Breathing Life Into Tomorrow
All around the globe, in spaces where we gather, dream, learn, and grow, our solutions
work invisibly to make life better.
For decades, we’ve been the quiet force engineering not just equipment but experiences.
Our team of visionaries sees beyond metal and mechanics to the families celebrating
holidays, the students discovering ideas, and to the professionals advancing industries.
We push boundaries because we understand that comfortable spaces help to create endless
possibility. Our systems hum with purpose, serving our greater mission: to enhance the
moments that matter most, while preserving essential resources for generations to come.
We are AAON. We lead the charge in advancing HVAC innovation our world depends on.
Creating comfortable, sustainable environments today, for all the dreams of tomorrow.
AAON is a leader in HVAC solutions for commercial and
industrial indoor environments. Our unique 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.
BASX designs and builds custom, modular thermal
management solutions that provide the highest
efficiency and best performance. Unlike others,
BASX isn’t in the business of selling a rigid system of
products. We’re in the business of selling solutions.
D
N
A
From the Chief Executive Officer
2024 marked a year of strategic positioning for AAON,
with both significant triumphs and temporary headwinds.
Following our exceptional performance in 2022–2023, which saw
tremendous growth, we anticipated 2024 would be more challenging.
The unprecedented refrigerant transition and weaker macroeconomic
conditions in the nonresidential construction sector created obstacles
for our business. However, despite these challenges, we met our
expectations for the year, with overall revenue growth of 2.7%.
Our backlog finished the year up 70% to $867.1 million, highlighting
the strong demand for our premium solutions.
The BASX brand performed exceptionally well, posting a 35.1%
increase in sales, with data center equipment sales growing 85%.
Bookings of BASX branded equipment in 2024 were up approximately
100%. BASX also made a significant impact on the data center market
with the industry’s first large-scale development and sale of a
custom-designed liquid cooling solution. To support the tremendous
growth opportunities ahead, particularly in the data center market,
we invested in approximately one million square feet of additional
manufacturing capacity across our facilities in Longview, Texas,
and Memphis, Tennessee.
2.7%
Overall Revenue Growth
35.1%
BASX Increase in Sales
Driving Market Leadership Through Innovation
AAON’s foundation is and has always been built on being the industry’s
leader in innovation and customization. We maintain the industry’s highest
class of engineers and solve our customers’ problems through configurable
and customized solutions. AAON is truly an innovative, customized solutions
provider, compared to most of the industry that goes to market with a
standard product portfolio.
Our breakthrough in data center liquid cooling exemplifies our commitment
to innovation. We developed a custom solution that the industry had never
seen before, providing exactly what the customer needed and what our
competition couldn’t deliver. In the current environment, where the scope
and design of data centers are rapidly changing, these engineering and
manufacturing capabilities are immensely valuable.
Our Alpha Class air-source heat pump rooftop units represent another
area of significant innovation. We are one of just two manufacturers in the
industry providing certified air-source heat pump solutions operable down
to zero degrees Fahrenheit. In 2025, we will introduce heat pump solutions
operable down to negative 20 degrees Fahrenheit, addressing the growing
demands for decarbonization and electrification of buildings. Sales of our
Alpha Class units in 2024 exceeded $100 million, growing year-over-year by
approximately 40%. With increasing demand for this technology, and much
of the country requiring this cold climate solution, we believe this business
can grow by multiples in the next few years.
Seizing the Billion-Dollar Data Center Opportunity
The data center liquid cooling solution we developed last year demonstrates
the value of our custom engineering approach. As cloud computing and
AI demands evolve, our ability to develop highly technical, fully custom
solutions gives us a significant advantage. While other manufacturers
might offer standardized cooling systems, we recognize that in the rapidly
evolving world of data centers, one size definitely doesn’t fit all.
At the end of 2024, our annualized run rate of production of data center
equipment amounted to over $187 million. With a growing pipeline of data
center development plans and increasing demand for customized solutions,
we see this business growing to over $1 billion within a few years.
The majority of our record backlog is expected to convert to revenue in 2025,
positioning us for accelerated growth this year.
In 2025, we will
introduce heat
pump solutions
operable down to
negative 20 degrees
Fahrenheit…
NEXT GENERATION ALPHA CLASS
Expanding Capacity to Support Record Growth
We have added approximately one million square feet of manufacturing
space across our Longview, Texas (237,500 sq. ft.) and Memphis, Tennessee
(787,000 sq. ft.) facilities. These strategic expansions represent compelling
returns on investment, especially considering the demand we anticipate,
particularly from the data center market. Additionally, this expansion
diversifies AAON’s manufacturing footprint, mitigating certain operational
risks and allowing us to better serve our growing data center customer base.
The AAON Coil Products (ACP) segment in Longview performed
exceptionally well, with sales and gross profits increasing 129.9% and
88.9%, respectively, in the fourth quarter. This performance was largely
driven by the commencement of production of the new BASX branded data
center liquid cooling product. In a short period, we’ve added and trained
many new team members to scale up this operation and execute at the
highest level for our customers.
Our Memphis facility will primarily address the growing demand from the
data center market and is projected to create 828 skilled jobs over the
next five years. This facility will manufacture various types of thermal
management equipment for data centers, including air-cooled systems,
computer room air handlers, direct evaporative coolers, and liquid cooling
distribution units. While we expect a measured ramp-up of production at our
Memphis facility through 2025, we anticipate significant acceleration by the
fourth quarter, with 2026 showing substantial production growth.
…we’ve added and
trained many new
team members
to scale up this
operation and
execute at the
highest level for
our customers.
Memphis, TN – Facility
…we lead the
industry in the
development
of heat pump
technology.
Entering 2025 with Strong Fundamentals
While 2024 presented temporary challenges due to the refrigerant
transition, the core AAON brand is entering 2025 with positive momentum.
True to our founding principles, AAON continues to lead the industry in
environmental responsibility by proactively transitioning to the low Global
Warming Potential (GWP) refrigerant, R-454B, across our product line.
We began accepting orders for R-454B units on January 1, 2024—a full
year ahead of the EPA’s mandate to discontinue refrigerants with GWPs
above 700. Furthermore, with our Alpha Class product family, we lead
the industry in the development of heat pump technology. Alpha Class
equipment will facilitate an increasing demand for customers decarbonizing
and electrifying their buildings.
The fourth quarter was the first in which we only accepted orders for
equipment configured with the new refrigerant. As many states’ building
codes weren’t updated to allow R-454B equipment until the fourth quarter,
we experienced a steeper downturn in demand than expected. This caused
us to slow production more than anticipated, resulting in lower volumes. We
believe this slowdown is temporary, and the regulatory impact is behind us.
Backlog of AAON branded equipment at the end of 2024 was up 18%, and we
expect to return to a normal cadence of business as we move through 2025.
AAON’s core brand remains extremely strong. Our semi-custom designed
equipment is of the highest quality, best performing, and most energy-
efficient in the industry. Moreover, we’re proving we can build our
traditional equipment more efficiently than anyone, which is reflected in a
narrowing price premium and strong margins. With a growing backlog and
strong fundamentals, we are poised to accelerate our market share gains as
we move through 2025 and beyond.
Passing the Torch to Continue AAON’s Legacy of Excellence
As I prepare to step down as CEO following AAON’s Annual Stockholders’
Meeting on May 13, 2025, I reflect on the incredible progress we’ve made
as a company. I’m proud of what we have achieved together and excited for
the future that lies ahead under the leadership of Matt Tobolski. I set out to
build a leadership team so capable that my services as a leader would no
longer be required. We’ve reached that point, and I can confidently say this
is the strongest leadership team AAON has ever seen.
Matt’s exceptional talent, broad skill set, and effective leadership give me
the utmost confidence in this transition. I have a strong conviction that he
will be very successful, and that this transition will be extremely smooth.
I look forward to continuing my involvement with AAON as a director,
mentor and advisor, supporting the Company as we embark on this
exciting new chapter.
Thank you to all of our stakeholders for your ongoing support. We are
honored to have each of you with us and look forward to delivering the
returns that will justify your continued ownership.
Game-changing.
And world-changing.
With proven performance in nearly any
climate, AAON Alpha Class is a critical
solution that meets the increasing
demand for building decarbonization.
Designed for fresh air.
AAON Delta Class has been dedicated from the beginning.
AAON is always innovating.
Learn more about our dedicated
outdoor air systems (DOAS).
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.
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.
1998
1999
AAON yearly shipments
exceed $100 million.
Received U.S. patent for
Dimple Heat Exchanger Tube.
Completed Tulsa, Oklahoma
and Longview, Texas plant
additions yielding a total
exceeding one million
square feet.
2001
Introduced evaporative-
cooled condensing energy
savings feature.
2003
Started production
of polyurethane foam-filled
double-wall construction
panels for rooftop
and chiller products
using newly purchased
manufacturing equipment.
2010
2012
AAON RQ Series win ACHR
News Dealer Design award.
AAON yearly shipments
exceed $300 million. 2015
AAON RN Series rooftop
unit named 2010 Product
of the Year—Silver by
Consulting-Specifying
Engineer Magazine.
AAON Low Leakage Dampers
voted “Product of the Year”
by Consulting Specifying
Engineer magazine.
2015
AAON Low Leakage Dampers
voted “Product of the Year”
by Consulting Specifying
Engineer magazine.
2018
AAON acquires WattMaster
Controls, Inc.
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.
2023
Grand opening
of the Customer
Exploration Center.
AAON launches
Alpha Class.
AAON exceeds
$1 billion in sales.
2024
AAON launches Delta Class.
BASX launches IRHX
—a custom liquid cooling
data center solution.
AAON opens new
manufacturing plant
in Memphis, TN.
Our semi-custom
designed equipment is
of the highest quality,
best performing, and
most energy-efficient
in the industry.”
—Gary Fields, CEO
2024 Summarized Financials and Key Metrics
Net Sales
EBITDA
Employees
$1.2B
$272M
~4.8k
Net Sales by Segment
Net Sales by Product
Net Sales by Region
72% AAON OK
16% BASX
12% AAON Coil
81% AAON
19% BASX
97% Domestic
3%
Foreign
Net Sales
dollars in billions
Net Sales Growth
percent
Gross Profit
dollars in millions
Gross Profit Margin
percent
$1.2
$1.2
66.3%
$399.0
$397.1
34.1%
33.1%
$0.9
$237.6
26.7%
31.5%
2.7%
2022
2023
2024
2022
2023
2024
2022
2023
2024
2022
2023
2024
Adjusted EBITDA1
dollars in millions
$281.2
$272.2
$162.2
Adjusted EBITDA
Margin1
percent
24.1%
22.7%
18.3%
R&D
dollars in millions
Dividends
dollars per share
$46.8
$47.3
$.32
$.32
$43.7
$.29
2022
2023
2024
2022
2023
2024
2022
2023
2024
2022
2023
2024
1 See page 90 for additional information regarding non-GAAP measures.
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, 2024
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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer
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).
or a smaller reporting company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
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
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. ☒
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. ☒
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, 2024 was $5,801.1 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, 2024 was $5,801.1 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
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
of registrant’s common stock on the last business day of registrant’s most recently completed second quarter June
30, 2024 was $5,801.1 million based upon the closing price reported for such date on the Nasdaq Global Select
30, 2024 was $5,801.1 million based upon the closing price reported for such date on the Nasdaq Global Select
Market.
Market.
As of February 24, 2025, registrant had an outstanding total of 81,597,289 shares of its $.004 par value Common
Stock.
As of February 24, 2025, registrant had an outstanding total of 81,597,289 shares of its $.004 par value Common
Stock.
As of February 24, 2025, registrant had an outstanding total of 81,597,289 shares of its $.004 par value Common
As of February 24, 2025, registrant had an outstanding total of 81,597,289 shares of its $.004 par value Common
Stock.
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 2025 Annual Meeting of
Stockholders to be held May 13, 2025, 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 2025 Annual Meeting of
Stockholders to be held May 13, 2025, 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 2025 Annual Meeting of
Portions of registrant’s definitive Proxy Statement to be filed in connection with the 2025 Annual Meeting of
Stockholders to be held May 13, 2025, incorporated herein by reference in Part III of this Annual Report on Form
Stockholders to be held May 13, 2025, incorporated herein by reference in Part III of this Annual Report on Form
10-K to the extent stated herein.
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
11
16
17
19
19
20
22
23
35
36
76
76
78
78
78
78
78
78
79
81
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.
