANDON BROWN
CHRISTOPHER BROWN
LONNIE BROWN
MICHAEL BROWN
MITCHELL BROWN
NATHANUAL BROWN
PAIGE BROWN
QUINTELLA BROWN
SARAH BROWN
SHELIA BROWN
SHENEQUA BROWN
TIMOTHY BROWN
WILEY BROWN
WESLY BROWNING
CHRISTOPHER BROWNING
JOSEPH BROYLES
JERRILIUS BRUCE
ZACHARY BRUMMUND
CHRISTOPHER BRYANT
CHRISTOPHER BRYANT
DERRICK BUCHANAN
CODY BUCKHANON
VAN BUI
JAMES BUIE
JAMES BUIE
AUSTIN BULLARD
HAYDEN BULLINGER
BAILEY BUNKERS
JASON BUNNELL
BLAKE BURCH
NEIL BURCH
BEAU BURGESS
KEITH BURKES
MARISA BURNES
ROBYN BURNETTE
THOMAS BURRELL
CLIFTON BURRUS
ROBERT BURT
SAMUEL BUSH
WAYNE BUSH
ADRIAN BUTLER
BRANDON BUTLER
CORTNEY BUTLER
LASHAWNDA BUTLER
ROSA BUTLER
JOSEPH BUXTON
DAKOTA BYNUM
JUSTIN BYRD
JESSEE CABLE
ELSA CABRERA
JANIBAL CABUDOY
ALEJANDRO CADENA
MARBELLA CADENA
CLEVELAND CAGE, JR
KOBE CAGLE
STEVEN CAGLE
ANDREW CAIL
JASON CALDER
RAYMOND CALDERA
YOSMAR CALDERA
HERNANDEZ
MARGARITO CALDERON
CASEY CALDWELL
SANDRA CALDWELL
TYLER CALICO
JORGE CALIXTO
CODY CALL
TYLER CALL
JOHN CALLAHAN
GUY CALLAHAN
EDWARD CALLOWAY
MARIA CAMACHO
BRANDON CAMERON
TEVIN CAMERON
JEFFREY CAMPBELL
TOMMY CAMPBELL
ZAVEYION CAMPBELL
ROBERT CAMPBELL
TATIANA CAMPOS SILVA
TREVIN CANADY
GILDA CANNADY
EDGAR CANO
DEALOMONEY CANTRELL-
JOHNSON
MARIKIA CAPERS
BILLY CARDER
GUADALUPE CARDONA
ANDRES
DREW CARDOZA
JANIA CARLIN TOVAR
CHRISTOPHER CARMAN
TODD CARNER
WILLIAM CARNLEY
MARCHELL CARPENTER
RACHEL CARR
LISA CARRIERO
MICHAEL CARRILLO
VINCENT CARSON
BRIDGET CARTER
KENDRIX CARTER
ROBERT CARTER
RICHARD CARTWRIGHT
ISMAEL CARVAJAL
CRISTOBAL CARVAJAL
COLORADO
BEATRIZ CASIANO
DANIEL CASTEEL
ALBA CASTILLO
KAROL CASTRO
LATHAN CASTRO
YAGUARIN CASTRO
FELICIA CASTRO
MARIO CASTRO JR
BRENDAN CATLETT
ESTEPHANY CAVELLO
GONZALEZ
MARGARITO CAVELLO
PENALOZA
JASON CAVIN
SHAWN CAVIN
BRIAN CAVNER
JEREMY CAVNESS
HECTOR CAZARES
CORNELIO CEJA GRIMALDO
FRANCISCO CERVANTES
LILIA CERVANTES
SAVANNA CERVANTES
BRYAN CHADWELL
GUADALUPE CHAIREZ GALAN
ZO CHAMA
RICKY CHAMBLISS
THOMAS CHANCE
ROBERT CHANEY
KEVIN CHAPMAN
PATRICK CHAPMAN
SANDRA CHARLES
ALEEX CHATKEHOODLE
CHRISTOPHER CHATMAN
EDGAR CHAVEZ
GREGORY CHAVEZ
ERIK CHAVEZ
KARI CHEE
ZHENYU CHEN
KEVIN CHESTNUT
GENA CHIDESTER
RANCE CHILDS
SAW CHIT
SAW HLA CHIT
CASEY CHOATE
CHRISTOPHER CHOATE
CONNER CHOATE
DEVAN CHOATE
EDDIE CHOATES
HEM CHONGLOI
KIMBOI CHONGLOI
MANGKHONGAM CHONGLOI
KAREN CHRISTENSON
JAMES CHRISTIAN
RICHARD CHRISTIANSEN
AWI CIANG
LUN CIANG
CING CIIN
CING CIIN
MAU CIIN
NING CIIN
NUAM CIIN
CING CIN
KAM CIN
KHAM CIN
LANG CIN
LANGH CIN
PAUL CIN
PUM KHAN CIN
THANGHAU CIN
TUAN CIN
VUNGH CIN
AIH CING
ANGELA MAN CING
AWI CING
CIANG CING
CIIN CING
CIIN CING
CIN CING
CING CING
DIM CING
DIM CING
DON CING
DON CING
GIN CING
GLORY CING
HAU CING
HAU CING
HAU CING
HUAI CING
LAM CING
LIAN CING
LIAN CING
LIAN CING
LUN CING
LUN CING
MAN CING
MAN CING
MAN CING
NANG CING
NEM CING
NEM CING
NGOIH CING
NIANG CING
NIANG CING
NIANG CING
NIANG CING
NING CING
NING CING
NUAM CING
SAN CING
THANG CING
THANG CING
VERONICA CING
ZEN CING
THERESA CING KOK
ROMAN CIOLAC
MARLA CIONI OHARA
DAVID CIRIACO
JUSTIN CLAIBORNE
AMANDA CLAITOR
LOURDES CLANCE
AMY CLARK
DEBORAH CLARK
GEORGE CLARK
JASON CLARK
JAMES CLARK
CHARLES CLARK
MOLLY CLARK
NIKOLAI CLAWSON
BRYANT CLAY HOPKINS
TONYA CLEEK
JUAN CLEMENTE
VALLADARES
WILLIAM CLEVELAND
JASON CLIFTON
CLIFTON CLINE
TERRY CLONTZ
MARK COBB
OLIVIA COCHRAN
JEROMY COCKRELL
TROY COCKRUM
CORY COFFEY
NATASHA COFFMAN
KARINA COIRA HIRALDO
GILBERT COLE
MICHAEL COLE
ROBERT COLE
NATHAN COLE
JACOB COLE
DEMARIO COLEMAN
ANDREW COLEMAN
TYLER COLEMAN
MAXIMILIAN COLLIER
SCOTT COLLINGSWORTH
CHRISTOPHER COLLINS
CLAYTON COLLINS
JENNIFER COLLINS
KEVIN COLLINS
MYRA COLLINS
BERNIE COLMENARES
AARON COLUMBUS
DAVID COMER
BOBBY CONDITT
DALE CONKWRIGHT
DAMON CONN
ALEXANDREA CONNER
JUDE CONNOLLY
JENNIFER CONTRERAS
YESENIA CONTRERAS
LUIS CONTRERAS
AMIEL CONTRERAS
MARK COOK
MICHAEL COOK
RAYMOND COOK
STEPHEN COOK, JR
ALAINA COOKS
ALFRED COOKS
MICHAEL COOLIDGE
SCOTT COON
GREGORY COOPER
JAMES COOPER
SONYA COPPA
STACEY CORDELL
CRYSTAL CORDOVA
MARIANA CORDOVA
ROGELIO CORDOVA
JAMES CORNETT
MARIA CORONA
GENOVEVA CORONA DE
RIVERA
CRYSTAL CORREA GONZALEZ
ABIMAEL CORREA GUZMAN
ENRIQUE CORTES
MICHAEL CORTEZ
REBECCA COSIO
IMMARIA COSIO
CALEB COTTON
FRED COTTON
MEAGAN COTTON
ARMANDINA COVARRUBIAS
DE GUZMAN
ERIC COX
ADRIAN CRABTREE
JACOB CRABTREE
KATHLEEN CRABTREE
STEPHAN CRABTREE
SHAWN CRAIG
SHELBY CRAIG
CHRISTINA CRAIN
JERRY CRANE
BRADLEY CRAWFORD
RYAN CRAWFORD
ZEUS CRAWFORD
ROBERT CRAWFORD
ALBERT CRAWFORD
THOMAS CRAWFORD
WALTER CRAWLEY
COURTNEY CRAYNE
JACOB CRAYNE
TACARRA CREGGETT
MARCO CRISP
JAKE CRISS
JOSEPH CRIST
ZOEY CRITES
HEATH CRITTENDEN
ACIE CROCKETT
SHERYL CROSS
MATTHEW CROUCH
DARRELL CROW
TERRY CROW
ZACHERY CRUMLEY
JAMES CRUMPTON
ERYK CRUZ-SOSA
MARIA CUELLAR
EDUARDO CUICAS
RYAN CULBERSON
CALVIN CUMMINGS
CHRIS CUMMINGS
ROBERT CUMMINGS
CODY CUMNISKY
JONATHAN CUNNINGHAM
DAISY CUNNINGHAM
LINDSY CUPPS
JAKEVYON CURRY
JUSTIN CURTIS
TYLER CURTIS
BRANDON CURTIS
GABRIAL CUTRER
GUSTAVO CUYAN