•
•
•
•
•
•
•
•
•
•
•
•
•
•
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 leader in heating, ventilation, and air conditioning (“HVAC”) solutions for commercial and industrial
indoor environments. The Company’s unique 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.
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 aftermarket parts to customers through retail part stores and
online. AAON Oklahoma includes the operations of our Tulsa, Oklahoma, Memphis, Tennessee and Parkville,
Missouri 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, Oklahoma, 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, Oklahoma, our cutting-edge 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, Texas manufacturing facilities. BASX branded products are also manufactured in Longview.
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, Oregon manufacturing facilities.
For more information on our business segments’ financial position and results of operations, refer to Note 23,
“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 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.
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Since day one, AAON has been dedicated to manufacturing and product leadership with innovation through R&D
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 Air Movement and Control Association (“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
$30.1 million, $39.9 million, and $27.6 million of our net sales in 2024, 2023, and 2022, respectively. As a
percentage of net sales, foreign sales accounted for approximately 2.5%, 3.4%, and 3.1% of our net sales in each of
those years, respectively.
Products - AAON Brand
AAON branded products are manufactured for, and installed on or beside, commercial and industrial buildings of all
sizes.
The total addressable market for AAON branded products is determined primarily by the number of new
commercial and industrial building projects and the replacement demand from existing commercial and industrial
buildings.
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 cyclical nature of the new construction market
impacts this ratio the most over an economic cycle.
Our flagship products consist of a single-unit system that generates heating and cooling in a self-contained cabinet,
referred to in the industry as “unitary product.” The majority of our unitary products are installed on the rooftop of
commercial and industrial buildings and structures. These are known in the industry as "rooftop units," or (“RTUs”).
Other finished products include air-source heat pumps, air handling units, condensing units, makeup air units,
energy recovery units, geothermal/water-source heat pumps, coils, and controls.
All AAON branded products are created by assembling a combination of sheet metal and tubing fabrication
components and pre-manufactured/purchased components such as coils, compressors, fans, and control systems. All
products undergo rigorous end-of-line testing and inspection prior to being shipped to customers.
We offer three groups of RTUs: the RQ Series, consisting of five cooling sizes ranging from two to five tons; the
RN Series, offered in 26 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 (two to 50 tons), are capable of
operating in ambient outside temperatures as low as zero degrees Fahrenheit.
This class of products, known as AAON Alpha Class™, is a critical, industry-leading solution that meets the
increasing demand for commercial building decarbonization. Utilizing unrivaled engineering prowess and cutting-
edge compressor technology, AAON Alpha Class™ provides energy-efficient heating and cooling throughout the
year in virtually any climate.
In addition to our flagship packaged RTUs, we offer a variety of products to meet various market needs:
Our SA, SB, and M2 Series consist of 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.
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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 geothermal/water-source heat pumps are AHRI certified in accordance with ANSI/
AHRI/ASHRAE/ISO 13256.
Our unitary air conditioners and heat pumps (RQ and RN Series) are certified with AHRI and the US Department of
Energy (“DOE”) to ANSI/AHRI 210/240 up to five tons capacity and ANSI/AHRI 340/360 from five to 63 tons
capacity.
Performance characteristics of our products range in cooling capacity from two to 261 tons and in heating capacity
from 24,000 to 4,500,000 British Thermal Units (“BTUs”).
Many of our products far exceed DOE minimum efficiency 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, digital, 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 18.0
Seasonal Energy Efficiency Ratio 2 (“SEER2”) and 22.8 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
enhance 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 Brand
As a full complement to our AAON branded products, our BASX branded products are highly customized to meet
the expectations of even the most discerning customers.
Our data center cooling solutions are focused on providing highly configurable, purpose-built equipment with an
emphasis on efficiency, performance, speed of deployment, and build-quality. High-performance air-cooled heat
rejection solutions are provided with waterside economizers (with optional adiabatic assisted cooling) and are
designed to integrate with high-density computing systems requiring direct to chip liquid cooling.
Additionally, our perimeter gallery thermal management solutions include direct evaporative coolers, fan coil walls,
and computer room air handling (“CRAH”) units. White space solutions for a close-coupled IT load management
approach include overhead fan coils and in-row coolers. Packaged solutions include coupled economizing chillers
with integrated air handling and packaged direct expansion (“DX”) solutions with airside economizers.
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Our 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 the 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.
Our BASX branded custom air handling products are primarily used in commercial, industrial, healthcare, and
institutional facilities employing chilled water cooling, packaged direct expansion, hydronic heating, indirect gas
direct heat, humidification, dehumidification, filtration, and integrated controls. BASX manufactures plenum fans
for integration into air handling units and replacement applications. BASX also offers integrated sound performance
solutions.
Air Quality Products
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 - Our standard design 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 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’s Delta Class™
products provide industry leading cooling, dehumidification, and heating options for high percentage outdoor air
applications to promote better indoor air quality while minimizing energy consumption.
On October 31st, 2022, the DOE released its final ruling concerning direct expansion-dedicated outdoor air systems
(“DX-DOAS”). These are systems that condition primarily fresh outside air streams to maintain space comfort and
air quality.
On May 1, 2024, the DOE began regulating the efficiency of dedicated outdoor air units separately from other
comfort cooling systems. AHRI will begin certifying the performance of DX-DOAS equipment in 2025. 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, 2024, we employ a sales staff of 81 individuals and utilize approximately 55 independent
manufacturer representatives’ organizations (“Representatives”) having 132 offices to market our products primarily
in the United States and Canada. Sales are made directly to the contractor or end user, with shipments made from
our Tulsa, Oklahoma, Longview, Texas, Parkville, Missouri, or Redmond, Oregon facilities to the job site.
Shipments from our new Memphis, Tennessee plant are expected to start in early 2025.
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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, to
ensure we collectively support our customers across North America. We work closely with our Representatives to
develop and support business plans, develop leadership capabilities, and provide technician training to our
representatives and selected contractors. All of which creates 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 the date of
shipment for parts only, including controls; 18 months for data center cooling solutions and cleanroom systems; five
years for compressors; 15 years on aluminized steel gas-fired heat exchangers; 25 years on stainless steel heat
exchangers; and ten years on gas-fired heat exchangers in our historical RL products. Our warranty policy for the
RQ series covers parts for two years from the 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.
Major Customers
For the years-ended December 31, 2024, 2023, and 2022, Texas AirSystems accounted for approximately 16.4%,
13.8%, and 12.4% 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, 2024, 2023, and
2022 accounted for an additional 8.0%, 2.3%, and 1.4%, respectively.
Two other similar groups, Ambient and AIR Control Concepts, share common ownership of some of our other sales
representatives through portfolio groups and for the year-ended December 31, 2024, aggregate sales through their
portfolio groups accounted for approximately 14.9% and 9.2% of our sales, respectively. In 2023, aggregate sales
for Ambient and AIR Control Concepts accounted for approximately 11.5% and 10.2% of our sales, respectively.
Sales through the portfolio groups of either Ambient or AIR Control Concepts did not account for 10% or more of
our sales for any years-ended prior to December 31, 2023. No other customers or portfolio groups accounted for
more than 10% or more of our sales for the years ended December 31, 2024, and 2023, respectively.
Backlog
Our backlog as of February 1, 2025 was approximately $842.3 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 branded products is generally around 10 - 12 weeks.
Orders for BASX branded 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
BASX branded product backlog do not turn over within typical lead times for AAON branded products.
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Competition
Our AAON branded products 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 branded products primarily compete with Vertiv (Vertiv Holdings Co.),
STULZ (STULZ Air Technology Systems, Inc.), Munters, Silent Aire (Johnson Controls International PLC), Nortek
(Nortek Air Solutions), Modine (Modine Manufacturing Co.) 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.
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 $76.5 million outstanding balance at December 31, 2024. Borrowings available under the revolving credit
facility at December 31, 2024, were $123.2 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 meet evolving regulatory standards in all of our major product lines.
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.
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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 eight inches per hour rain testing, up to
two 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 of units that address
electrification initiatives and commitments.
The R&D activities at the BASX Redmond, Oregon facility is focused on developing and validating high-
performance solutions paired to customers’ unique specifications. First-of-kind configuration of HVAC components
that are both fabricated within the Company's facilities, as well as outsourced suppliers, are modeled, fabricated, and
assembled based upon best engineering practices. Their performance is then validated through testing in a
comprehensive simulation environment in conjunction with the customer to assure compliance expectations. This
unique and synergistic collaboration is distinctive to the BASX solutions development approach and is a primary
driver of customer value. Typical performance testing includes: airflow, consumed power, air-leakage rates, control
integration, thermal cooling/heating, fluid flow rates, sound, vibration and recovery rates based on simulated
failures.
Our Parkville, Missouri location features our new Electronics Prototyping Lab (“Lab”), which includes a fully
functional SMD (“Surface Mount Device”) production line. This production line incorporates automated pick-and-
place equipment capable of quickly and accurately placing devices as small as 0.1mm by 0.2mm, utilizing the same
technology scale found in cell phones. Additionally, the production line is equipped with a profiled reflow oven to
ensure reliability in the finished prototypes. The Lab enables us to speed up our time to market and integrate cutting-
edge technology into our control designs. Furthermore, it allows our Controls Engineering team to leverage their
hardware and software development skills to outpace our competitors in adapting to market changes and disruptions.
We have also increased our investment in Controls by developing cutting-edge communication systems that enable
our products to share information with both internal and external customers. We have partnered with industry
leaders to create our Internet of Things (“IoT”) solution and are beginning to utilize artificial intelligence tools to
enhance efficiencies when developing our control algorithms and sequences of operation. Additionally, we are
developing new controls that leverage machine learning to continuously provide our customers with the most
innovative solutions in the industry.
R&D expenses incurred were approximately $47.3 million, $43.7 million, and $46.8 million in 2024, 2023, and
2022, respectively.
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.
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 2024 to 2039.
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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 have 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, the AIM 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 2024, we published our sixth annual Sustainability 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, paint byproduct material 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 2024 and 2023. Our
Environmental, Social and Governance (“ESG”) committee provides oversight for ESG and sustainability activities,
sustainability 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 additional renewable energy at our Tulsa,
Oklahoma, and Redmond, Oregon facilities in 2024, continued to invest and partner on projects that reduce GHG
emissions globally and have transitioned 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 2023 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
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
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after these updates. We also opened the Exploration Center in 2024, 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
15,715 tons, 13,678 tons, and 14,928 tons of metal in 2024, 2023, and 2022, respectively. Also, through our
partnership with a waste-to-energy facility, we successfully diverted over 3,020 tons, 694 tons, and 668 tons of
waste from landfills in 2024, 2023, and 2022, 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
February 24, 2025
As of
February 20, 2024
As of
February 22, 2023
AAON Oklahoma
AAON Coil Products
BASX
Total employees
2,747
1,043
1,022
4,812
2,663
586
607
3,856
2,474
681
511
3,666
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.
10
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 Our Business
Our business, results of operations and financial condition may be disrupted and adversely affected by public
health pandemics.
Our business, results of operations and financial condition may be adversely affected if a public health pandemic
interferes with the ability of our employees, suppliers, and other business partners to perform their respective
responsibilities and obligations relative to the operations of our business.
We monitor the outbreak of any public health pandemic and evaluate the impact on our business as information
emerges. The extent to which the impact of a public health pandemic may have on our business, supply chains, and
prices of raw materials will depend on future developments, which may be highly uncertain and cannot be predicted.
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 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 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 policies 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.
11
We depend on our officers and senior leadership team and the loss of 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. We rely on our
officers and senior leadership team in the areas of research and development, marketing, production, sales, and
general and administrative functions. 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-person insurance for officers or any members of our senior leadership team.
To mitigate certain business risks of departing executives upon termination, on July 30, 2024, the Board of Directors
of the Company, upon the recommendation of the Compensation Committee of the Board of Directors (the
“Committee”) approved the adoption of the AAON, Inc. Executive Severance Plan (the “Executive Severance
Plan”) to provide financial and transitional assistance following a termination of employment under certain
circumstances to certain executive-level employees. Pursuant to the terms of the Executive Severance Plan, in the
event an Eligible Executive’s employment is terminated by us without “cause” or by an Eligible Executive for “good
reason” (as each such term is defined in the Executive Severance Plan), subject to the execution of a validly
executed, irrevocable release of claims, the Eligible Executive will be eligible to receive the certain benefits defined
by the Executive Severance Plan.