KEVIN CYRUS
MARCO DABNEY
ZIRAM DAHKUM
ZAWNG DAI
MATTHEW DAJANI
CING DAL
GIN DAL
GO DAL
JOHN DAL
LIAN DAL
NANG DAL
NENG DAL
BIRESH DALBOT
CODY DALTON
HAU DAM
HENLEY DANG
STEPHEN DANGOTT
DANNY DANIELS
JUSTIN DANIELS
LAQUENTIN DANIELS
TOBIAS DANIELS
KARIE DARCY
RODNEY DARDEN
MICHAELA DARNELL
ISAAC DAS
SCOTT DAVEY
JENIFUR DAVIDSON
AMANDA DAVIDSON-GOLIEN
DAVID DAVILA
JEFFERY DAVIS
BAILEY DAVIS
BESSIE DAVIS
CAMERON DAVIS
DARRYL DAVIS
DIANE DAVIS
JASON DAVIS
JERRY DAVIS
MATTHEW DAVIS
TORI DAVIS
TRAVIS DAVIS
JEROME DAVIS
BILLY DAVIS, JR
RANDALL DAVIS, JR
NIAZ WALI DAWLAT ZOY
MERAJUDIN
DAWLATZADARASHID
KEVIN DAWSON
JEFFERY DAWSON
JORGE DE LA PAZ
KRISTOPHER DE LA ROSA
EVA DE LA TORRE
YOANA DE LA TORRE
ANDREW DE REGO
JAMES DEATHERAGE
RICHARD DECAMP
STEVEN DECKER
BRENNAN DECLUE
JAY DEEN
DRUE DEHOFF
TUANG DEIH
CING DEIH MANG
RICHARD DELANCY
ISMAEL DELAPAZ
MATIAS DELAPENA, JR
DOREEN DELEO
KATHERINE DELGADO
SETH DELMORE
JUANA DELOBO
HILDA DELUNA
RAQUEL DELUNA
MICAH DELZELL
MATTHEW DEMAREE
SETH DEMAREE
RUSSELL DEMOSS
KYLE DENNIS
HELEN DENNIS
MICHAEL DENNIS
TROY DENNISON
JOSEPH DENTON
JASON DEREAS
JOSHUA DESHAZER
MATTHEW DESHAZER
CALEB DEVENNY
BRANDON DEVEY
AUDENCIA DEVILLA
ROY DEVILLE
SRIJAN DHAKAL
TRAVIS DIAL
JONATHAN DIAZ
JOSE DIAZ
KAROLAYM DIAZ
PEDRO JOSE DIAZ
ALEXANDER DIAZ
ANGEL DIAZ
ADAN DIAZ
KAINOA DICKSON
MOSES DIFFIN
CARRINGTON DIGGS, JR
LARRY DILLON
ABDUL RAHMAN DILSOZ
CIANG DIM
DAW DIM
DON DIM
HAU DIM
MAN DIM
MONICA CING DIM
NIANG DIM
THANG DIM
VUNG DIM
JOHAN DINA
LIAN DING
CONG DINH
LUU DINH
QUANG DINH
TIEN DINH
DOMINIC DIONNE
DANE DIXSON
KAM DO
AUSTIN DODSON
SOL DOMINGUEZ
DOMINGO DOMINGUEZ
TINOCO
CING DON
CING DON
NGOI DON
ZAM DON
MATTHEW DONAHUE
CIN DONG
MKSING DOPMUL
NANG DOPMUL
NGAILAM DOPMUL
NIANGNUAM DOPMUL
THANGMINLIAN DOPMUL
VUNGLAM DOPMUL
SCOTT DOTSON
TIMOTHY DOWNS
JACOB DOWTY
JORDAN DOZIER
ROGER DRAINE
CATHRYN DUBBS
HAROLD DUBENSKY
LAQUETTA DUBLISKY
ADAM DUBOS
BRANDON DUBUC
DOUGLAS DUBUC
SAMUEL DUELL HARRIS
THERESA DUGAN
KENNETH DULANEY
THANG DUN
CHRISTOPHER DUNCAN
KELSON DUNN
MELISSA DUNN
ADRIAND DURAND
RALPH DURBIN
KYLE DURNING
JOHN DUTKA
MELISSA DUWE
KEVIN DYKSTRA
JACOB DYSON
ROBIN DZIEDZINIEWICZ
ANDREW E TRAW
CHRISTOPHER EASON
CARIN EBERLE
KRYSTLE EDENS
DAVID EDGINGTON
ANDREW EDMONDSON
SAVANNAH EDWARDS
SEBASTIAN EDWARDS
SAW EH
MARDIN EJERCITO
MARCUS ELAM
BRITTANY ELAM
BLAKE ELBERT
SUSIE ELDRIDGE
ANMER ELIAS
ANTOLINA ELIAS
JESUS ELIAS
LIPSINA ELIMO
REIPIN ELIMO
SINTINA ELIMO
SEAN ELLIOTT
JAMES ELLIS
JEANNE ELLIS RAPSON
NOEL ELLSBURY
DANA ELMER
AUSTIN EMBRY
GABRIEAL EMERSON
CHRISTOPHER EMPEY
KHAM EN THANG
TAMMY ENDICOTT
JORY ENGEL
JACOB ENGELKES
TINISHA ENGLISH
RODRIGO ENRIQUEZ URIBE
SANDRA ENTRALGO
DELITA ERIKMWAI
BENJAMIN ERNST
STANLEY ERVIN
STEVEN ERVIN
CARLOS ESCOBAR KANAN
SAHIB ESHAN
JUWANGIU ESIWILI
EDDY ESIWINI
DWIGHT ESKEW
GERARDO ESPINDOLA
HERNANDEZ
COLBY ESPREE
DELIA ESTRADA
LIZBETH ESTRADA
PATRICIA ESTRADA
BALTASAR ESTRADA
LEONOR ESTRADA
DEISI ESTRADA ALEJO
MARCUS EVANS
TYLER EVANS
JOHN EVANS
JUSTIN EVANS
DEONDRA EVERITT
CHAD EVERS
TRISTIAN EVEY
KURTIS EWING
JESSE EWTON
TROY EZELL
M REEN EZRA
JOSHUA FAGANS
ARACELY FAGLIE
SHAWN FAIRLEY
MUHAMMAD FAIZI
MOHAMMAD FAIZY
BRANDON FAREK
JESSICA FARIA PORTILLO
JAQUAN FARMER
BRANDON FARRELL
EMILY FARRIS
SUSAN FARRIS
KELLY FAULKNER
AMY FEHNEL
JEFFREY FEHR
LAUREN FERGUSON
DIANA FERNANDEZ
GILBERT FERNANDEZ
LUCIA FERNANDEZ
MARCOS FERNANDEZ
WILLIAM FERRELL
GUSTAVO FERRER ARBAIZA
ALFRED FETTERHOFF, JR
DELOMONTA FIELDS
GARY FIELDS
ADRIAN FIELDS
THOMAS FIERROS
CARLINTA FILLAS
ANDREW FINCH
JESSICA FINKBINER
KRYSTAL FISCHER
BRITTNEY FISHER
JEFFREY FISHER
JONATHON FISHER
SAMUEL FISHER
TOBY FISHER
ALYSSA FLESHMAN
JOHN FLETCHER III
TYLER FLINT
PHILIP FLOOD
DELLARIE FLOOD
ARCELIA FLORENTINO
CAROLINA FLORES
EFIGENIA FLORES
GLORIA FLORES
LAURA FLORES
ROLANDO FLORES
ROBERT FLORES
HECTOR FLORES
GLADYS FLORES
ERIK FLORES BANDA
JOEL FLORES ROBLES
MARCUS FLOYD
JAMES FLOYD
CODY FLUHARTY
MARK FLY
ALEX FONSECA
ELIZABETH FOOTT
CARLOS FORD
DEJUAN FORD
REBECCA FORD
TALISHIA FOREMAN
GULLIVER FORRESTER
DEVANTE FORSHEE
CHRISTOPHER FOSTER
FREDERICK FOSTER
JAKE FOSTER
WYEATHA FOSTER
BRODY FOSTER
STEVEN FOWKE
BRANDON FOWLER
JOHN FOWLER
JOSEPH FOWLER
DANIEL FRANCIS
EYLIDD FRANCO
RUBEN FRANCO GOMEZ
PHILLIP FRANK
CAROLYN FRANKLIN
WARREN FRANKLIN
DOUGLAS FRANZ
KYLE FRAZIER
BRANDON FREEL
JOSE FREGOSO
RICK FRENCH
RICKY FRENCH
ANGEL FRIAS
TIMOTHY FRIAS
BRANDON FRICK
BARRY FRIEND
TIMOTHY FRUEHLING
JOHN FRY
BERNARD FULLBRIGHT
JONAH FULLERTON
BRANDON FULLINGTON
LUIS FUMERO
LUIS FUMERO PEREZ
COLLIN FURLON
ANDRE FURMAN
DANIEL FYFFE
LATOYA GAINES
SARA GAITHER
WILLIAM GAITHER-
DOUBLEHEAD
CECILIO GALAN
DELANO GALBREATH
GREGORY GALUSHA
ASHLEY GALUSHA
GILBERTO GALVAN INO
JAVIER GAMEZ
ALEJANDRO GAMEZ GARZA
SARAH GAMMON
BALERIANO GAONA JR
MARIA GARAY
FRANCISCO GARAY CORONA
ANGEL GARCIA
DAVID GARCIA
ESTEBAN GARCIA
JOE GARCIA
JOSE GARCIA
RICARDO GARCIA
ROSA GARCIA
STEVEN GARCIA
YARITZA GARCIA
JOSE GARCIA
CODY GARCIA