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 wildfires. 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
12
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 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.
13
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.
Complications with the design or implementation of our new enterprise resource planning system could
adversely impact our business and operations.
We rely extensively on information systems and technology to manage our business and summarize operating
results. We are in the process of implementing a new global enterprise resource planning (“ERP”) system. This ERP
system will replace our existing operating and financial systems. The ERP system is designed to accurately maintain
the Company’s financial records, enhance operational functionality and provide timely information to the
Company’s management team related to the operation of the business. The ERP system implementation process has
required, and will continue to require, the investment of significant personnel and financial resources. We may not
be able to successfully implement the ERP system without experiencing delays, increased costs and other
difficulties. If we are unable to successfully design and implement the new ERP system as planned, our financial
positions, results of operations and cash flows could be negatively impacted. Additionally, if we do not effectively
implement the ERP system as planned or the ERP system does not operate as intended, the effectiveness of our
internal control over financial reporting could be adversely affected or our ability to assess those controls adequately
could be delayed.
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 and policies, from the Federal or state levels, which
could have a substantial or even extreme negative effect on our operations and profitability. This could affect
equipment we currently manufacture and could have an impact on our product design, operations, and profitability.
We anticipate more state regulatory activity in the future. Additional state regulatory rules can lead to a patchwork
of different compliance regulations that may impact the results of each of our operating segments and our
consolidated results.
14
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 that 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
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 of all conflict minerals used in our products
through the procedures we may implement.
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 completely transitioned to a new refrigerant with lower global warming potential for our HVAC systems which
was required by the US EPA for any equipment manufactured beginning January 1, 2025. We incurred 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 incurred cost to our facilities, specifically costs to store and use the
new refrigerant in production; however, those costs were not significant. Due to the increased flammability of the
new refrigerant, the insurance industry may require higher premiums for companies in the future.
New York State released a final rule on December 23, 2024, that requires that we change our products to use
refrigerants with a 20-year global warming potential less than 10 beginning January 1, 2034. This will require
significant research and development as well as equipment could potentially cost significantly more to build. We
expect California and Washington state to release similar rules as well as several other states. Unfortunately, we will
likely see a patchwork of different timing and requirements from various states which could increase the options that
we will need to offer which could also increase costs.
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
15
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.
Changes in U.S. or foreign trade policies, including additional tariffs or global trade conflicts, could increase
the cost of our products, which could adversely impact the competitiveness of our products.
There is currently significant uncertainty about the future relationship between the U.S. and various other countries
with respect to trade policies and tariffs. For example, a former U.S. administration previously called for substantial
changes to U.S. foreign trade policy with respect to China and other countries, including the possibility of imposing
greater restrictions on international trade and significant increases in tariffs on goods imported into the U.S. Other
administrations could take a different approach to U.S. foreign trade policy, so there remains uncertainty as to
whether trade between the U.S and other countries, including countries in which we operate, may be impacted by
these policy shifts. Changes in policy or continued uncertainty could depress economic activity and restrict our
access to suppliers or customers. Tariffs implemented on our products (or on materials, parts or components we use
to manufacture our products) have in the past increased the cost of our products manufactured in the U.S. and
imported into the U.S. If additional tariffs or trade restrictions are implemented on our products (or on materials,
parts or components we use to manufacture our products) by the U.S. or other countries, the cost of products
manufactured in countries such as China and Mexico and imported into the U.S. or other countries in which we
operate could increase further. We expect to continue to pass along some of these costs to our customers, but the
increased cost could adversely affect the demand for products. These cost increases could adversely affect the
demand for our products and/or our profitability, which could have a material adverse effect on our business and our
earnings.
Item 1B. Unresolved Staff Comments.
None.
ITEM 1C. Cybersecurity
Cybersecurity risk management and strategy
We maintain various information security processes designed to identify and manage material risks from
cybersecurity threats to our computer networks, third-party hosted services, communications systems, hardware and
software, and data, including personal data, intellectual property and confidential information that is proprietary,
strategic or competitive in nature. Our cybersecurity function includes representatives from information technology,
engineering, information security, legal, impacted business units or products and other departments as applicable
and help identify, assess and manage the Company’s cybersecurity threats and risks.
The management team is responsible for identifying, assessing and managing cybersecurity risks by monitoring and
evaluating potential threats using various methods including, for example, manual and automated tools such as
vulnerability scans, penetration tests and system configuration reviews; conducting risk assessments and internal and
external audits; and conducting tabletop incident response exercises. We implement and maintain various technical,
physical, and organizational measures, processes, standards and policies designed to manage risks from
cybersecurity threats to our systems, including, for example: (1) having an information security incident response
plan; (2) maintaining a disaster recovery plan, business continuity program, vulnerability management process and
vendor risk management process; (3) conducting periodic risk assessments and employee training on cybersecurity;
(4) maintaining security controls in alignment with industry standard security frameworks like National Institute of
Standards and Technology (“NIST”) and Center for Internet Security (“CIS”); (5) encrypting and segregating data,
having network security controls, access controls, monitoring systems, managing assets and conducting penetration
testing; and (6) maintaining cybersecurity insurance.
Our assessment and management of risks from cybersecurity threats are integrated into the Company’s overall risk
management processes. For example, (1) cybersecurity risk is addressed as a component of the Company’s
enterprise risk management program in concert with the audit committee and board of directors; (2) our information
security team works with our management team in an effort to prioritize our risk management processes and
mitigate cybersecurity threats that are more likely to lead to a material impact to our business; (3) our information
16
security and management team evaluates material risks from cybersecurity threats against our overall business
objectives and reports to the audit committee for further communication as required, to evaluate our overall
enterprise risk. We use third-party service providers to assist us in identifying potential risks from cybersecurity
threats. For example, these service providers include professional services firms, managed cybersecurity service
providers, penetration testing firms and forensic investigators. We have a vendor management process designed to
manage cybersecurity risks associated with our use of these providers. This process includes risk assessments,
security questionnaires, review of vendor security programs, review of available security assessments, reports, and
audits.
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 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. The Company officer
with oversight of Information Technology (“IT”) has primary oversight of material risks from cybersecurity threats.
Through November 2024, our Chief Information Officer was responsible for IT and had 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. After the
departure of our Chief Information Officer, our Vice President of Administration has responsibility and oversight for
IT.
Management 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 Management, such as potential
threats or vulnerabilities. We also employ various defensive and continuous monitoring techniques using recognized
industry frameworks and cybersecurity standards.
Our information security incident response plan is designed to escalate certain cybersecurity incidents to members of
management depending on the circumstances. The incident response team works with the Company’s management
team to help mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company’s
information security incident response plan includes reporting to the board of directors for certain cybersecurity
incidents.
Management 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.
17
AAON Oklahoma
The following table summarizes our plant and office facilities that support our AAON Oklahoma segment:
Owned facilities
West Plant & Offices
NAIC
Exploration Center
Buckaloo Warehouse
East Plant & Offices
Flint Warehouse
Administration Facilities
Parts Retail Store
Memphis Plant
Leased facilities
Controls Facility
Parts Distribution
City & State
#
of Buildings
Manufacturing
/ Warehouse
Office
Total
(in square feet)
Tulsa, OK
Tulsa, OK
Tulsa, OK
Tulsa, OK
Tulsa, OK
Tulsa, OK
Tulsa, OK
Tulsa, OK
Memphis, TN
Total
Parkville, MO
Tulsa, OK
Total
1
1
1
1
1
1
3
1
1
11
1
1
2
940,000
125,000
—
39,000
326,000
48,000
11,000
7,500
702,000
2,198,500
38,000
347,000
385,000
70,000
9,000
28,000
1,000
16,000
5,000
36,000
6,000
85,000
256,000
48,000
9,000
57,000
1,010,000
134,000
28,000
40,000
342,000
53,000
47,000
13,500
787,000
2,454,500
86,000
356,000
442,000
Our West Plant and Office facilities, NAIC, Exploration Center, and Buckaloo Warehouse sit on an approximate
87.3-acre tract of land and are located at 2440 South Yukon Ave., Tulsa, OK 74107. Our East Plant and Office
facilities sit on an approximate 32.7-acre tract of land and are located at 2425 South Yukon Ave., Tulsa, OK 74107.
Our Tulsa location is also home to our engineering research and development laboratory, the NAIC. The three-story,
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
our West Plant and Office Facilities.
The Exploration Center is located adjacent to the NAIC. The three-story 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 products and employees.
We also own two additional warehouses. Our Buckaloo Warehouse is west of our West Plant and Offices. Our Flint
Warehouse is located approximately 3/4 of a mile east of our West and East Plant locations at 2020 South Union
Ave., Tulsa, OK 74107 and sits on approximately 5.5 acres.
Our Administration Facilities are located approximately 3/4 of a mile east of our West and East Plant locations at
1624 - 1625 West 21st St., Tulsa, OK 74107. These facilities sit on approximately 3.6 acres. The facilities include
additional office and meeting space utilized for company-wide administrative, human resource, and training
functions. Our new Human Resources building, which opened in January 2025, enhances our engagement with
current and future employees.
In addition to a retail parts store location at our West Plant & Offices, we also own a stand-alone building at 9528
East 51st St., Tulsa, OK 74145 which is utilized as an additional retail parts store to provide our customers more
accessibility to our products.
In December 2024, we purchased a facility in Memphis, Tennessee located at 5106 Tradeport Drive, Memphis, TN
38141. This facility, which sits on 35.7 acres, will primarily facilitate the growing demand for BASX products in the
data center market as well as AAON products and will also add geographic diversification to AAON's current
manufacturing footprint, mitigating certain operational risks and better serving our data center customers.
Our operations in Parkville, Missouri, are conducted in a leased plant/office at 8500 NW River Park Drive,
Parkville, MO 64152. This location is home to our Controls design and manufacturing facilities.
We also lease a facility primarily used for parts distribution and additional warehouse space. This facility is located
at 13445 E. 59th St., Tulsa, OK 74134.
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AAON Coil Products
The following table summarizes our plant and office facilities that support our AAON Coil Products segment:
Owned facilities
West Plant & Offices
East Plant & Offices
Parts Store
Kodak Facility
City & State
#
of Buildings
Manufacturing
/ Warehouse
Longview, TX
Longview, TX
Longview, TX
Longview, TX
Total
1
1
1
4
7
435,500
256,000
5,000
62,000
758,500
Office
Total
(in square feet)
24,000
7,000
—
2,000
33,000
459,500
263,000
5,000
64,000
791,500
Both our East and West Plant and Office facilities are located at 203 Gum Springs Road, Longview, TX 75602. Our
East Plant and Offices sit on approximately 12.9 acres and our West Plant and Offices sit on approximately 22.6
acres. In January 2025, we completed our new expansion of the West Plant which added 225,500 square feet of
manufacturing/warehouse space and 12,000 of office space. The new expansion is included in the table amounts
above.
Our retail parts store, which is leased to a Representative of the Company, is located north of our West Plant and
Offices at 203 Ford Lane, Longview, TX 75602. Our Kodak Facility is primarily used for additional warehouse
space and is located at 115 Kodak Blvd, Longview, TX 75603.
BASX
The following table summarizes our plant and office facilities that support our BASX segment:
City & State
#
of Buildings
Manufacturing
/ Warehouse
Owned Facilities
Redmond Plant & Offices
Redmond, OR
Leased Facilities
Antler Warehouse
Sisters Warehouse
Redmond, OR
Sisters, OR
Marshall Warehouse
Redmond, OR
Various leased facilities
Various
Total
2
1
1
1
3
6
Office
Total
(in square feet)
203,000
27,000
230,000
72,000
27,000
14,000
16,000
129,000
—
—
—
4,000
4,000
72,000
27,000
14,000
20,000
133,000
Our main operations in Redmond, Oregon, are conducted in a plant and office facility at 3500 SW 21st Pl,
Redmond, OR 97756. This facility sits on an approximately 13.8-acre tract of land and is the location of our new
36,000 square foot weld-shop that opened in September 2024.
In addition, we lease facilities for additional warehouse storage located at 601 NE Antler Ave., Redmond, OR 97756
(“Antler”) and 2895 S.W. 13th Street, Redmond, OR 97756 (“Marshall”). Our leased facility at 690 W Three Peaks Drive,
Sisters, OR, 97759 (“Sisters”) is used for additional clean room assembly.
We lease several other properties near our main Redmond, Oregon location. In the aggregate, these properties
contain approximately 16,000 square feet of warehouse space, 4,000 square feet of office space, and approximately
8.0 arces of land for outdoor storage.
Item 3. Legal Proceedings.
See Note 19 of the Consolidated Financial Statements.
Item 4. Mine Safety Disclosure.
Not applicable.
19
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 24, 2025, there were 1,271 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, 2024 are as follows:
Declaration Date1
May 18, 2022
Record Date
June 3, 2022
Payment Date
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
March 5, 2024
May 24, 2024
March 18, 2024
March 29, 2024
June 7, 2024
June 28, 2024
August 15, 2024
September 6, 2024
September 27, 2024
November 13, 2024
November 29, 2024
December 19, 2024
Dividend
per Share
Annualized Dividend
per Share
$0.13
$0.16
$0.08
$0.08
$0.08
$0.08
$0.08
$0.08
$0.08
$0.08
$0.26
$0.32
$0.32
$0.32
$0.32
$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.
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). All share and per share information has been updated to reflect the effect of this stock split.
Share-Based Compensation Plans - The following is a summary of our share-based compensation plans as of
December 31, 2024:
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))
75,099
2,857,578
25,194
$
$
$
14.42
40.06
88.51
—
—
2,714,799
Plan category
The 2007 Long-Term
Incentive Plan
The 2016 Long-Term
Incentive Plan
The 2024 Long-Term
Incentive Plan
20
Issuer Purchases of Equity Securities - Repurchases during the fourth quarter of 2024, 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 2024
November 2024
December 2024
Total
642 $
621
3,200
4,463 $
(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
112.72
134.94
133.04
130.38
642
621
3,200
4,463
—
—
—
—
Contingent Shares Issued in BASX Acquisition - On December 10, 2021, we closed on the acquisition of BASX.
Under the MIPA Agreement, we committed to $78.0 million in the aggregate of contingent consideration to the
former owners of BASX, which was payable in approximately 1.56 million shares of AAON stock, par value $0.004
per share. The shares did not accrue dividends.
Under the MIPA Agreement, the issuance of shares to the former owners of BASX was contingent upon BASX
meeting certain post-closing earn-out milestones during each of the years ended 2021, 2022, and 2023. In March
2024, we issued the remaining 0.2 million shares related to the earn-out milestone for the year ended 2023. As a
result of the shares issued in March 2024, the tax basis exceeded the book basis for consideration paid resulting in a
deferred tax asset and an increase to additional paid-in capital of 6.4 million, respectively, on our consolidated
balance sheet. The deferred tax asset is expected to be amortized over fifteen years. We previously issued 0.6 million
shares and 0.7 million related to the earn-out milestones for the years ended 2022 and 2021, respectively. All shares
have been issued as private placements exempt from registration with the SEC under Rule 506(b) and are included
in common stock on the consolidated statements of stockholders’ equity.
Authorized Shares Outstanding
An amendment to the Company’s Articles of Incorporation to increase its total authorized common shares from
100,000,000 to 200,000,000 was approved by our stockholders on May 21, 2024, at the Company’s Annual
Meeting. On July 9, 2024, a Certificate of Amendment was filed with the Nevada Secretary of State to effectuate the
increase in authorized shares.
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
Executive Vice President
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
Executive Vice President
Rebecca A. Thompson
Chief Financial Officer
December 13, 2024
December 31, 2025
91,500
21
Insider Trading Arrangements and Policies - We have adopted an Insider Trading Policy, applicable to our
directors, officers, employees and certain other persons, as well as the Company itself, that governs transactions in
securities issued by the Company and we believe is reasonably designed to promote compliance with insider trading
laws, rules and regulations, and applicable NASDAQ listing standards.
The foregoing summary of our Insider Trading Policy is not complete and is qualified in its entirety by reference to
the full text of the Insider Trading Policy attached hereto as Exhibit 19.
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, 2024, 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, 2019, 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, 2019
400
350
300
250
200
150
100
2019
2020
2021
2022
2023
2024
AAON Inc.
NASDAQ
S&P 600 Capital Goods
Company / Index
2019
2020
2021
2022
2023
2024
AAON, Inc.
NASDAQ Composite Index
$
$
S&P 600 Capital Goods Industry Group Index $
100 $
100 $
100 $
136 $
145 $
116 $
163 $
177 $
145 $
155 $
119 $
139 $
230 $
173 $
192 $
367
224
226
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.
22
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, 2024. 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, 2023, and 2022 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, 2023.
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 2024 near record levels. However, over the
last 18-24 months, certain leading indicators, including architectural billings and construction starts, signal a slowing
in construction spending within the next 12 months. In 2024, the year-over-year growth rate of nonresidential
construction spending slowed significantly, reinforcing the signals from these leading indicators. Furthermore,
signals from general economic indicators are mixed regarding the health of the general economy. If the domestic
economy were to slow or enter a recession, this could impact the replacement market, potentially resulting in a
decline in our sales volume and profitability. Sales in the commercial and industrial new construction markets
generally lag behind 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. Further, 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.
23
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, 2024, the prices for copper and galvanized steel increased by
approximately 3.2% and 1.7%, respectively, while stainless steel and aluminum decreased 27.9% and 1.6%,
respectively, from 2023.
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 for AAON branded products. 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, for
AAON branded products. We reinstated a recurring 1% monthly price increase on October 1, 2023, and carried that
through February 1, 2024, for AAON branded products. On January 1, 2025, we implemented a one-time 3% price
increase for AAON branded products. BASX branded products are priced by job and in most cases, provide the
ability to increase the price if the order is outside normal lead times.
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 2023, we awarded annual merit raises for an overall 3.9% increase to wages.
In March 2024, we awarded annual merit raises for an overall 3.3% increase to wages.
We will continue to implement human resource initiatives to retain and attract labor to further improve productivity
and production efficiencies.
24
Backlog
The following table shows our historical backlog levels:
December 31,
2024
December 31,
2023
(in thousands)
$
867,090
$
510,028
Our backlog increased approximately 70.0%, to $867.1 million at December 31, 2024, compared to December 31,
2023. Backlog was up from a year ago at all three segments, with the largest increase at the AAON Coil Products
segment, which received over $200.0 million of orders in the fourth quarter. Most of these orders were associated
with the BASX branded data center liquid cooling solutions and will be manufactured at our Longview, TX facility.
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,
2024
2023
(in thousands)
$
1,200,635
$
1,168,518
803,526
397,109
188,014
769,498
399,020
171,539
(23)
(13)
$
209,118
$
227,494
The following are highlights of our results of operations, cash flows, and financial condition:
•
Net sales for 2024 grew 2.7% to $1,200.6 million due to an increase in sales of our BASX branded
products. BASX branded products increased 35.1%, or $58.5 million when compared to 2023, offset by a
decrease of our AAON branded products of 2.6%, or $26.4 million when compared to 2023.
• We have a strong balance sheet with a leverage ratio of 0.57 and available borrowings under our
Revolver of $123.2 million.
• We completed the purchase of a building in Memphis, Tennessee for $63.4 million funded with our new
Term Loan of $80.0 million, both of which closed in December 2024.
• We continue to invest in the future growth of the Company as evidenced by our $213.2 million in capital
expenditures in 2024, an increase of $91.4 million or 87.6% when compared to 2023.
• We completed the repurchase of $108.1 million of shares for the year ended December 31, 2024.
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 gross profit. The CODM does not evaluate operating segments using asset or
liability information.
25
Segment Operating Results for the Years Ended December 31, 2024 and 2023
For the years ended December 31,
2024
Percent of
Sales1
2023
Percent of
Sales1
$ Change
%
Change
(in thousands)
Net Sales2
AAON Oklahoma
$
858,711
71.5 % $
897,919
76.8 % $
(39,208)
AAON Coil Products
BASX
Net sales
Cost of Sales2
AAON Oklahoma
AAON Coil Products
BASX
143,871
198,053
12.0 %
112,320
9.6 %
16.5 %
158,279
13.5 %
31,551
39,774
$ 1,200,635
$ 1,168,518
$
32,117
$
556,305
64.8 %
577,852
64.4 % $
(21,547)
98,106
149,115
68.2 %
82,996
75.3 %
108,650
73.9 %
68.6 %
15,110
40,465
Cost of sales
$
803,526
66.9 % $
769,498
65.9 % $
34,028
Gross Profit2
AAON Oklahoma
AAON Coil Products
BASX
Gross profit
$
302,406
35.2 % $
320,067
35.6 % $
(17,661)
45,765
48,938
31.8 %
24.7 %
29,324
49,629
26.1 %
16,441
31.4 %
(691)
$
397,109
33.1 % $
399,020
34.1 % $
(1,911)
(4.4) %
28.1 %
25.1 %
2.7 %
(3.7) %
18.2 %
37.2 %
4.4 %
(5.5) %
56.1 %
(1.4) %
(0.5) %
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 $32.1 million, or 2.7%. BASX increased by 25.1%, or $39.8 million, and AAON Coil
Products increased 28.1%, or $31.6 million, both primarily related to demand from the BASX branded data center
products. AAON Oklahoma sales decreased 4.4%, or $39.2 million due to challenges from the industry-regulated
refrigerant transition and nonresidential construction activity that experienced weakened demand throughout 2024 as
compared to 2023.
Gross profit as a percent of sales decreased to 33.1% during 2024 as compared to 34.1% in 2023. As noted above,
realization of price increases has improved our margin profile along with the slowing of inflation; however, the price
increases were offset by flat volumes and lower overhead absorption for the AAON Oklahoma segment. In addition,
the AAON Coil Products and BASX segments experienced temporary inefficiencies associated with facility
construction to increase future production capacity for increased demand of BASX branded data center products.
In order to retain our existing employees, we have increased our starting wage rate considerably in recent years and
continue to award periodic wage increases to our employees. We occasionally increase the price of our products to
help offset any inflationary headwinds. In 2022, we implemented a recurring 1% monthly price increase beginning
June 1, 2022, and ending on April 1, 2023. We reinstated the recurring 1% monthly price increase on October 1,
2023, through February 1, 2024.
As shown in the table below, we have experienced year-over-year fluctuations in the cost of several raw materials.
26
Raw Material Costs
Twelve-month average raw material cost per pound as of December 31:
2024
2023
% Change
Copper
Galvanized steel
Stainless steel
Aluminum
$
$
$
$
5.52
0.59
2.30
2.50
$
$
$
$
5.35
0.58
3.19
2.54
3.2 %
1.7 %
(27.9) %
(1.6) %
Selling, General and Administrative Expenses
Years Ended December 31,
Percent of Sales
2024
2023
2024
2023
Warranty
Profit sharing
Salaries & benefits
Stock compensation
Advertising
Depreciation & amortization
Insurance
Professional fees
Donations
Other
(in thousands)
$
16,727
$
19,948
58,154
10,390
3,281
20,542
8,303
8,809
1,682
40,178
16,165
24,590
53,281
9,318
2,594
13,761
5,354
15,372
1,242
29,862
1.4 %
1.7 %
4.8 %
0.9 %
0.3 %
1.7 %
0.7 %
0.7 %
0.1 %
3.3 %
1.4 %
2.1 %
4.6 %
0.8 %
0.2 %
1.2 %
0.5 %
1.3 %
0.1 %
2.6 %
Total SG&A $
188,014
$
171,539
15.7 %
14.7 %
Selling, general and administrative expenses increased 9.6%, or $16.5 million, during 2024 as compared to the prior
year. As a percentage of sales, selling, general and administrative increased from 14.7% to 15.7%. Depreciation and
amortization increased 49.3%, or $6.8 million, as compared to 2023, due to increased investments in back office
technology and automation. Other expenses increased 34.5%, or $10.3 million, due to increased travel, consulting
expenses, and closing costs related to the 2023 New Market Tax Credit (Note 18). Professional fees decreased
42.7%, or $6.6 million, due to the 2023 litigation settlement (Note 19).
Income Taxes
Years Ended December 31,
2024
2023
Effective Tax Rate
2023
2024
(in thousands)
Income tax provision
$
38,032
$
45,531
18.4 %
20.4 %
The Company’s estimated annual 2024 effective tax rate, excluding discrete events, was 24.7%.
The decrease year over year in the overall effective tax rate was primarily due to the excess tax benefit of $16.4
million for the year ended December 31, 2024, as compared to $8.9 million during the same period in 2023. The
excess tax benefit is related to the timing of stock option exercises and restricted stock vestings as a result of our
high stock price during the year ended December 31, 2024.