ISIDRO GARCIA ARRIAGA
GRACIELA GARCIA LOPEZ
JUAN GARCIA RAMIREZ
LESLIE GARCIA TAPIA
QUINCY GARDNER
ZAIDA GARIBAY
NORMA GARIBAY VILLENA
MICHAEL GARLAND, JR
JAMES GARNER
KASSONDRA GARNER
EUGENE GARNER
CASON GAROUTTE
MARCUS GARRETT
MICHAEL GATLIN
BETTINA GAUT
BRYAN GAYLOR
FAITH GAYLOR
CORBETT GAYTAN
XERXES GAZDER
CHASTON GEORGE
JAMES GEORGE
KURSTON GERTY
GABRIEL GIACHINO
KEITH GIANELLA
DEWAYNE GIBBS
ROBERT GIBLER
CHARLES GIBSON
SAMANTHA GIBSON
DILLON GIESCHEN
JOSE GIL
KENNETH GILES
WILLIAM GILL
JENNA GLOVER
SUAN GO
VUNGH GO
FRANKLIN GODFREY
LADIAMOND GODLOCK
ROBERT GOFF
ZAFAR GOJAR
JACOB GOLIEN
MARIA GOMEZ
REIQUEL GOMEZ
MARIA GOMEZ MEDINA
DOMINIC GONZALES
SAMUEL GONZALES
SHELBY GONZALES
JOHANNA GONZALES ORTEGA
MARK GONZALEZ
ADRIAN GONZALEZ
IMELDA GONZALEZ
JAMES GONZALEZ
MARISELA GONZALEZ
PILAR GONZALEZ
ROBERTO GONZALEZ
LETICIA GONZALEZ
SONIA GONZALEZ
IRVIN GONZALEZ
ABRUM GONZALEZ ALTER
MARIA GONZALEZ DE
CAVELLO
MA REFUGIO GONZALEZ
HERNANDEZ
ISMAEL GONZALEZ LOEZA
VICTOR GONZALEZ PAOLINI
CYNTHIA GONZALEZ
QUINTERO
GRISELDA GONZALEZ
RAMIREZ
LIDIA GONZALEZ RIVERA
DANIEL GONZALEZ SANCHEZ
DELFIN GONZALEZ
VILLAMIZAR
DAMON GOODAY
AARON GOODMAN
MICHAEL GOODSON
LATOYA GORDON
KEVIN GOREE
ASHLEY GRAHAM
JASON GRAHAM
JOSEPH GRAHAM
JESSTON GRAHAM
MARLEITTA GRAMMER
CLOTHERE GRAMMONT
BUENAVENTURA GRANADOS
RUBIOS
DOUGLAS GRANT
APRIL GRAUGNARD
IRIS GRAVES
DANIEL GRAVON
ERIC GRAY
ARLENE GREEN
GAGE GREEN
JONATHAN GREEN
LARRY GREEN
WILLIAM GREEN, III
CHRISTOPHER GREENE
SHEMITA GREER
KENDRA GRIDER
STARLA GRIFFIN
CINDY GRIFFITH
ADAM GROSS
DANIEL GROSS
WILLIAM GROW
RAY GRUBER
JOHN GRUNDMANN
RACHEL GRUNDMANN
CARLOS GUARDADO
LILLIEANA GUDINO
MARCOS GUERERE
JUAN GUERRA MEDINA
GERARDO GUERRERO
CASTELLANOS
LUIS GUEVARA
MARIA GUEVARA
RODOLFO GUEVARA
CAROLINA GUILLEN
BRANDON GUINN
VERNICE GUINN
CING GUITE
MIR GULAMZOI
JOHN GULDEN
STEVEN GUNN
ANDREW GUNSCH
CARLOS GUTIERREZ
GUADALUPE GUTIERREZ
GONZALEZ
SILVIA GUTIERREZ MENDOZA
EUGENE GUY
DIEGO GUZMAN
GEORGINA GUZMAN
LUIS GUZMAN
LUIS ALBERTO GUZMAN LAU
STANLEY HA
SCOTTY HAGLER
LONNIE HAIGLER
NGAM HAK
TIMOTHY HALBERT
JOSEPH HALBERT HELTON
JULIAN HALE
REBECCA HALE
KEITH HALEY
JOSHUA HALFPAP
MUHAMMAD HALIMI
DENNIS HALL
GREGORY HALL
KELLY HALL
ROBERT HALL
STEPHANIE HALL
STEPHEN HALL
GENE HALL
MASON HALL
STEPHANIE HALL BERGMAN
ZACHARY HALSEY
DANIEL HALTERMAN
TOLOVE HAM
FARIDULLAH HAMDERD
AJ HAMELAI
FLORENCE HAMELAI
G SCOTT HAMILTON
THOMAS HAMLIK
PATRICIA HAMLIN
JEFFREY HAMMONS
ANDEREAS HAMO
MARIANO HAMO
CHRISTOPHER HAMON
SHYANNA
HANDSCHUMACHER
SHYANNA
HANDSCHUMACHER
JASON HANEY
ANDREW HANG
MUNG HANG
PAUN HANG
THANG HANG
LAL HANGSAWK
LAM HANGSAWK
ROBERT HANSEN
DEBBIE HANSEN
CHRIS HANSHEW
CAITLYN HANSON
TONG HAO
CHIN HAOKIP
HOLKHOSEI HAOKIP
LAM HAOKIP
LHUN HAOKIP
PAO HAOKIP
VAHNEILHING HAOKIP
CHRISTOPHER HARDEE
LAURA HARDEE
DANIEL HARDIN
NATALIE HARDIN
JOHN HARDT
SCOTT HARJO
OKSANA HARKUSHA
JERRY HARRIS
LINSLEY HARRIS
RICHARD HARRIS
SIERRA HARRIS
STACEY HARRIS
STEVEN HARRIS
TERRY HARRIS
DEMETRIOUS HARRISON
N LAST HARRY
BRENTON HARTLEY
LEVI HARTLEY
RUSTY HARTLEY
SARA HARTLEY
JOSHUA HARTMAN
JORDAN HARVEY
DUSTIN HASBROUCK
HEATHER HASKINS
COREY HASSELL
CHAUNCEY HATTEN
ZAM HATZAW
ANNA HAU
CIN HAU
CING HAU
CING HAU
CING HAU
KAM HAU
THANG HAU
THANG HAU
THANG HAU
ZAM HAU
NENG HAU LIAN
MADISON HAVEL
PAUL HAVENS
ADRIUN HAWKINS
DESTINY HAWKINS
BILLY HAWLEY, JR
REGION HAYDEN
CORY HAYES
BRENDON HAYS
CHRISTOPHER HAYS
LUCAS HAYS
NASIM KHAN HAZRAT GUL
BOBBY HEDRICK
THAN HEIN
REX HEISING
DYLAN HELMANDOLLAR
CHASE HELMICK
LUKE HEMPHILL
BOBBY HENDERSON
CHAKIRIS HENDERSON
COLLIN HENDERSON
ERIC HENDERSON
MATTHEW HENDERSON
SUSAN HENDERSON
MELISSA HENLEY
KENNETH HENRY
JOSHUA HENSLEY
KEVIN HENSLEY
SARAH HENSON
KEVEN HER
YER HER
ASCENSION HERNANDEZ
CORCINA HERNANDEZ
JANET HERNANDEZ
JOSE HERNANDEZ
KAILA HERNANDEZ
KARI HERNANDEZ
LUIS HERNANDEZ
MARGARITA HERNANDEZ
MARIA HERNANDEZ
MARIANO HERNANDEZ
VICTORINO HERNANDEZ
MIGUEL HERNANDEZ
CHRISTIAN HERNANDEZ
JUAN HERNANDEZ
STEVEN HERNANDEZ
CESAR HERNANDEZ
DOMINGUEZ
LUKE HERNDON
BETANIA HERRERA
RICO HERRERA
AXEL HERRERA BAEZ
JAYE HERRMANN
EDWARD HERRMANN
BRIAN HESS
MARK HESTON
NICKY HETHON
CAMERON HETTICK
COLBY HETTICK
HOYET HIBBARD
SAMUEL HIBBARD
MICHAEL HICKMAN
RUFUS HICKS
JOHN HIDALGO
MACEN HIGDON
TYLER HIGGINS
LARRY HIGHFIELD
FARID HILAL
JEFFERY HILBERT
CARLOS HILL
DONALD HILL
JUDITH HILL
RUSSELL HILL
SANTANYA HILL
SONYA HILL
TAMARA HILL
TAMERA HILL
DAVY HILL, JR
JERRY HILLBURN
REGINA HILLSMAN
DANNA HILTON
LAMONT HINES
STACI HINES
TYSON HINTHER
MIN HLA
THANG HMUNG
TUANG HNIN
SIEW HO
JACOB HOBBS
RALPH HOBBS
ANDREW HODGES
TONY HODGES
TAQUISA HODNETT SMITH
ANDREW HOFFMAN
LENA HOGAN
RAMSEY HOGAN
SIAN HOIH
CHRISTOPHER HOLBROOKS
RICKEY HOLCOMB, II
MARCUS HOLLAND
KIMBERLY HOLLAND-NOLEN
HEATHER HOLLENBEAK
GAVEN HOLLEY
OLIVIA HOLLIDAY
KELSEY HOLMES
VICKY HOLMES
LAWRENCE HONEL
ZACHERY HONEL
DILLON HONEYMAN
ANASTASIA HONN
BRYON HOOD
STEPHEN HOOVER
DEREK HOPKINS
ANGELA HORELLOU
TODD HORELLOU
SHELBY HORNBERGER
STANLEY HORTON