27
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 $0.3 million from December 31, 2023, to
December 31, 2024. As of December 31, 2024, we had $6.5 million in cash and cash equivalents and restricted cash.
Outstanding Debt - On December 16, 2024, we amended our Amended and Restated Loan Agreement dated
November 24, 2021 (as amended, “Amended Loan Agreement”) to include an $80.0 million term loan (“Term
Loan”) in addition to the $200.0 million revolving credit facility (the “Revolver”).
As of December 31, 2024, and December 31, 2023, we had an outstanding balance under the Revolver of $76.5
million and $38.3 million, respectively. We had one standby letter of credit totaling $0.3 million as of December 31,
2024, and two standby letters of credit totaling $2.3 million as of December 31, 2023. Borrowings available under
the Revolver at December 31, 2024, were $123.2 million. The Revolver expires on May 27, 2027.
As of December 31, 2024, we had an outstanding balance under the Term Loan of $78.4 million. No amounts were
outstanding under the Term Loan at December 31, 2023. The Term Loan is payable in equal month installments,
plus interest, over 60 months, expiring December 16, 2029.
Any outstanding loans under the Revolver bear interest at the daily compounded secured overnight financing rate
(“SOFR”) plus the applicable margin. The Term Loan bears interest at the SOFR plus a credit spread adjustment of
0.10% per annum 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.
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, 2024, 2023, and 2022,
respectively.
Weighted average interest rate of our borrowings outstanding are as follows:
Revolver
Term loan1
1 Funds were borrowed on December 16, 2024. No borrowings outstanding during the years ended December 31, 2023 and 2022
6.3%
*1
0.1%
6.3%
Years Ended December 31,
2024
2023
2022
3.0%
*1
If SOFR cannot be determined pursuant to the definition, as defined by the Amended Loan 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%. As of December 16, 2024, as defined by the Amended Loan Agreement, if the SOFR cannot
be determined any outstanding balance will bear interest at the Prime Rate in effect on such day.
At December 31, 2024, 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, 2024, our leverage
ratio was 0.57 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
28
$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 2023 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 are 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 the 2024 NMTC transaction, the Company provided an aggregate of approximately $11.0 million to
the 2024 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 2024 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. The net proceeds from the closing of the 2024 NMTC
are included in restricted cash on our consolidated balance sheets required to be used for the 2024 Project.
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
March 13, 2020
November 3, 2022
February 27, 2024
June 4, 2024
February 25, 2025
Authorized Repurchase $
$20 million1
$50 million1
$50 million1
$50 million2
$100 million
Expiration Date
November 9, 2022
February 27, 2024
June 4, 2024
June 14, 2024
**3
1 Repurchases made in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
2 Repurchases made in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
3 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.
The Company also 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.
29
Our repurchase activity is as follows:
2024
2023
(in thousands, except share and per share data)
Open market
Employees
Total
Program
Shares
Total $
1,353,564 $ 100,034 $
92,444
8,037
1,446,008 $ 108,071 $
$ per share
73.90
86.94
74.74
Shares
402,873 $
21,904
424,777 $
Total $
$ per share
62.08
59.44
61.94
25,009 $
1,302
26,311 $
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
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
March 5, 2024
March 18, 2024
March 29, 2024
May 24, 2024
June 7, 2024
June 28, 2024
August 15, 2024
September 6, 2024
September 27, 2024
November 13, 2024
November 29, 2024
December 19, 2024
Dividend
per Share
Annualized Dividend
per Share
$0.08
$0.08
$0.08
$0.08
$0.08
$0.08
$0.08
$0.08
$0.32
$0.32
$0.32
$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.
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 2025 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.
30
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
Acquisition of intangible assets
Other
Net cash used in investing activities
Financing Activities
Borrowings of debt
Payments of debt
Proceeds from financing obligation, net of issuance costs
Payment related to financing costs
Stock options exercised
Repurchase of stock
Employee taxes paid by withholding shares
Cash dividends paid to stockholders
2024
2023
(in thousands)
$
168,559 $
73,343
177,623
58,166
(10,041)
(5,285)
27,080
(90,626)
(3,707)
16,959
1,156
1,835
13,259
192,532
(9,978)
(11,302)
(16,226)
(30,043)
(1,048)
(18,316)
(7,667)
2,600
15,086
158,895
(195,660)
(104,294)
(17,491)
76
(5,197)
180
(213,075)
(109,311)
717,897
597,111
(601,091)
(629,787)
4,186
(664)
31,861
(100,034)
(8,037)
(26,084)
6,061
(398)
33,259
(25,009)
(1,302)
(26,445)
Net cash provided by (used in) financing activities
$
18,034 $
(46,510)
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; however, as
inflationary and supply chain disruptions have decreased, the Company has been able to reduce overall inventory
levels. At the end of 2024, we made significant purchases of inventory related to data center orders. These purchases
are allocated to customer jobs and show as increases to our contract assets.
Payment terms for BASX jobs may 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.
31
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 five
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 2024 related to our continued investment in our production capabilities.
Purchases during 2024 include additional infrastructure and machinery for both replacement and growth. We added
237,500 square feet to our Longview, Texas facility primarily for the production of BASX branded data center
products. We also completed the addition of a new Weld Shop in Redmond, Oregon that created more capacity in
our manufacturing building. In Parkville, Missouri, we built an SMT production line to produce our own control
boards. We have also made investments to purchase and develop software for internal use in anticipation of future
Company growth. Many of these projects are subject to review and cancellation at the discretion of our CEO and
Board of Directors without incurring substantial charges.
In December 2024, the Company purchased a new 787,000 square foot facility in Memphis, Tennessee, which will
accommodate incremental demand for both BASX and AAON products over the next several years, at the same time
providing more geographic diversification across our manufacturing footprint. The purchase price for the facility
was approximately $63.4 million.
Our capital expenditure program for 2025 is estimated to be approximately $220.0 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 2024 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 increased
operating results and financial condition.
Additionally, we repurchased approximately 1.4 million shares for approximately $108.1 million during 2024 (Note
17).
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. The Company made payments of $11.7 million and $10.1 million on this contract in
2024 and 2023, respectively. Estimated minimum future payments are $9.1 million, $10.5 million, and $11.2
million, for 2025, 2026, and 2027, respectively. We had no other material contractual purchase obligations as of
December 31, 2024.
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 19 of the Consolidated Financial Statements for
additional information with respect to specific legal proceedings.
32
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.
Revenue - 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 incurring significant costs to the Company and the agreements contain an
enforceable right to payment including a reasonable profit margin, the Company recognizes revenue over time as
progress is made toward satisfying the performance obligations of each contract. The measurement and recognition
of revenue requires us to make judgments and estimates, including the determination of whether we should
recognize revenue as we perform or upon the completion of our performance obligation, as these determinations
impact the timing and amount of our reported revenue. Costs used in estimating revenue can include direct
materials, direct labor, installation, freight and delivery, commissions and royalties depending on the individual
performance obligation. Other costs not related to the performance obligation, such as indirect labor and materials,
small tools and supplies, operating expenses, field rework and back charges are charged to expense as incurred.
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 reflect 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 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 the
date of shipment for parts only; 18 months for data center cooling solutions and cleanroom systems; an additional
four years for compressors; 15 years on aluminized steel gas-fired heat exchangers; 25 years on stainless steel heat
exchangers; and ten years on gas-fired heat exchangers in our historical RL products. Our warranty policy for the
RQ series covers parts for two years from the 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.
33
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.
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, 2024, 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 which 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.
34
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. We adopted this standard for fiscal year ended 2024. Upon
adoption, this ASU did not 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.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic
220-40). The new guidance requires the disaggregated disclosure of specific expense categories, including purchases
of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions.
This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling
expenses. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods within
fiscal years beginning after December 15, 2027, 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.
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, 2024, we had an
outstanding balance of $154.9 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 $1.5 million.
35
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
37
39
40
41
42
43
36
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, 2024 and 2023, the related consolidated statements of income,
stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the
related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2024, 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, 2024, 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 27, 2025 expressed an
unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is
to express an opinion on the Company’s consolidated 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 consolidated 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 consolidated 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 consolidated 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
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Revenue Recognition
As described further in Notes 2 and 3 to the consolidated financial statements, the Company recognized net sales of
$1,201 million for the year ended December 31, 2024. Revenue from certain contracts to design and manufacture
highly customized units is recognized on an over time basis, as progress is made toward satisfying the performance
obligations of each contract. Changes in job performance, job conditions, and estimated profitability may result in
revisions to cost and income, and are estimated and recognized by the Company throughout the life of certain
contracts. We identified revenue recognized over time related to certain of the Company’s contracts with customers
as a critical audit matter.
The principal consideration for our determination that revenue recognized over time related to certain of the
Company’s contracts with customers is a critical audit matter is the high degree of auditor effort in performing
procedures and evaluating audit evidence related to over time contracts with customers.
37
Our audit procedures related to revenue recognized over time related to certain of the Company’s contracts with
customers included the following, among others.
• We tested the effectiveness of controls over revenue recognition, including management’s determination of
the estimated cost to complete and recorded progress toward fulfillment of the performance obligation.
• We tested the appropriateness of over-time revenue recognition for a sample of contracts with customers.
• We tested the appropriateness of revenue recognition for certain over-time contracts, including agreeing
cost inputs to source documents, such as purchase orders, third-party invoices, and shipping documents,
and evaluating the estimated costs to complete.
• We evaluated estimates made by the Company by analyzing the gross margin on completed contracts
compared to historical estimates for those contracts to test the Company’s estimation process.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2004.
Tulsa, Oklahoma
February 27, 2025
38
AAON, Inc. and Subsidiaries
Consolidated Balance Sheets
Assets
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Income tax receivable
Inventories, net
Contract assets
Prepaid expenses and other
Total current assets
Property, plant and equipment, net
Intangible assets, net and goodwill
Right of use assets
Other long-term assets
Deferred tax assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Debt, short-term
Accounts payable
Accrued liabilities
Contract liabilities
Total current liabilities
Debt, long-term
Deferred tax liabilities
Other long-term liabilities
New markets tax credit obligations 1
Commitments and contingencies (Note 19)
Stockholders’ equity:
December 31,
2024
2023
(in thousands, except share and
per share data)
$
14 $
6,500
147,434
4,115
187,420
135,421
7,308
488,212
510,356
160,152
15,436
242
836
287
8,736
138,108
—
213,532
45,194
3,097
408,954
369,947
149,945
11,774
816
—
$
1,175,234 $
941,436
$
16,000 $
44,645
99,347
14,913
174,905
138,891
—
20,743
16,113
—
27,484
85,508
13,757
126,749
38,328
12,134
16,807
12,194
Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued
—
—
Common stock, $.004 par value, 200,000,000 shares authorized, 81,436,594 and
81,508,381 issued and outstanding at December 31, 2024 and 2023, respectively
Additional paid-in capital
326
68,946
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
1 Held by variable interest entities (Note 18)
755,310
824,582
1,175,234 $
$
326
122,063
612,835
735,224
941,436
The accompanying notes are an integral part of these consolidated financial statements.
39
AAON, Inc. and Subsidiaries
Consolidated Statements of Income
Years Ended December 31,
2023
(in thousands, except share and per share data)
2024
2022
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:
Basic
Diluted
Cash dividends declared per common share:
Weighted average shares outstanding:
Basic
Diluted
$
$
$
$
$
1,200,635 $
803,526
397,109
188,014
(23)
209,118
(2,905)
378
206,591
38,032
1,168,518 $
769,498
399,020
171,539
(13)
227,494
(4,843)
503
223,154
45,531
168,559 $
177,623 $
2.07 $
2.02 $
0.32 $
2.19 $
2.13 $
0.32 $
888,788
651,216
237,572
110,823
(12)
126,761
(2,627)
399
124,533
24,157
100,376
1.26
1.24
0.29
81,473,131
81,156,114
79,582,480
83,629,502
83,295,290
81,145,610
The accompanying notes are an integral part of these consolidated financial statements.
4040
AAON, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
Common Stock
Shares
Amount
Paid-in
Capital
Retained
Earnings
Total
(in thousands)
Balances at December 31, 2021
$
78,792 $
318 $
81,654 $
384,198 $
466,170
Net income
Stock options exercised and restricted
stock awards granted
Share-based compensation
Stock repurchased and retired
Contingent consideration (Note 2)
Dividends
Balances at December 31, 2022
Net income
Stock options exercised and restricted
stock awards granted
Share-based compensation
Stock repurchased and retired
Dividends
Balances at December 31, 2023
Net income
Stock options exercised and restricted
stock awards granted
Contingent shares issued (Note 17)
Share-based compensation
Stock repurchased and retired
Dividends
—
1,711
—
(365)
—
—
80,138
—
1,795
—
(425)
—
81,508
—
1,132
243
—
(1,446)
—
—
5
—
(1)
—
—
322
—
7
—
(3)
—
326
—
5
1
—
(6)
—
—
100,376
23,135
13,700
(13,754)
(6,000)
—
—
—
—
100,376
23,140
13,700
(13,755)
(6,000)
—
(22,917)
(22,917)
98,735
—
33,252
16,384
(26,308)
461,657
177,623
—
—
—
—
(26,445)
122,063
—
31,856
6,363
16,729
(108,065)
612,835
168,559
—
—
—
—
560,714
177,623
33,259
16,384
(26,311)
(26,445)
735,224
168,559
31,861
6,364
16,729
(108,071)
—
(26,084)
(26,084)
Balance at December 31, 2024
$
81,437 $
326 $
68,946 $
755,310 $
824,582
The accompanying notes are an integral part of these consolidated financial statements.
41
AAON, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
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
Provision for (recoveries of) credit losses on accounts receivable, net of
adjustments
Provision for credit losses on contract assets, net of adjustments
(Recoveries of) provision for excess and obsolete inventories, net of
write-offs
Share-based compensation
Other
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 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 of debt
Payments of debt
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 provided by (used in) financing activities
Net (decrease) increase 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
$
2024
Years Ended December 31,
2023
(in thousands)
2022
168,559 $
177,623 $
100,376
62,735
154
189
715
399
(968)
16,729
(4)
(6,606)
(10,041)
(5,285)
27,080
(90,626)
(3,707)
16,959
1,156
1,835
13,259
192,532
(195,660)
—
25
(17,491)
51
(213,075)
717,897
(601,091)
4,186
(664)
—
31,861
(100,034)
46,468
82
324
(154)
—
1,633
16,384
(44)
(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)
(8,037)
(26,084)
18,034
(2,509)
9,023
6,514 $
(1,302)
(26,445)
(46,510)
3,074
5,949
9,023 $
35,106
43
324
(72)
—
2,740
13,700
7
(13,332)
(56,306)
18,195
(71,409)
(9,402)
(2,367)
11,574
13,882
1,314
16,945
61,318
(76,024)
(249)
12
—
48
(76,213)
225,758
(194,754)
—
—
(115)
23,140
(12,737)
(1,018)
(22,917)
17,357
2,462
3,487
5,949
The accompanying notes are an integral part of these consolidated financial statements.
4242
AAON, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024
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 Oklahoma”), AAON Coil Products, Inc., a Texas
corporation (“AAON Coil Products”), and BASX, Inc., an Oregon corporation (“BASX”) (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 2022, raw material and component prices rose, but by 2023, inflation slowed, leading to some stabilization in
these prices. Due to our favorable liquidity position, we continue 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 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.
In March 2024, we awarded annual merit raises for an overall 3.3% increase to wages.
We continue to implement human resource initiatives to retain and attract labor to further increase production
capacity. Beginning in 2023, initiatives included changing our employee paid time off policy, historically awarded
in arrears at the beginning of each quarter, to accrue ratably over each pay period. Additionally, we enhanced our
benefits for short-term disability, life insurance, paid parental leave, and paid military leave.
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.
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 of 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 10 and 12 years to 15 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 in 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.
43
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 eight variable interest entities
(“VIEs”) (Note 18) 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.
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, 2024, and December 31, 2023, 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 18) 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.
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 2.5%, 3.4%, and 3.1% of revenues for the years ended December 31, 2024, 2023, and 2022,
respectively.
44
For the years-ended December 31, 2024, 2023, and 2022, Texas AirSystems accounted for approximately 16.4%,
13.8%, and 12.4% 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, 2024, 2023, and
2022 accounted for an additional 8.0%, 2.3%, and 1.4%, respectively. Two other similar groups, Ambient and AIR
Control Concepts, share common ownership of some of our other sales representatives through portfolio groups and
for the year-ended December 31, 2024, aggregate sales through their portfolio groups accounted for approximately
14.9% and 9.2% of our sales, respectively. In 2023, aggregate sales for Ambient and AIR Control Concepts
accounted for approximately 11.5% and 10.2% of our sales respectively. Sales through the portfolio groups of either
Ambient or AIR Control Concepts did not account for 10% or more of our sales for any years-ended prior to
December 31, 2023. No other customers or portfolio groups accounted for more than 10% or more of our sales for
the years ended December 31, 2024, and 2023, respectively.
As of December 31, 2024, and 2023, Texas AirSystems accounted for approximately 10.3% and 13.5%, 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, 2024, and 2023, accounted for an additional
6.3% and 2.0%, respectively. Two other similar groups, Ambient and AIR Control Concepts, aggregate percentages
through their portfolio groups accounted for approximately 19.3% and 6.6% of our accounts receivable as of
December 31, 2024, respectively, and 16.8% and 11.5% as of December 31, 2023. Additionally, one customer
accounted for 21.1% of our accounts receivable balance as of December 31, 2024. No other customers or portfolio
groups accounted for more than 10% or more of our accounts receivable as of December 31, 2024, and 2023,
respectively.
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.
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.
45
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 debt,
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 and goodwill 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 between one to six years.
Definite-Lived Intangible Assets
Our definite-lived intangible assets include customer relationships, internal-use software and other intellectual
property acquired in business combinations 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, 2024, 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
46
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, 2024, 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.
Contingent Consideration
As part of the acquisition of BASX (Note 17) in 2021, 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, 2024, 2023, and 2022 research and development costs
amounted to approximately $47.3 million, $43.7 million, and $46.8 million, respectively.
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, 2024, 2023, and 2022 was
approximately $3.3 million, $2.6 million, and $2.4 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, 2024, 2023, and 2022 shipping and handling fees amounted to approximately $22.0 million,
$29.0 million, and $24.4 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.
47
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 in 2021, 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. Stock options and restricted stock awards, granted to employees, vested at a rate of 33%
per year. Restricted stock awards granted to directors historically vest over the shorter of directors' remaining elected
term or one-third each year. Forfeitures are accounted for as they occur.
All share-based compensation awards granted contain a one-year employment requirement (minimum service
period) or the entire award is forfeited. 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 (plus one year), if retirement eligible on grant date, or 2)
the period between grant date (plus one year) and retirement eligible date. 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 vested on December 31, 2023. Share-based compensation expense was recognized
on a straight-line basis over the service period of the Key Employee Awards as the performance conditions were
satisfied. The Key Employee Awards were subject to several service and performance conditions, as defined by the
Key Employee Award agreement, which allowed the holder to retain an amount of the awards as a result of certain
termination conditions or a change in common control. Forfeitures were accounted for as they occurred.
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 an enforceable right to payment, including a reasonable profit margin,
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
Company throughout the life of the contract. The aggregate of costs incurred and income recognized on
48
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.
The Company recognizes revenue, presented net of sales tax, when it satisfies the performance obligation in its
contracts. For certain manufactured equipment contracts and parts sales, 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 have 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 an 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 $34.0 million, $59.2 million, and $39.1 million for each of the years ended December 31, 2024, 2023, and 2022,
respectively.
49
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, 2024, and 2023, 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, 2024, and 2023, 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 that 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 that 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,
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.
50
3. Disaggregated Revenue Disclosures
The following tables show disaggregated net sales by reportable segment (Note 23) by major product brand, net of
intercompany sales eliminations.
Segment
Brands Produced
Brand Products
AAON Oklahoma
AAON
Rooftop units and aftermarket parts
AAON Coil Products
AAON / BASX
Condensing units, air handling products, data center cooling
solutions, and geothermal/water-source heat pumps
BASX
BASX
Data center cooling solutions, cleanroom products, and air handling
products
Year Ended December 31, 2024
AAON
Oklahoma
AAON Coil
Products
BASX
Total
(in thousands)
858,711
—
$
116,931
26,940
$
—
198,053
$
975,642
224,993
858,711
$
143,871
$
198,053
$
1,200,635
Year Ended December 31, 2023
AAON
Oklahoma
AAON Coil
Products
BASX
Total
(in thousands)
897,919
$
104,073
$
—
$
1,001,992
—
8,247
158,279
166,526
897,919
$
112,320
$
158,279
$
1,168,518
Year Ended December 31, 2022
AAON
Oklahoma
AAON Coil
Products
BASX
Total
(in thousands)
663,845
$
107,290
$
—
$
—
—
117,653
663,845
$
107,290
$
117,653
$
771,135
117,653
888,788
$
$
$
$
$
$
AAON Products
BASX Products
AAON Products
BASX Products
AAON Products
BASX Products
Aftermarket part sales were $76.9 million, $67.7 million, $53.6 million for each of the years ended December 31,
2024, 2023, and 2022, respectively.
51
4. Contract Assets and Liabilities
Opening and closing balances of contract assets and contract liabilities are as follows:
December 31,
2024
2023
2022
(in thousands)
Contract assets
$
135,820 $
45,194 $
15,151
Less: Allowance for credit losses
Contract assets, net
(399)
135,421
—
45,194
—
15,151
Contract liabilities
Total, net
(14,913)
(13,757)
(21,424)
$
120,508 $
31,437 $
(6,273)
Costs and estimated earnings on uncompleted contracts and related billings are as follows:
December 31,
2024
2023
(in thousands)
Costs incurred on uncompleted contracts
$
133,593
$
Estimated earnings
Less: Contract billings to date
Less: Allowance for credit losses
Plus: Completed contracts, unbilled
Total, net
97,074
230,667
92,394
66,280
158,674
(112,786)
(127,433)
(399)
3,026
—
196
$
120,508
$
31,437
Revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the
period was $12.5 million, $21.4 million, and $7.5 million for each of the years ended December 31, 2024, 2023, and
2022, respectively. Typically, we expect to satisfy performance obligations relating to uncompleted in-process
contracts within one year or less, however, timing of performance obligations can vary from timing of payment,
production scheduling and timing of customer installation requirements. Increases in contract assets are mainly due
to the increased production and increased demand of our BASX branded products.
52
5. Leases
The Company has lease arrangements for certain administrative, manufacturing and warehousing facilities and
equipment. Lease expiration dates, including expected renewal options, range from February 2025 to November
2033, with the weighted average remaining term being 6.6 years. The discount rates used to calculate the present
value of lease payments range from 1.3% to 6.6% as of December 31, 2024. All leases are classified as operating
leases.
Balance Sheet Classification
2024
2023
December 31,
Right-of-use assets
Current lease liability
Right of use assets
Accrued liabilities
Noncurrent lease liability
Other long-term liabilities
(in thousands)
$
15,436 $
2,481
13,592
11,774
2,021
10,201
Since 2018, the Company has leased the manufacturing, engineering and office space used by our operations in
Parkville, Missouri. The lease term is through December 2032.
In November 2022, the Company entered into a lease arrangement for additional storage facilities in Tulsa,
Oklahoma to support our operations. The lease added 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 January 2039.
In July 2023, the Company entered into a lease agreement with a start date of September 2023, for land and
approximately 72,000 square feet of facilities in Redmond, Oregon to support our manufacturing operations. The
lease term will expire November 2033 with additional renewal options.
We also lease six properties near our Redmond location. In the aggregate, these leases contain approximately 61,000
square feet of additional warehouse space, office space, as well as outside storage. These leases have expiring terms
from February 2025 to May 2028.
Total undiscounted future lease payments are as follows:
2025
2026
2027
2028
2029
Thereafter
(in thousands)
$
3,370
3,295
3,259
3,130
1,486
4,917
53
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 (recoveries of) expected credit losses, net of
adjustments
Accounts receivable written off, net of recoveries
December 31,
2024
2023
2022
(in thousands)
$
$
148,472 $
138,431 $
127,635
(1,038)
(323)
(477)
147,434 $
138,108 $
127,158
Years Ended December 31,
2024
2023
2022
(in thousands)
$
323 $
477 $
549
720
(5)
(142)
(12)
359
(431)
477
Balance, end of period
$
1,038 $
323 $
7. Inventories
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
Total, gross
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,
2024
2023
(in thousands)
$
192,136 $
211,259
20
456
192,612
(5,192)
5,523
2,910
219,692
(6,160)
$
187,420 $
213,532
Years Ended December 31,
2024
2023
2022
(in thousands)
6,160 $
4,527 $
4,540
(5,508)
5,480
(3,847)
5,192 $
6,160 $
$
$
1,787
2,852
(112)
4,527
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.