NU HOU
TINNER HOU KIP
SANDRA HOUSE
LEVI HOUSEHOLDER
JERRY HOUSEMAN
ALEX HOUSTON
RICHARD HOUSTON
ALLYANN HOWARD
ANTHONY HOWARD
DAVID HOWARD
JAMES HOWARD
LAMARCUS HOWARD
MICHAEL HOWARD
PHYLLIS HOWARD
DARIN HOWELL
DEVONA HOWELL
SIRENA HOWETH
SAW HTOO
CIIN HUAI
CING HUAI
CING HUAI
CING HUAI
CING HUAI
JULIA HUAI
NIAL HUAI
NUAM HUAI
VERONICA HUAI
ZAM HUAI
ZEN HUAI
THANG HUAT
SCOTT HUBER
MICHAEL HUDSON
DAWN HUDSON
BRETT HUEBNER
DANIEL HUERTA
CHRISTOPHER HUFF
DERIAN HUGHES
CAROLYN HUGHEY
JERAD HUMPHREY
LATARCHA HUMPHRIES
KHAN HUNG
CRYSTAL HUNTER
DAMICO HUNTER
JACOB HUNTINGTON
DEKEVIAN HURD
MICHAEL HURD
ABDUL HUSSAINI
RONALD HUTCHCRAFT
JIM HUTCHINSON
DUNG HUYNH
LOC HUYNH
THANH HUYNH
JUBE HWANG
BENJAMIN HYDE
ETHAN IAROSSE
JUAN IBARRA
AUGUSTINA ICHIRO
JESUS IDROGO BLANCO
MARCOS IGLESIAS
NANG ING
TIERRA INHOFE GINEST
BRADLEY IOWANES
MENDINA IOWANES
ANDREA IRISH
OBIE IRON
ALBERT IRONHEART
REGINALD ISAAC, SR
MAZHARUL ISLAM
KERAMUDIN ISLAMUDDIN
ERATH ISLAS
MAIAD ISMAIL
TU JA
KHAI JA KHUP
BELINDA JACKSON
DALTON JACKSON
JACE JACKSON
JEFF JACKSON
JENNIFER JACKSON
JONATHAN JACKSON
KALEB JACKSON
LAMOR JACKSON
MARY JACKSON
TAMMY JACKSON
OBERON JACKSON
NATHAN JACKSON
DARYL JACKSON, JR
BRADLEY JAEGER
CAMERON JAEGER
BAILEY JAGER
MAKAYLA JAGER
EID WALI KHAN JALAL ZAI
ZAR WALI JALAL ZAI
JAN JALALI
JOSE JAMAICA
JOSE JAMAICA CARRENO
RONDRICK JAMES
DELBAR JAN
MUSAFAR JAN
FRANCES JARAMILLO
RICKY JARAMILLO
ESTHER JASUAN
STEPHEN JEFFERS
DENNIS JEFFERSON
BILLY JENKINS
CURTIS JENKINS
DESIREE JENKINS
WADE JENKINS
DAKOTA JENNINGS
TERRIELLE JENNINGS
STEVEN JENSEN
RICHARD JESTER
CODY JEWELL
MIKAYLA JIMBOY
PEDRO JIMENEZ
CARMEN JIMENEZ
FREDERICK JIMMERSON
CHAITANYA JOHAR
JOANN JOHN
ALEXIS JOHNSON
CARDALEOUS JOHNSON
CEDRIC JOHNSON
CHARLES JOHNSON
CHRISTIAN JOHNSON
DINARI JOHNSON
EBONI JOHNSON
JEREMIAH JOHNSON
KEITH JOHNSON
MARJORIE JOHNSON
MISTY JOHNSON
SOPHIA JOHNSON
STEVEN JOHNSON
TRAYSE JOHNSON
TRISTAN JOHNSON
ZACHARY JOHNSON
TEDDY JOHNSON
ROBERT JOHNSON
KENDAL JOHNSON
CALEB JOHNSON
TIFFNEY JOINER
RODNEY JOLLEY
DMARQUESS JONES
BETHANY JONES
CADE JONES
CLARISSA JONES
CONNIE JONES
CRISSANA JONES
CRYSTAL JONES
DANNY JONES
DAVID JONES
DAVID JONES
DAVID JONES
DERRIC JONES
ERIC JONES
ERIC JONES
GARON JONES
KENYATTA JONES
KEVIN JONES
KINESHA JONES
MATTHEW JONES
RAYMON JONES
DAPHNE JONES
JUSTIN JONES
DEBRA JONES-MAXON
DANNY JONES, JR
JESSICA JORDAN
MARY JORDAN
RONALD JORDAN
SEAN JORDAN
BRITNI JORDAN
KACY JORDAN BATES
JACOB JORISHIE
ABIGAIL JOSE
AFINO JOSEPH
JACKY JOSEPH
RELEEN JOSEPH
TJ JOSEPH
ASHLEY JOSEPH
KRYSTAL JOWERS
YOLANDA JUAREZ
MARTIN JUAREZ
MARIA JUAREZ RIVERA
DERMIDIO JUEZ PEREZ
MICHAEL JULIAN
LEANDRO JUMELLES NUNEZ
VANCE JUSTIC-MAYFIELD
CHRISTOPHER JUSTICE
LASHETIA JUSTICE
DAVID KAHURA
ZAM KAI
MUSTAFA KAIHAN
MARISA KAIRIS
GARRETT KAISER
JASON KALE
HAU KAM
LIAN KAM
MANG KAM
NGIN KAM
CLARENCE KAMP
LELAND KANUCH
CIN KAP
DAL KAP
GO KAP
GO KAP
HANG KAP
KAI KAP
KAM KAP
KHEN KAP
LIAN KAP
THANG KAP
THANG KAP
THANG KAP
THONG KAP
SIAN KAP LIAN
JAMIE KAPULE
JASON KAPULE
MOHAMMAD KARIMI
SUZANNE KARNOFSKI
ODINATUS KASMIR
BRIAN KASTL
SAMUEL KASUNI
JEFFREY KAUFMAN
ERYN KAVANAUGH
TRISTAN KAVANAUGH
LIA KAW
TUANG KAWI
NENGLIAN KAWNGTE
DAYLON KEITH
TYLER KELLAR
BELINDA KELLY
ELIZABETH KELLY
LERYS KELLY
KENNETH KELLY, JR
CORY KEMPER
FITI KENCHY
DRAPER KENNEDY
GREGG KENNEDY
JOHNATHON KENNEDY
BROCK KENT
JARED KEPNER
RICHARD KERNAL
JOSIAH KESLER
STEVLAND KEY
KHWAJA KH SHIR AHMAD
ABRAHAM KHAI
DAL KHAI
DAL KHAI
DAVID KHAI
DO KHAI
DO KHAI
EN KHAI
GIN KHAI
GO KHAI
HANG KHAI
HAU KHAI
JOHN KHAI
KAM KHAI
KHAM KHAI
KHAM KHAI
KHAM KHAI
KHUAL KHAI
KHUP KHAI
KIM KHAI
LAANG KHAI
MANG KHAI
NANG KHAI
NGIN KHAI
NGIN KHAI
PAU KHAI
PAU KHAI
PAU KHAI
PAU KHAI
PAU KHAI
PAU KHAI
PAUL KHAI
PETER KHAI
SUAN KHAI
THAN KHAI
THANG KHAI
THANG KHAI
THANG KHAI
THANG KHAI
THANG KHAI
THANG KHAI
THANG KHAI
THANG KHAI
THAWNG KHAI
THIAN KHAI
TUN KHAI
VUNG KHAI
ZAAM KHAI
ZAM KHAI
ZAM KHAI
ZAM KHAI ZOMI
THURA KHAING
SIFATULLAH KHAKSAR
SAKHIDAD KHALIL BEAK
AIK KHAM
DONGH KHAM
EN KHAM
GO KHAM
KAM KHAM
LIAN KHAM
MUNG KHAM
NGUN KHAM
PAU KHAM
KHWAJA KHAN
MINUALLAH KHAN
NASEEB KHAN
SHEENA KHAN
THAWNG KHAN
FAIZULLAH KHAROOTY
THANG KHAT
CING KHAWL
CING KHAWL
CING KHEK
KAM KHEN
LIAN KHEN
CING KHO
NIANG KHOI
CIN KHUAL
DAI KHUAL
HAU KHUAL
KAM KHUAL
KHUP KHUAL
PAU KHUAL
PAU KHUAL
PAU KHUAL
THANG KHUAL
THANG KHUAL
THANG KHUAL
ZAM KHUAL
BANG SIAN KHUAL TAWNG
CIN KHUP
DAI KHUP
KAI KHUP
KAP KHUP
KHAI KHUP
KHAI KHUP
LANG KHUP
LANGH KHUP
LIAN KHUP
MANG KHUP
MANG KHUP
NANG KHUP
NANG KHUP
NANG KHUP
NANG KHUP
NGIN KHUP
PAU KHUP
PAU KHUP
SUAN KHUP
THANG KHUP
THAWNG KHUP
TUNG KHUP
ZEN KHUP
JASON KIDD
RIAN KIDD
CASEY KIDWELL
SIAN KIIM
BIAK KIL
ANDREW KILGORE
MENGKY KILLY
JENNIFER KILMAN
CHIN KIM
CIIN KIM
CIIN KIM
CING KIM
DAI KIM
DIM KIM
DIM KIM
EDWARD KIM
HAU KIM
KAM KIM
KANG KIM
KHAI KIM
MAN KIM
MANG KIM
NANG KIM
NIANG KIM
NICOLAS KIM
NING KIM
PA VAN KIM
SIAN KIM
THANG KIM
THANG KIM
TUAN LIAN KIM
ZAM KIM
ERICA KIMBLE
JOE KINCADE
JESSICA KINDLE
KENOSHA KINDLE
BRANDY KING
CODY KING
ISSAC KING
KORBY KINKADE
NICOLAS KINKADE
ROGER KINKADE JR
BDWAS KINTIN
MANGNEO KIPGEN
CORY KISSLER
MORGAN KIZER
SPENCER KIZER
JENNIFER KLAASSEN
KATHRYN KLEINER
TSOLMON KLEINERT
JOHN KLENE
DANIEL KLINE
STEPHEN KLING
JENNIFER KLINKHAMER
ROBERT KNEBEL
ALICIA KNOPIK
CLYDE KNOX
ARIELLE KNUDSEN
GARY KNUDSEN
LAURA KNUDSEN
COURTNEY KNUDSON
AYECHAN KO
GEORGE KOESTER
BRANDON KOHLMAN
EMANUEL KOLMAN
KINTU KONMAN
BUDDY KONS
MARTIN KOP
JS KOSEMOCHEN
CHUNO KOSI
IVAN KOSOVAN
JAMES KOSS
DAVID KOSTA
RONALD KOZLOWSKI
ROBERT KRAFJACK
JOSHUA KRAMER
NICHOLAS KRAUSE
NEBOJSA KRESOVIC
SHOBHA KRISHNASWAMY
JONATHAN KROBLIN
MARIA KRUCKENBERG
MIKHAIL KRUPENYA
ADAM KUBICKI
RAYMOND KUHN
JAY KUS
SIMPAT KUS
DAVIS KUSS
LIANA KUSS
SCRAM KUSS
CASSY KUYKENDALL
NICHOLAS KUYKENDALL
ALEXANDER KUZNETSOV
AUNG KYI
NGIN LAANG
RONALD LABOUBE
MATTHEW LACEY
BOBBY LACY
BLAKE LAGERS
LUIS LAGUNAS
GIANG LAI
LAIQ LAIQ
MARK LAKE
KAP LAL
THANG LAL
THANG LAL
ZVJEZDANA LALIC
GIN LAM
MUNG LAM
ANGELA LAMBERT
ANNETTE LAMBERT
JEFFERY LANDRUM
MYOSHIA LANDRUM
ROADY LANDTISER
DEBORAH LANE
GIN LANG
PUM LANG
SUAN LANG
THANG LANG
COREY LANGE
HAU LANGH
HAWM LANGH
KAMSIAN LANGH
KAP LANGH
THANG LANGH
THAWNG LANGH
KEVIN LANO
SENG LAO
DANIEL LAPRES
JULIA LAPSHOVA
AMANDA LARANCE
VIRGINIA LARRABEE
DAVID LARUE
HUGH LASATER
SENG LASI
MARCO LASKEY
KATHRYN LAUE
SHAWN LAUSCHER
JENNIFER LAW
DIM LAWH
MAN LAWH
JUSTIN LAWRENCE
STEVE LAWRENCE, JR
JEFFREY LAWSON
STEPHEN LAWSON
JEREMY LAY
ANH LE
LAI LE
RODNEY LEASY
CATALINO LECLAIRE
PETE LEDBETTER
TYLER LEDFORD
ALLEN LEE
NATHANIEL LEE
MATTHEW LEEPER
ARIEL LEFF
GREGORY LEFFLER
KANDIS LEFFLER
MARK LEHMAN
LUN LEK
LUN LEK
CLIFFORD LEMAY
LAURIN LEMLEY
JAVIER LEMUS RUIZ
PAUL LEVENTRY
ADUNTE LEWIS
ALICE LEWIS
KIM LEWIS
NATHAN LEWIS
SARIAH LEWIS
JOSEPH LEWIS
CYNTHIA LEYVA
DAVID LEZAMA
DIM LHING
VAH LHING
AWI LIAN
AWI LIAN
CIN LIAN
CIN LIAN
CIN LIAN
CIN LIAN
CING LIAN
CING LIAN
CING LIAN
DAI LIAN
DONG LIAN
GIN LIAN
GIN LIAN
GIN LIAN
GO LIAN
HAU LIAN
HUAI LIAN
ISAAC LIAN
JOSEPH LIAN
KAM LIAN
KAP LIAN
KAP LIAN
KHUAL LIAN
LAL LIAN
LANG LIAN
LANG LIAN
NANG LIAN
NANG LIAN
NIANG LIAN
NIANG LIAN
NO LIAN
NOK LIAN
NUAM LIAN
PAU LIAN
PAU LIAN
PAU LIAN
PAU LIAN
PAU LIAN
SIAN LIAN
THANG LIAN
THANG LIAN
THANG LIAN
THANG LIAN
THANG LIAN
ZAM LIAN
ZEN LIAN
LAL LIANA
SAWM LIANA
SIAN LIEN
SO KHO LIEN
DANIEL LIGON
ZACHARY LILLIE
GLENDELL LILLY
JAKOREAN LILLY
LAKESHIA LILLY
PING LIN
JAMAR LINCOLN
WILLIAM LIND
FRANK LINDSEY
MISHAELA LINDSEY
KEITH LINKER
DREW LINWOOD
BRIAN LITTLE
EDWARD LITTRELL COLEMAN
SERGEI LITVINOV
ANGELICA LIZARRAGA OLIVAS
EMILLIC LO
MATEO LOARCA
DERICK LOGAN
BENJAMIN LOGSDON
NICKOLAS LOGSDON
SCOTTY LOGSDON
COURTNEY LONG
ALAN LONGWORTH
BENNY LONSDALE
CADE LOOMAN
JASON LOPES
BENJAMIN LOPEZ
JONATHAN LOPEZ
MARGARITO LOPEZ
NICELT LOPEZ
REBECCA LOPEZ
RUBEN LOPEZ
THOMAS LOPEZ
SEBASTIAN LOPEZ
TIFFANY LOPEZ
MARIO LOPEZ
ISELA LOPEZ HERNANDEZ
EDUARDO LOPEZ OLIVARES
JOSE LOPEZ OLIVARES
FREDDY LOPEZ ORTEGA
JUAN LOPEZ ZAMUDIO
HEAVEN LORD
CALVIN LOTT
DIVAILEEN LOVER
JASON LOVETT
SIRIA LOZANO GRIMALDI
CING LUAN
DANIEL LUCAS IV
DANIJELA LUCIC
GRACIJELA LUCIC
FRANK LUCIO
JARROD LUDLOW
QUANNAH LUDLOW
DAKOTA LUELLEN
EVELYN LUGO ORTIZ
JORGHELYS LUJAN GOMEZ
DAWN LUKE
CING LUN
CING LUN
CING LUN
DIM LUN
DIM LUN
DIM LUN
HKIN LUN
LIAN LUN
NGAI LUN
NIANG LUN
NIANG LUN
NIANG LUN
NIANG LUN
NIANG LUN
NIANG LUN
TUAL LUN
VUUM LUN
THANG LUN
LORENZO LUNA
ANDRES LUNA
IZIK LUNA
HECTOR LUNA
THANG LUONG
DAKOTA LUSK
THI LUU
JACOB LUZIER
BOI LY
SAMUEL LYNCH JR
HAMSAR MABU
JORDAN MACK
RUSTIN MACKEY
LARRY MADALONE, II
TAZILLE MADISON
DANIEL MADRID
VERONICA MAGANA
MARIA MAGDALENA
CONTRERAS
DANIEL MAGDALENO
SYDNEY MAGEE
DAVID MAGNATTA
MISTY MAGUIRE
DENA MAHAN
CORY MAHONEY
JAYDON MAHR
TAM MAI
RANDALL MAIN
EMAM MALAKZAI
ANTHONY MALDONADO
CARLOS MALDONADO
NAFES MALKYAN
LARRY MALONE
JAMES MALOY
CHIRSTOPHER MALTOG
JEFFREY MALY
KHAN ZAMAN MAMOON
CING MAN
LIAN MAN
NEM MAN
NIANG MAN
VUNG MAN
VUNG MAN
TAM MANA
MARIA MANCILLA
DANIEL MANCILLA
ALEJANDRO MANCILLA
JUAN MANCILLA
CHIN MANG
CIIN MANG
CING MANG
CING MANG
DAL MANG
DIM MANG
DO MANG
EN MANG
GIN MANG
GIN MANG
HAU MANG
HAU MANG
JOHN THANG MANG
KAI MANG
KAM MANG
KHAM MANG
KHAM MANG
KHAN MANG
KHUP MANG
KIM MANG
KIM MANG
LAGH MANG
LIAN MANG
LIAN MANG
LIAN MANG
LINUS MANG
MAN MANG
NANG MANG
NANG MANG
NANG MANG
NGIN MANG
NGO MANG
NIN MANG
NING MANG
NING MANG
NING MANG
PAU MANG
PAU MANG
PAU MANG
PHILLIP MANG
THANG MANG
ZAM MANG
ZAM MANG
ZEN MANG
ZEN MANG
RONALD MANGUS
DEVIN MANION
LESSIE MANNS
SHANNA MANNS
ERIKA MANTALBAN
JACKELINE MARCANO
JAMILKA MARCANO
APRIL MARGWARTH
PAUL MARGWARTH
ALEXANDRU MARIN-SERGHIE
DARRYL MARKS
ANGEL MARQUEZ ARGUETA
MARIA MARQUEZ DE
GILBREATH
MARIANA MARQUEZ
MARQUEZ
FRANCISCO MARRUFO, JR
VICKEY MARS
BILLY MARSH
STACIE MARSH
OB MARSHALL
ANTONIO MARTIN
DARRELL MARTIN
DIANA MARTIN
DORION MARTIN
KERRY MARTIN
MICHAEL MARTIN
MICHAEL MARTIN
NARWIN MARTIN
RICHARD MARTIN
WILLIAM MARTIN
JAMES MARTIN