54
8. Property, Plant and Equipment
Our property, plant and equipment consist of the following:
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
Depreciation expense is as follows:
December 31,
2024
2023
(in thousands)
$
17,148 $
15,438
315,854
436,891
50,105
819,998
309,642
205,841
391,366
40,787
653,432
283,485
$
510,356 $
369,947
Depreciation expense
$
54,000 $
41,137 $
31,507
Years Ended December 31,
2024
2023
2022
(in thousands)
9. Intangible Assets and Goodwill
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
Amortization expense is as follows:
December 31,
2024
2023
(in thousands)
$
12,450 $
47,547
22,265
(18,573)
63,689
12,450
47,547
3,323
(9,838)
53,482
14,571
$
78,260 $
14,571
68,053
Amortization expense
$
8,735 $
5,331 $
3,599
Years Ended December 31,
2024
2023
2022
(in thousands)
55
The weighted-average amortization period for definite-lived intangible assets are as follow as of December 31,
2024:
Intellectual property
Customer relationships
Capitalized internal-use software
Definite-lived intangible assets
(in years)
17.3
10.9
2.7
11.4
Total future amortization expense for finite-lived intangible assets was estimated as follows:
2025
2026
2027
2028
2029
Thereafter
Total future amortization expense
Internal-use software projects in process
Total
Goodwill
The changes in the carrying amount of goodwill were as follows:
(in thousands)
7,018
5,403
5,356
4,891
4,528
24,792
51,988
11,701
63,689
$
$
Balance, beginning of period
Decreases due to acquisition adjustments
Balance, end of period
Years Ended December 31,
2024
2023
2022
(in thousands)
$
$
81,892 $
81,892 $
85,727
—
—
(3,835)
81,892 $
81,892 $
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
17) in 2021. The impact of such revisions on consolidated net income was not significant.
56
10. Supplemental Cash Flow Information
Supplemental disclosures:
Interest paid
Income taxes paid, Federal
Income taxes paid, State
Operating activities - other:
Gain on disposition of assets
Foreign currency transaction loss (gain)
Interest income on note receivable
Total, other
Non-cash investing and financing activities:
Non-cash capital expenditures
Contingent shares issued (Note 17)
11. Warranties
Years Ended December 31,
2024
2023
2022
(in thousands)
$
2,811 $
4,817 $
39,394
10,530
50,200
13,176
2,412
15,742
3,551
$
$
$
(23) $
(13) $
37
(18)
(10)
(21)
(4) $
(44) $
(12)
41
(22)
7
202 $
287 $
6,364
—
1,919
—
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,
2024
2023
2022
(in thousands)
Balance, beginning of period
$
20,573 $
15,682 $
Payments made
Warranty expense
Balance, end of period
(12,959)
16,727
(11,274)
16,165
$
24,341 $
20,573 $
13,769
(6,584)
8,497
15,682
Warranty expense by reportable segment (Note 23) is as follows:
AAON Oklahoma
AAON Coil Products
BASX
Total
Years Ended December 31,
2024
2023
2022
(in thousands)
$
13,446 $
13,126 $
1,931
1,350
1,706
1,333
$
16,727 $
16,165 $
6,069
1,599
829
8,497
57
12. 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
13. Debt
December 31,
2024
2023
(in thousands)
$
24,341 $
21,808
16,961
2,628
608
3,085
7,714
599
—
12,084
3,153
2,481
3,885
20,573
14,428
18,829
7,596
338
1,460
2,621
381
1,170
10,315
2,387
2,021
3,389
$
99,347 $
85,508
December 31,
2024
2023
(in thousands)
$
13,592
$
10,201
7,151
—
6,082
524
$
20,743
$
16,807
On December 16, 2024, we amended our Amended and Restated Loan Agreement dated November 24, 2021 (as
amended, “Amended Loan Agreement”), to include an $80.0 million term loan (“Term Loan”). The Amended Loan
Agreement provides for a $200.0 million revolving credit facility (the “Revolver”) and an option to increase the
maximum borrowings to $300.0 million.
Revolver
Total Revolver Commitment
Less: Revolver borrowings outstanding
Less: Standby letters of credit
Borrowings available under the Revolver
The Revolver expires on May 27, 2027.
58
December 31,
2024
2023
(in thousands)
$
$
200,000
76,467
300
200,000
38,328
2,300
$
123,233
$
159,372
Term Loan
Term loan, short-term
Term loan, long-term
Total Term Loan
December 31,
2024
2023
(in thousands)
$
$
16,000
62,424
78,424
$
$
—
—
—
The Term Loan is payable in equal monthly installments, plus interest, over 60 months, expiring December 16,
2029.
Interest Rates
Any outstanding loans under the Revolver bear interest at the daily compounded secured overnight financing rate
(“SOFR”) plus the applicable margin. The outstanding amount under the Term Loan bears interest at the SOFR plus
a credit spread adjustment of 0.10% per annum 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.
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, 2024, 2023, and 2022,
respectively.
Weighted average interest rate of our borrowings outstanding are as follows:
Revolver
Term loan1
1 Funds were borrowed on December 16, 2024. No borrowings outstanding during the years ended December 31, 2023 and 2022
6.3%
*1
6.3%
0.1%
Years Ended December 31,
2024
2023
2022
3.0%
*1
If SOFR cannot be determined pursuant to the definition, as defined by the Amended Loan 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%. As of December 16, 2024, as defined by the Amended Loan Agreement, if the SOFR cannot
be determined any outstanding balance will bear interest at the Prime Rate in effect on such day.
Debt Covenants
At December 31, 2024, we were in compliance with our financial covenants as defined by the Amended Loan
Agreement. These covenants included a financial covenant that we meet certain parameters related to our leverage
ratio. At December 31, 2024, our leverage ratio was 0.57 to 1.0, which meets the requirement of not being above 3
to 1.
59
14. Income Taxes
The provision for income taxes consists of the following:
Current
Deferred
Income tax provision
Years Ended December 31,
2024
2023
2022
(in thousands)
$
$
44,638 $
52,058 $
37,489
(6,606)
(6,527)
(13,332)
38,032 $
45,531 $
24,157
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 15)
Return to provision
Non-deductible executive compensation
Research and development tax credits
Other
Effective tax rate
Years Ended December 31,
2024
2023
2022
21.0 %
4.7 %
— %
(7.9) %
(0.1) %
2.1 %
(1.4) %
— %
18.4 %
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 %
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, 2024, we have investment tax credit carryforwards of approximately
$0.9 million. These credits have estimated expirations from the year 2039 through 2043.
The Company recorded an excess tax benefit of $16.4 million for the year ended December 31, 2024, as compared
to $8.9 million and $3.0 million during the same periods in 2023 and 2022, respectively. The excess tax benefit is
related to the timing of stock option exercises as a result of our high stock price during the year ended December 31,
2024.
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
$4.3 million and $3.8 million for the years ended December 31, 2024, and 2023, respectively.
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.
60
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,
2024
2023
(in thousands)
Deferred income tax assets (liabilities):
Allowance for credit losses and inventory reserves
$
1,741 $
Warranty accrual
Other accruals
Share-based compensation
Research & development expenses
Oklahoma investment credit carryforward
Other, net
Net deferred income tax assets
Property & equipment
Total deferred income tax liabilities
Net deferred income tax asset (liabilities)
6,386
8,034
8,853
29,140
689
3,079
57,922
(57,086)
(57,086)
$
836 $
1,724
5,462
3,989
8,560
18,647
2,306
1,673
42,361
(54,495)
(54,495)
(12,134)
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 five
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 four 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.
The Company’s estimated annual 2024 effective tax rate, excluding discrete events, is approximately 24.7%. 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 2021 to present, and to non-U.S. income tax examinations for the tax years 2020 to
present. In addition, we are subject to state and local income tax examinations for tax years 2020 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.
15. Share-Based Compensation
On May 22, 2007, our stockholders adopted a Long-Term Incentive Plan (as amended, “2007 Plan”) 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 2007 Plan, 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 2007 Plan that are now
authorized 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.
On May 21, 2024, our stockholders adopted the 2024 Long-Term Incentive Plan (“2024 Plan”) which provides for
approximately 2.7 million new shares and approximately 3.7 million shares that were issued and outstanding under
the 2016 Plan (as of May 21, 2024) that are now authorized for issuance under the 2024 Plan. The 3.7 million shares
issued and outstanding under the 2016 Plan are only eligible for issuance under the 2024 Plan upon forfeiture,
expiration, or cancellation.
Under the 2024 Plan and previously under the 2016 Plan (collectively, the “LTIP Plans”), shares can be granted in
61
the form of stock options, stock appreciation rights, restricted stock awards, performance awards, dividend
equivalent rights, and other awards. Under the LTIP Plans, the exercise price of shares granted may not be less than
100% of the fair market value at the date of the grant. The LTIP Plans are 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 LTIP Plans. The
Committee determines the persons to whom awards are to be made, determines the type, size and terms of awards,
interprets the LTIP Plans, establishes and revises rules and regulations relating to the LTIP Plans and makes any
other determinations that it believes necessary for the administration of the LTIP Plans.
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,
2024, 2023, and 2022 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)
2024
2023
2022
$
0.32
$
0.32
$
37.89 %
4.14 %
4.0
37.89 %
4.39 %
4.0
$
0.32
$
0.32
$
33.59 %
4.27 %
3.0
38.25 %
4.41 %
3.0
0.25
36.07 %
2.31 %
4.0
0.25
37.49 %
2.35 %
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, 2024:
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 - 140.76
Total
1,198,377
442,471
316,087
1,956,935
3.54 $
5.79
6.72
4.56 $
25.44 $
31.60
50.72
30.91 $
110,544
38,089
21,164
169,797
62
A summary of option activity under the plans is as follows:
Options
Outstanding at December 31, 2023
Granted
Exercised
Forfeited or Expired
Outstanding at December 31, 2024
Exercisable at December 31, 2024
Weighted
Average
Exercise
Price
33.09
80.17
31.34
54.78
39.83
30.91
Shares
3,619,585 $
418,669
(1,016,515)
(63,868)
2,957,871 $
1,956,935 $
The total pre-tax compensation cost related to unvested stock options not yet recognized as of December 31, 2024, is
$8.7 million and is expected to be recognized over a weighted average period of 1.9 years.
The total intrinsic value of options exercised during the years ended December 31, 2024, 2023, and 2022 was $65.1
million, $39.0 million, and $16.0 million, respectively. The cash received from options exercised during the year
ended December 31, 2024, 2023, and 2022 was $31.9 million, $33.3 million, and $23.1 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, 2024, unrecognized compensation cost
related to unvested restricted stock awards was approximately $4.7 million which is expected to be recognized over
a weighted average period of 1.7 years.
A summary of the unvested restricted stock awards is as follows:
Restricted stock
Unvested at December 31, 2023
Granted
Vested
Forfeited
Unvested at December 31, 2024
PSUs
Weighted
Average
Grant Date
Fair Value
Shares
187,084 $
65,661
(100,236)
(8,217)
144,292 $
44.07
78.54
41.05
58.87
61.01
We have awarded PSUs to certain officers and employees under our LTIP Plans. 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, 2024, is
$4.6 million and is expected to be recognized over a weighted average period of approximately 1.5 years.
63
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, 2024,
2023, and 2022, using a Monte Carlo Model:
Expected dividend rate
Expected volatility
Risk-free interest rate
Expected life (in years)
2024
2023
2022
$
0.32
$
0.32
$
33.99 %
4.31 %
2.80
32.71 %
4.66 %
2.80
0.25
37.60 %
2.00 %
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, 2023
Granted
Additional payout1
Vested
Forfeited
Unvested at December 31, 2024 2, 3
Shares
Weighted Average
Grant Date Fair
Value
152,112
$
48,181
2,059
(21,919)
(11,085)
169,348
$
54.88
106.24
58.53
58.53
69.38
68.12
1 The additional number of PSUs earned based on a 110% achievement at December 31, 2023 for awards vesting in 2024.
2 Consists of 68,850 PSUs cliff vesting December 31, 2024, 54,761 PSUs cliff vesting December 31, 2025, and 45,737 PSUs cliff vesting
December 31, 2026.