CARLTON MARTIN
DANIEL MARTINEZ
DAVID MARTINEZ
EDGAR MARTINEZ
OBDULIA MARTINEZ
PAUL MARTINEZ
RICHARD MARTINEZ
JAIR MARTINEZ
JESUS MARTINEZ
ASHTON MARTINEZ
ALBERTO MARTINEZ
CARLOS MARTINEZ
DESIREE MARTINEZ
DAVID MARTINEZ
MARIA MARTINEZ AVILA
ALEJANDRO MARTINEZ
HAROS
HECTOR MARTINEZ MOLINA
MARIA MARTINS
GUL MASHWANI
ANGELA MASON
BEVERLEY MASON
CHRISTINE MASON
JAMES MASON
SHERIDAN MASON
CRYSTAL MASTERS
MARCELINO MATA
SANDRA MATA
ZAMKHOZANG MATE
TONY MATHIAS
ELVIN MATHIS
NESER MATONWAAL
DAICHI MATSUOKA
DAIGO MATSUOKA
NICOLE MATTESON
ALLIAH MATTHEWS
ALLISON MATTHEWS
DONALD MATTHEWS
KENNETH MATTHEWS
ANDREW MATZKE
RON MAUCH
MAY MAW
DON MAWI
HANAH MAWI
RAM MAWI
VAN MAWI
VUNG MAWI
JOEANN MAXIE
PATRICIA MAXIMO
LEONARD MAXWELL
ANTHONY MAYES
SHANE MAYHUGH
HAYDEN MAYNARD
DEANDRE MCAFEE
RICHARD MCANINCH
TINA MCBEATH
JAMES MCBRIDE
CHASE MCCALL
DYLAN MCCALL
BRENT MCCARTY
CRYSTAL MCCAWLEY
CHRISTOPHER MCCLAIN
CHRISTOPHER MCCLAIN
FRANCIS MCCLAIN
KONNER MCCLAIN
KRISTOPHER MCCLAIN
RYAN MCCLAIN
ROBERT MCCLEARY
DIRK MCCLELLAN
SUMMER MCCLELLAN
KENTAVIOUS MCCOLLINS
WALTER MCCOMBS
MICHAEL MCCONNELL
DEBRA MCCOWAN
WESLEY MCCOWAN, JR
ALLEN MCCREARY
SHELLIE MCCREARY
MICHAEL MCCUIN
DAREY MCCURDY
CLENTON MCDANIEL
ANNE MCDONALD
BRAYDON MCELROY
NICHOLAS MCELROY
CLAYTON MCFALL
DAKODA MCFARLAND
JEFFERY MCGEE
RONNIE MCGEE
RONNIE MCGEE
DARREN MCGINTY
REIS MCGREW
RICHI MCHENRY
JASON MCINTIRE
AIMEE MCINTOSH
GLORIA MCKEE
LAMAR MCLEMORE
MICHAEL MCMILLAN
CLEOPATRA MCNAMARA
ALEIA MCNANEY DEVORE
KEENAN MCPHETRIDGE
JOSIAH MEADE
ANTHONY MEANS
GINA MEANS
SCHUYLER MEANS
ALEX MEDFORD
ALEXZANDER MEDINA
ASHTON MEDINA
DANIELA MEDINA
JULIE MEDINA
SARAH MEDINA
CHRISTINE MEDINA
JOSE MEJIA
SULANDER MELENGNA
JORDAN MELTON
DESTINY MENDEZ
SILVESTRE MENDEZ
GONZALES
CAMERON MENDOZA
MARVIN MENDOZA
ANGELA MENDOZA
JUSTIN MENNING
JESUS MERCADO
KEVIN MERIDETH
BILLY MERRELL
JOHNNY MERRELL, JR
RYAN MERRITT
HERNAN MESA SAEZ
STEVEN METCALF
JENNIFER METCALFE
CALEB MEYER
BRANDON MEZA
SEBASTIAN MEZZANATTO
ADAM MICHAUD
JOSHUA MIDDLETON
ANDREA MIESNER
GLENN MILAM
ANTONIO MILLER
SHELLY MILLER
CHRISTOPHER MILLER
ELLA MILLIKEN
PHILIP MILLMAKER
ASHLEY MILLS
MARKISHA MILLS
JOSEPH MILLS
TYRELL MIMS
MIN MIN
JERRIC MINOR
ERNESTO MIRAMONTES
ALFREDA MITCHELL
BRYCE MITCHELL
DALLAS MITCHELL
MICHAEL MITCHELL
PORSHA MITCHELL
ROBERT MITCHELL
JOSEPH MITCHELL
JERRY MITCHELL
BRYAN MITCHELL
DYLAN MITTAG
ROBERT MOCK
JAY MODISETTE
BAKHTIAR MOHAMMAD
ALI MOHAMMADI
HAJI MOHAMMAD
MOHAMMADI
BIASNEY MOJICA CASTANEDA
JOSUE MOJICA TORRES
LUIS MOLINA
TEODORO MOLINA
NAI NYAN MON
JOSEPH MONDILLO
JOSEPH MONFORTE
OFELIA MONREAL
SELENA MONREAL
DINORA MONROY DE DIAZ
DANIA MONSIVAIS NAVARRO
KARINA MONSIVAIS NAVARRO
FIORELA MONTANO
NATALIE MONTANO
BLANCA MONTOYA
JOHNNY MONTOYA
TANNER MONTOYA
MAGDALENA MONTOYA
TOVAR
KEYLON MOORE
BRANDI MOORE
CLINTON MOORE
CORDELL MOORE
HERBERT MOORE
PHILLIP MOORE
TONY MOORE
ARCHIE MOOYMAN
ANDREA MORALES
ALFONSO MORAN
TONY MOREHEAD
MARCINA MORELAND
LUKE MOREY
ELROY MORGAN
BRIAN MORGAN
RYEAN MORLATT
JUAN MORONTA
GARRETT MORRIS
JOHN MORRIS
LATASHA MORRIS
RODNEY MORRIS
JAMES MORROW
CASSIE MORTON
SYDNEY MORTON
COLTON MOSELEY
ANNETTE MOSELEY
MANX MOSES
BERNARD MOSS
CHRIS MOSS
DESMOND MOSS
TAMMY MOSS
PHILLIP MOSS, JR
MICHAEL MOTA
CLAYTON MOTE
SAW EH MU
KAM MUAN
PASIAN MUAN
THAWNG MUAN
CIIN MUANG
CING MUANG
KAM MUANG
KHUAL MUANG
KHUP MUANG
LING MUANG
MUA MUANG
THANG MUANG
ZAM MUANG
KENNETH MUDGE
NATHAN MUILENBURG
REBECCA MULHOLLAND
ALONZO MUMPHREY
THANG MUN
THANG MUN
CIN MUNG
CIN MUNG
CIN MUNG
DAII MUNG
GINDAL MUNG
HANG MUNG
HAU MUNG
HAU MUNG
HERO MUNG
JACOB MUNG
JAMES MUNG
JAMESKANG MUNG
KAI MUNG
KAM MUNG
KAM MUNG
KAM MUNG
KAP MUNG
KHAI MUNG
KHUAL MUNG
KHUP MUNG
KHUP MUNG
LANG MUNG
LANG MUNG
LIAN MUNG
NANG MUNG
NANG MUNG
NGIN MUNG
PAU MUNG
PAU MUNG
PAU MUNG
PAU MUNG
PAU MUNG
PAU MUNG
PETER MUNG
PUM MUNG
SUAN MUNG
SUAN MUNG
THANG MUNG
THANG MUNG
THANG MUNG
THAWNG MUNG
TUAL MUNG
VUM MUNG
ZO MUNG
JESUS MUNOZ
AARON MUNTZ
JEFFREY MURDOCK
BREANNA MURO
GEORGE MURPHY
AUDIE MURRAY
ERICA MURRAY
MATTHEW MUSGROVE
MA MUSHRUSH
JOHN MUTANDA
PHILLIP MYER
CAROLYN MYERS
JUSTIN MYERS
TRECOL MYERS
YEE MYINT
KUNI MYO
MASOOD NADEEM
JOHN NAIL
MANHNWIN NAING
SAW NAING
CRISTIAN NAJERA OLIVAN
PAU NANG
PAU NANG
PAU NANG
THOMAS NANG
TUN NANG
MYLESS NARRUHN
NOORY NARTIN
JAMES NASH
AUSTIN NATION
THANG NAULAK
ZAM NAULAK
FRANCISCO NAVA
JOSE NAVA
MARIA NAVA
MARIA NAVARRETE
MICHAEL NAVARRETE
DARWIN NAVARRETTE
JARED NAVARRO
STHEFANY NAVARRO
BAWK NAW
KHAUNG NAW
LIAN NAWL
SAID NAZARMOHMAD
BRANDI NEAL
CLAYTON NEAL
MARIA NEI THIEM
NIANG NEL
TREVOR NELSON
JASON NELSON
ERIC NELSON
CING NEM
DIM NEM
DEI NENG
HILLARY NERO
JOSHUA NETTEN
SETH NETTEN
ANDRES NEWMAN
ICSHA NEWSOME
NUAM NGIN
ZAM NGIN
ALVIN NGIRATEBL
EN NGO
NANG NGO
PAU NGO
A VAN NGUYEN
BICH NGUYEN
HUNG NGUYEN
HUU NGUYEN
SAU NGUYEN
TAM NGUYEN
THI NGUYEN
TUONG NGUYEN
VIET NGUYEN
LINDA NGUYEN MORGAN
LE NHU
CING NI
LA JA NI MA
CIN NIANG
CING NIANG
CING NIANG
CING NIANG
CING NIANG
CING NIANG
CING NIANG
CING NIANG
DIM NIANG
DIM NIANG
EN NIANG
ESTHER NIANG
ESTHER NIANG
GIN NIANG
HAU NIANG
KAP NIANG
KHAN NIANG
KHEM NIANG
LAM NIANG
LUN NIANG
NEM NIANG
NGO NIANG
NUAM NIANG
PUM NIANG
TUAL NIANG
VUNG NIANG
VUNG NIANG
VUNG NIANG
ANTHONY NICHOLAS
JACOB NICHOLS
MITCHELL NICHOLS
TAKODA NICHOLS
JUSTIN NICHOLSON
JAMES NICKERSON
ABDULRAUFKHAN NICKMAL
NOUNG NIE
TRAVIS NIEDERHOFER
HALEY NIELSEN
BRANDY NIETO
EMILY NIETO
TARREN NIETO
THANG NING
ZAM NING
ATINIAR NISIUO
CING NO
CING NO
MAN NO
NIANG NO
THAWN NO
JACOB NOE
CHRISTOPHER NOEAR
SAIFULLAH NOORISTANI
MARK NORDSTROM
BRANDON NORDSTROM
WILLIAM NORFLEET
JATAVIAN NORRIS
DAVINA NORRIS
SALYER NORTON
AARON NOTARIANNI
JERRY NOWEL
SAILER NOWELL
TUMAI NPAWT
NGIN NTEM
KIM NU
KIM NU
SEN NU
CIIN NUAM
CING NUAM
CING NUAM
CING NUAM
CING NUAM
CING NUAM
CING NUAM
HAU NUAM
LAWH NUAM
NING NUAM
NING NUAM
THANG NUAM
CING NUAMBOIH
RAHMAT NUMAN
DENISE NUNEZ
EDUARDO NUNEZ MALPICA
NGIN NUNG
MICHAEL OBRIEN
THOMAS ODOM, II
ALEXANDER OFOSU
TYLER OGDEN
UDUIHAYE OGEDENGBE
WYATT OGLE
BRANDON OHARA
BREE OHARO
KAI OJALA
YELITZA OJEDA RAMIREZ
TYESHA OLDEN
ISMAEL OLIVARRIA OLIVAS
ERICK OLIVAS VALERIO
ANTWANETTE OLIVER
DANIEL OLIVER
STEPHEN OLIVER
MELCHOR OLIVERA-ORTEGA
ANTHONY OLIVERAS
JAMES OLSEN
ERIC OLSON
KEITH OLSON
KEVIN OLSON
ALEXIS OLVERA
DIANE OMALLEY MYERS
MAROOF OMAR
DAVID ON TUANG
JAMES ONEILL, JR
PROVINA ONOPWI
PAUL ONYENEHO
SAW OO
TIN OO
WAI OO
AVERY OPPEGARD
ZEYAR ORAHMAN
J DANIEL ORNELAS CARRILLO
RACHEL ORONA
LETICIA OROZCO
BULMARA OROZCO
JOSE OROZCO
ESMERELDA OROZCO
ESTEBAN ORTEGA
RODRIGUEZ
JOSE ORTIZ
JULIAN ORTIZ
SAUL ORTIZ
PATRICK OSBORNE
JACINTA OSOMAI
LENA OSS
CHRIS OSSIG
VERONICA OSTAPOWICH
WUILLIAN OSTOS
JJ OTIS
ABIGAIL OTT
JENNIFER OVERMEYER
MARCO OVIEDO
KEVIN OWEN
DEKEVIAN OWENS
JOHN OZBUN
GO PAA
MIGUEL PABON
DAVID PACQUETTE
HAKIM PAEE KHAN
AUSTIN PAINTER
LAUREN PALACIOS
GILBERTO PALACIOS
CODY PALMER
TINA PALMER
SIRVINCENT PARAMORE
ROBERT PARANG
LUCAS PARANTO
JORDY PAREDES
HEIDI PARK
BILLY PARKER
GOLDIED PARKER
JAKE PARKER
JAMES PARKER
KEYANNA PARKER
MICHAEL PARKER
ROBERT PARKER
SARAH PARMELEE
BRENDA PARRA
HARRY PARRISH
FRAY PARTIDAS
ANDRES PARTIDAS AGELVIS
ANNEL PARTIDAS PAZ
FASIHULLAH PASHTANA
LESLIE PASZTOR
JASON PATE
THOMAS PATE
CALEB PATERIK
CHRISTOPHER PATERSON
KY PATRICK
AEVA PATRICK
PAUL PATTERSON
JAELYNE PATTON
CARL PATTON
CEDRIC PATTON
CIN PAU
CIN PAU
DAI PAU
DAL PAU
DAL PAU
DAL PAU
DO PAU
EN PAU
KAI PAU
KHEN PAU
LANG PAU
MUNG PAU
MUNG PAU
NANG PAU
NANG PAU
NENG PAU
NENG PAU
PETER PAU
PUM PAU
THANG PAU
THAWNG PAU
TUAL PAU
TUNG PAU
ZAM PAU
ZAM PAU
ZOO PAU
SUAN PAUDOPMUL
LANGH PAUGUITE
TERESA PAUL
CHRISTOPHER PAULI
DEMI PAULUS
RODNEY PAULUS
SAW PAW
DEVEN PAWLOWSKI
JONATHAN PEARCE
DEANA PECK
CORY PEDERSEN
ANTHONY PEDONE
DAMON PELUCHETTE
JUAN PENA
ARTHUR PENNINGTON
BONNER PENNINGTON
SHAMATA PENTECOST
QUNICY PEOPLES
ABEL PERALTA
ROSALINA PERDOMO
PERDOMO
JOSEPH PERDUE
BLAZE PEREZ
CARLOS PEREZ
DARWIN PEREZ
DIANA PEREZ
JESUS PEREZ
JOE PEREZ
LEYBIS PEREZ
SERGIO PEREZ
TULIO PEREZ
VICTOR PEREZ
MARCO PEREZ
ANDREA PEREZ
PERLA PEREZ ARIAS
CHRISTIAN PEREZ
GUTIERREZ
LUIS PEREZ MEJIA
PEDRO PEREZ PAEZ
GLENDA MARISOL PEREZ
ROMERO
FRANCISCO PEREZ SANCHEZ
JOHN PERRY
MILES PERRY
RILEY PERRY
MATTHEW PESCHONG
TAINELYNN PETER
TAIPO PETER
AUSTIN PETERS
ROBERT PETERSON
JEFFREY PETERSON
TIMMY PETERSON
HUNTER PETERSON
BRITANY PETERSON
DANIEL PEURIFOY
HUY PHAM
LINH PHAM
QUOC PHAM
PHUOC PHAN
NAW PHAW
LIANKHAN PHAWNG
SANTINO PHILLIP
NATHANIEL PHILLIPS
TRAVIS PHILLIPS
TROY PHILLIPS
HNIN PWINT PHYU
CIN PI
HAU PI
HAU PI
HELEN PI
MANG PI
MUAN PI
NIANG PI
PETER PI
SB PI
SING PI
THOMAS PI
TUANG PI
MANG PIAN
DAL PIANG
DO PIANG
GIN PIANG
GOH PIANG
KHUP PIANG
KHUP PIANG
LIAN PIANG
SUAN PIANG
THANG PIANG
VAN PIANG
CHRISTOPHER PICKENS
DEVOTRICK PICKRON
WILLIAM PIDGE
HILARIO PIEDRA
ANDREW PIETROMONACO
CIN PII
JOHN PIKE
DAMIAN PINEDA
MIGLANIA PIRONA
GONZALEZ
HAROLD PITTS, II
CANDY PITTSER
YOANA PLASCENIA
EMILIA PLATA VASQUEZ
AMBER PLOIUM
EVAN PLUMLEE
ELISHA PLUMMER
MICHEAL PLUMMER
RANDALL PLUSH
JASON POBLETE
KEVIN POBUDA
SUSANNE POINDEXTER
BASANT POKHREL
RENU POKHREL
GEORJANNA POKORNEY
ANIK POKUKU
JANICE POLK
AUBREY POLK
AKEEM POLLARD
MILTON POLLOCK
TAYLOR POMAVILLE
BRANDON POMEROY
MARK POOL
KENNETH POORE
RODNEY POPE
JAMES PORTER
CHRISTOPHER PORTER
ELVIA PORTILLO
ASHLEY POWELL
DEMYKLE POWELL
RUDY POWELL
CHARLES POWELL
MICHAEL POYNTER
NATHAN PRADMORE
JOSE PRADO
KENNETH PRENTICE, JR
DANIEL PRESSLER, JR
ANGELICA PRICE
LEON PRICE
MICHAEL PRICE
SHANE PROBST
ERIN PROCHAZKA
STEPHEN PRUITT
CIN PU
KHAI PU
KHAM PU
LIAN PU
MANG PU
MANG PU
MUANG PU
SING PU
TUANG PU
CALEB PUDDEN
ALMA PUGA
JERRY PUGH JR
THANG PUI
ALEJANDRA PULIDO
KAM PUM
JACOB PURINTON
JEFFREY PURKERSON
COREY PURVIS
JOHN QUANG
CANDELARIA QUICK
BRENDA QUINTANILLA
GARCIA
WASEL QURAISHI
JAMES RABURN
NATHANIEL RABURN
FATIMA RACHU
FLARA RACHU
JOHNATAN RACHU
MARIA RACHU
VINA RACHU
VINCENT RACHU
EVA RAGLAND
RETSIAN RAIN
PATTI RAINS
LANDON RAKE
BRANDON RALPH
DEE RAM
BRIAN RAMBO
SUSAN RAMBO
ALICIA RAMIREZ
EVA RAMIREZ
MARTINELLY RAMIREZ
EDGAR RAMIREZ
ANGEL RAMIREZ
RIGOBERTO RAMIREZ
ENRIQUE RAMIREZ MORALES
PATRICIA RAMIREZ NAVARR
DIEGO RAMIREZ RAMIREZ
MANUELA RAMIREZ
SOBERANIS
WALTER RAMOS
GERMAN RAMOS ALONSO
FRANCISCO RAMOS-
RODRIGUEZ
MARCUS RAMSEY
HEIDI RAMZEL
KARLY RANCK
CAMERON RAND
COURTNEY RANDALL
JEFFREY RANDALL
COREY RANDALL
TIMOTHY RANEY
JESSICA RANGEL
MIRIAN RANGEL
JOHNATHAN RASH
SEEDAK RASOOLUDEEN
ROBERT RATLIFF
TOMMY RATLIFF
RYAN RAUSCH
JOHN RAVELLI
PERSON RAYMOND
ANTHONY RAYMOND
CURTIS RAYON
THOMAS READ
JOHN REASOR
FLOR REBOLLAR
DAVID RECCA
ELIZABETH RECORD
IVY RECORD
SHAGLENDA REDDIX
MICHAEL REED
JOHN GREGORY REED-BASK
CLINTON REESE
CHARLES REESE
WENDY REEVES
STEPAN REGUS
ETHAN REICHERT
JOHN REID
RAMIRO REINA
CORY REITER
RENCHENINA RENCHY
MICHAEL RENIGAR
JAKOB RESSLER
ARIN RETAN
TRAVIS REVELL
CLARA REYES
LA REYES
PABLO REYES
JOSELIN REYES
ANA REYES
AGUSTIN REYES, JR
STACIE REYNA SALAS
JOSHUA REYNOLDS
JAVIER REYNOSO
GUSTAVO REYNOSO
JAVIER REYNOSO URIETA
DANIEL RHOADES
EFFIE RHODES
JEFFREY RHODES
RIEROSE RICHARD
JONATHAN RICHARDS
HOBERT RICHARDSON
ANITRA RICHARDSON
GILDA RICHARDSON
ROBERT RICHEY
BRIAN RICKETT, JR
ANYLA RICO
RANDALL RIDENOUR
ANGELA RIDEOUT
COREY RIDER
KASSANDRA RILEY
SARA RILEY
ISAAC RINKE
ALEXANDER RIOS
MARTHA RIOS DE PAZ
DINA RISING
CORY RISINGER
HILLARY RITE
VILMA RIVAS SANCHEZ
DAVID RIVERA
LUIS RIVERA
RAMON RIVERA
SIGFREDO RIVERA
MELISSA RIVERA CRUZ
TERRI ROBBINS
ROMERO ROBERTS
APRIL ROBERTSON
BRANDON ROBERTSON
TRAVASIL ROBERTSON
CHAD ROBINSON
DEARLD ROBINSON
ROSHANDA ROBINSON
CURTIS ROBINSON
EDDIE ROBINSON
BYRON ROBINSON
DAVID ROBINSON, JR
JEREMIAH ROBISON
MATTHEW ROBLES
ABRAHAM ROBLES
CIRILO ROBLES AMBRIZ
ROBERT ROBNETT
BRAD RODRIGUES
ALYSSA RODRIGUEZ
DANIEL RODRIGUEZ
DAVIANA RODRIGUEZ
EULALIO RODRIGUEZ
HECTOR RODRIGUEZ
JESUS RODRIGUEZ
MARIA RODRIGUEZ
MARTINA RODRIGUEZ
NELSON RODRIGUEZ
OSWALDO RODRIGUEZ
RAUL RODRIGUEZ
RICARDO RODRIGUEZ
MARIA RODRIGUEZ
NATHAN RODRIGUEZ
JOSEFINA RODRIGUEZ
PABLO RODRIGUEZ
EMILIANO RODRIGUEZ
BALDOMERO RODRIGUEZ
ESTEPFANI RODRIGUEZ
LOPEZ
ALESHA ROESCHKE
BRIAN ROGERS
DON ROGERS
DYLAN ROGERS
TONY ROGERS
M SALIM ROHANI
NANG ROI
IVAN ROJAS
JOSE ROJAS
LIDIA ROJAS
NELSON ROJAS
ROSA ROJAS
GABRIEL ROJAS DAVILA
WESLEY ROLLINGS
DANIEL ROMERO
PAULINA ROMERO
CYNTHIA ROMINE
TONY RONGEY
MAKINTA ROOSEVELT
ROYCE ROPER
OSCAR ROSA
JOSE ROSALES
MAURICIO ROSAS SANCHEZ
CORTNEY ROSE
REAGAN ROSELL
STEPHANIE ROSELL
ROBERT ROSENCUTTER
MORNIS ROTENIS
FILOMINA ROUND
FINIKSIANO ROUND
LANDYMENTA ROUND
MICHELLE ROUSSEAU
ERIC ROUTT
CARLOS RUIZ
LILIANA RUIZ
MA RUIZ ORTEGA
TERENCE RUSHING
BRIANA RUSSELL
DERICK RUSSELL
KARISSA RUSSELL
RICHARD RUTHERFORD
MARK RUTTAN
LISA RYAN
SLAVIC RYCHKO
SA SAAN
TRISA SACK
MOHAMMAD SARWAR SADAR
ABDUL W SADAT
ASADULLAH SADIQ
LINDSEY SADLER
ABDUL SAEEDE
ABDUL SAYEED SAEEDE
KARINA SAENZ ACOSTA
CESAR SAENZ RODRIGUEZ
SHIR SAIL
PON SAIM
EDSON SAK
MOHAMMAD SAKHIZADA
KHALILURAHMAN SALAR
RAEES SALARZAI
DANIEL SALAS
ABELINO SALAZAR
DAVID SALAZAR
NOAH SALAZAR
JUDITH SALAZAR
JOHANNA SALAZAR CEDENO
MARIANGEL SALAZAR
GONZALEZ
JORGE SALAZAR MARTINEZ
JORGE SALAZAR SOARES
BRISA SALCEDO
DAVID SALDIVAR
MARIA SALDIVAR
MIGUEL SALDIVAR
VICTOR SALDIVAR
JOSE SALDIVAR OROPEZA
DAVID SALEGO
NAEL SALEM
DIANA SALINAS
CARSON SALSBURY
KENNEDY SALYERS
IM SAMMY
IOMITA SAMMY
MARLEEN SAMMY
ESTHER SAN
JOHNY SANABRIA
ROBERTO SANABRIA
ADRIAN SANCHEZ
BEATRIZ SANCHEZ
CRISTAL SANCHEZ
ISELA SANCHEZ
JOYCE SANCHEZ
MAYRA SANCHEZ
ZADY SANCHEZ
JERSON SANCHEZ
ALEXANDER SANCHEZ
JEREMY SANCHEZ
MAURY SANCHEZ
FILIBERTO SANCHEZ
ANDREINA SANCHEZ BOLIVAR
ANTONIO SANCHEZ-GIRON
JACOB SANDERS
MARCUS SANDOVAL
SHANNON SANDRIDGE
VASILE SANDUTA
VIORICA SANDUTA
TRAVES SANDY
CIN SANG
LIAN SANG
PAU SANG
PAU SANG
TUAN SANG
RAIS SANGEEN
KAYTLYNN SANGER
LAL SANGI
WILLIAM SANGSTER
WENCESLAO SANTIAGO
JAIMYNA SANTIER
NADELIN SANTOS
VERONICA SANTOS
STACY SANTOYO
WILLIAM SAPP
NANG SAR
JANGIZ SARDAR SUBHAN
JEREMY SASSER
LUIS SAUCE
ALVIN SAURES TIMOTHY
ELIAS SAVAGE
ERICK SAWYER
JORENS SAWYER
BRYAN SCANLON
SHANE SCHAMING
ARYN SCHAUMANN
HEAVIN SCHIEBERL
ISAAC SCHLENBECKER
JACOB SCHMUCKER
DAVID SCHNEIDER
CONNOR SCHOENE
AUSTIN SCHROEDER
STEVEN SCHWAB
DUSTIN SCHWANKE
MARK SCOFIELD
JERRY SCOTT
SHAUTE SCOTT
THOMAS SCOTT
KYVEN SCOTT
JORDAN SCOTT
RONA SEAGO
DAVID SEAMAN
SOVATNITA SEAMAN
RYAN SECHELSKI
CATHY SECHRIST
JAVIER SEDANO
JACOB SEDLAR
JOSEPH SEDLAR
ALONDRA SEGOVIANO
HOU SEI
THONG SEI
THONGKU SEI
JOHN SEIBERT
ALEXA SEIDEL
MARCUS SEIP
JAMIE SELF
KAYUN SENG
ROI SENG
ANNETTE SERNA
LENNYN SERRANO
HENRY SEYLER
ADAM SHADER
JACOB SHAFER
AMIR HUSSEIN BIN SHAFIE
AUSTIN SHAHAN
RODNEY SHAHAN
AHMADULLA SHAHISTA
ROBERT SHANDS
AUSTIN SHANE
INHA SHAPOVALOVA
MATTHEW SHAUB
CARA SHAW
THOMAS SHAW
TRENT SHAW
KHAIR SHEER MOHAMMAD
THOMAS SHELLEY
VASILIY SHEMEREKO
CHELSIE SHEPHERD
LARRY SHEPHERD
LILLIAN SHEPHERD
DUSTIN SHERIER
RAEES SHERIN
KARZAI SHINWARI
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2023 Annual Report
2023 Annual Report