3 The 68,850 PSUs cliff vesting December 31, 2024 were approved by the Compensation Committee and issued to holders in January 2025.
Key Employee Awards
As part of the December 2021 acquisition of BASX, the Company granted 39,899 Key Employee Awards. Unlike
our restricted stock awards under the LTIP Plans, the Key Employee Awards are not considered legally outstanding
and do not accrue dividends during the vesting period. The issuance of the Key Employee Awards was contingent
upon BASX meeting certain post-closing earn-out milestones during each of the years ending 2021, 2022 and 2023
as defined by the BASX acquisition membership interest purchase agreement (“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 vested and was converted into common stock. The fair value of Key Employee Awards is based
on the fair market value of AAON common stock on the grant date. The weighted average grant date fair value of
the key awards was $53.45. All pre-tax compensation cost has been recognized as of December 31, 2023.
64
Summary of Share-based Compensation
A summary of share-based compensation is as follows for the years ended December 31, 2024, 2023, and 2022:
Grant date fair value of awards during the period:
(in thousands)
2024
2023
2022
Options
PSUs
Restricted stock
Total
Share-based compensation expense:
Options
PSUs
Restricted stock
Key employee awards
Total
$
9,496 $
5,259 $
5,119
5,157
4,907
4,505
6,522
3,671
2,275
$
19,772 $
14,671 $
12,468
2024
2023
2022
(in thousands)
$
8,085 $
8,810 $
4,010
4,634
—
2,561
3,977
1,036
8,585
958
3,105
1,052
$
16,729 $
16,384 $
13,700
2024
2023
2022
Income tax benefit related to share-based compensation:
(in thousands)
Options
PSUs
Restricted stock
Key Employee Awards
Total
16. Employee Benefits
Defined Contribution Plan - 401(k)
$
$
$
14,878 $
8,138 $
2,715
169
1,064
—
720
282 $
— $
—
241
—
16,393 $
8,858 $
2,956
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 2024, 2023, and 2022.
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
$
20,255 $
18,264 $
15,475
Years Ended December 31,
2024
2023
2022
(in thousands)
65
Profit Sharing Bonus Plans
We maintain a discretionary profit sharing bonus plan under which approximately 8.5% of pre-tax profit (10% prior
to January 1, 2024) from the Company is paid to eligible employees on a quarterly basis in order to reward
employee productivity. Eligible employees are regular full-time non-exempt employees of the Company who are
actively employed and working on the first and last day of the calendar quarter. BASX employees are eligible to
participate in the discretionary profit sharing bonus plan on January 1, 2024.
Prior to January 1, 2024, BASX had a separate employee incentive program (“EIP”) under which 5.0% of BASX’s
pre-tax profit, plus certain add backs, was 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. This incentive program ended December
31, 2023.
Years Ended December 31,
2024
2023
2022
(in thousands)
Profit sharing bonus plan and employee incentive plan expense
$
19,948 $
24,590 $
14,009
Employee Medical Plan
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 Plans. In addition, the Company matches 175.0% of a participating employee's allowed contributions to a
qualified health saving account to assist employees with our health insurance plan deductibles. BASX employees
joined the Company's medical plan and benefits on January 1, 2024.
BASX was insured for healthcare coverage through a third party through December 31, 2023. 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. This healthcare coverage ended December 31, 2023.
Medical claim payments
Health saving account contributions
Years Ended December 31,
2024
2023
2022
(in thousands)
$
18,471 $
14,759 $
9,248
4,961
10,459
3,862
66
17. Stockholders’ Equity
Stock Repurchases
The Board has authorized one active stock repurchase program 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 authorized open market repurchase programs during the periods are as follows:
Agreement Execution Date
March 13, 2020
November 3, 2022
February 27, 2024
June 4, 2024
February 25, 2025
Authorized Repurchase $
$20 million1
$50 million1
$50 million1
$50 million2
$100 million
Expiration Date
November 9, 2022
February 27, 2024
June 4, 2024
June 14, 2024
**3
1 Repurchases made in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
2 Repurchases made in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
3 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.
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.
Lastly, the Company repurchases shares of AAON, Inc. stock related to the LTIP Plans (Note 15) at current market
prices.
Our repurchase activity is as follows:
2024
2023
2022
(in thousands, except share and per share data)
Program
Shares
Total $
$ per share
Shares
Total $
$ per share
Shares
Total $
$ per share
Open market
1,353,564 $ 100,034 $
73.90
402,873 $ 25,009 $
62.08
183,168 $ 6,823 $
37.25
401(k)
Employees
Total
—
—
92,444
8,037
1,446,008 $ 108,071 $
—
86.94
74.74
—
—
—
155,904
5,913
21,904
1,302
424,777 $ 26,311 $
59.44
61.94
25,842
1,019
364,914 $ 13,755 $
37.93
39.43
37.69
Cash Dividends
At the discretion of the Board, we pay cash dividends. Board approval is required to determine the date of
declaration and amount for each cash dividend payment.
67
Our recent cash dividends are as follows:
Declaration Date1
May 18, 2022
Record Date
June 3, 2022
Payment Date
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
March 5, 2024
May 24, 2024
March 18, 2024
March 29, 2024
June 7, 2024
June 28, 2024
August 15, 2024
September 6, 2024
September 27, 2024
November 13, 2024
November 29, 2024
December 19, 2024
Dividend
per Share
Annualized Dividend
per Share
$0.13
$0.16
$0.08
$0.08
$0.08
$0.08
$0.08
$0.08
$0.08
$0.08
$0.26
$0.32
$0.32
$0.32
$0.32
$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.
We paid cash dividends of $26.1 million, $26.4 million, and $22.9 million in 2024, 2023, and 2022, 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.
Contingent Shares Issued in BASX Acquisition
On December 10, 2021, we closed on the acquisition of BASX. Under the MIPA Agreement, we committed to
$78.0 million in the aggregate of contingent consideration to the former owners of BASX, which was payable in
approximately 1.56 million shares of AAON stock, par value of $0.004 per share. The shares did not accrue
dividends.
Under the MIPA Agreement, the issuance of shares to the former owners of BASX was contingent upon BASX
meeting certain post-closing earn-out milestones during each of the years ended 2021, 2022, and 2023. In March
2024, we issued the remaining 0.2 million shares related to the earn-out milestone for the year ended 2023. As a
result of the shares issued in March 2024, the tax basis exceeded the book basis for consideration paid resulting in a
deferred tax asset and an increase to additional paid-in capital of 6.4 million, respectively, on our consolidated
balance sheet. The deferred tax asset is expected to be amortized over fifteen years. We previously issued 0.6 million
shares and 0.7 million related to the earn-out milestones for the years ended 2022 and 2021, respectively. All shares
have been issued as private placements exempt from registration with the SEC under Rule 506(b) and are included
in common stock on the consolidated statements of stockholders' equity.
Authorized Shares Outstanding
An amendment to the Company’s Articles of Incorporation to increase its total authorized common shares from
100,000,000 to 200,000,000 was approved by our stockholders on May 21, 2024, at the Company’s Annual
Meeting. On July 9, 2024, a Certificate of Amendment was filed with the Nevada Secretary of State to effectuate
the increase in authorized shares.
68
18. 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 25 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 markets tax credit obligations 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 2023 Investor, in the form of a loan receivable, with a term of 25 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 are 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 $5.8 million is
recorded in new markets tax credit obligations 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.
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 2023 Project. In connection with the 2024 NMTC transaction, the
Company received a $15.5 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 2024 NMTC transaction, the Company provided an aggregate of approximately $11.0 million to
the 2024 Investor, in the form of a loan receivable, with a term of 25 years, bearing an interest rate of 1.0%. This
$11.0 million in proceeds plus capital contributed from the 2024 Investor was used to make an aggregate
69
$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 the NMTCs. The net proceeds from the closing of the 2024
NMTC are included in restricted cash on our consolidated balance sheets required to be used for the 2024 Project.
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's interest of $3.8 million is recorded in
new markets tax credit obligations 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, 2023 Investor, and 2024 Investor are each subject to 100 percent recapture of the 2019, 2023,
and 2024 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, 2023 NMTC arrangements, and 2024 NMTC arrangements, respectively.
Noncompliance with applicable requirements could result in the 2019 and/or 2023 and/or 2024 Investors' projected
tax benefits not being realized and, therefore, require the Company to indemnify the 2019 Investor, 2023 Investor,
and 2024 Investor for any loss or recapture of the 2019 NMTC, 2023 NMTC, and 2024 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 any of these financing
arrangements.
The 2019 Investor, 2023 Investor, and 2024 Investor and its majority-owned community development entity are
considered VIEs and the Company is the primary beneficiary 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 transactions in these VIEs outside of the financing transactions executed as part of the 2019 NMTC,
2023 NMTC, or 2024 NMTC arrangements, respectively.
19. 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.
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
70
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. We had no material contractual purchase
obligations as of December 31, 2024, except as noted below.
In 2023, the Company executed a five-year purchase commitment for refrigerants. In 2024 and 2023, the Company
made payments of $11.7 million and $10.1 million on this contract, respectively. Estimated minimum future
payments are $9.1 million, $10.5 million, and $11.2 million for 2025, 2026, and 2027, respectively. We had no other
material contractual purchase obligations as of December 31, 2024.
20. 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 which 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. We adopted this standard for fiscal year ended 2024. Upon
adoption, this ASU did not 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.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic
220-40). The new guidance requires the disaggregated disclosure of specific expense categories, including purchases
of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions.
This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling
expenses. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods within
fiscal years beginning after December 15, 2027, 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.
71
21. 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:
2024
2023
(in thousands, except share and per share data)
2022
$
168,559 $
177,623 $
100,376
Basic weighted average shares
Effect of dilutive shares related to stock based compensation1
Effect of dilutive shares related contingent consideration2
Diluted weighted average shares
81,473,131
2,109,206
47,165
83,629,502
81,156,114
1,972,380
166,796
83,295,290
79,582,480
1,264,175
298,955
81,145,610
Earnings per share:
Basic
Dilutive
Anti-dilutive shares:
$
$
2.07 $
2.02 $
2.19 $
2.13 $
1.26
1.24
Shares
235,188
1 Dilutive shares related to stock options, restricted stock, PSUs and Key Employee Awards (Note 15)
2 Dilutive shares related to contingent shares issued to former owners of BASX (Note 17)
314,108
908,221
22. 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,
2024
2023
2022
(in thousands)
$
9,709 $
1,632
7,860 $
1,476
5,789
1,318
December 31,
2024
2023
$
(in thousands)
1,055 $
369
994
145
The nature of our related party transactions is as follows:
•
The Company sells units to an entity owned by a member of the CEO’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.
72
•
•
•
•
•
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 made payments to a board member related to a consulting
agreement.
The Company periodically rents space partially owned by the CEO for various Company meetings.
The Company leases flight time of an aircraft partially owned by our President/COO and Vice President.
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.
23. Segments
The Company has determined that it has three reportable segments for financial reporting purposes.
AAON Oklahoma: AAON Oklahoma engineers, manufactures and sells semi-custom and custom HVAC systems,
designs and manufactures controls solutions, and sells aftermarket parts to customers through retail part stores and
online. AAON Oklahoma includes the operations of our Tulsa, Oklahoma, Memphis, Tennessee and Parkville,
Missouri 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, Oklahoma, 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, Oklahoma, our cutting-edge 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, Texas manufacturing facilities. BASX branded products are also manufactured in Longview.
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, Oregon manufacturing facilities.
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, cost of sales, and gross profit
directly attributable to our segments. The CODM does not evaluate operating segments using asset or liability
information.
Due to the integrated nature of our Company as well as the increasing production of both AAON and BASX
branded products across different segments, other costs and expenses, such as selling, general and administrative
including corporate expense, are evaluated and resources allocated at a consolidated level.
The following table summarizes certain financial data related to our segments and significant segment expenses and
other segment items regularly reviewed by our CODM. Transactions between segments are recorded based on prices
negotiated between the segments. The cost of sales and gross profit amounts shown below are presented after
elimination entries.
73
AAON Oklahoma
External sales
Inter-segment sales
Eliminations
Net sales
Cost of sales1
Gross profit
AAON Coil Products
External sales
Inter-segment sales
Eliminations
Net sales
Cost of sales1
Gross profit
BASX
External sales
Inter-segment sales
Eliminations
Net sales
Cost of sales1
Gross profit
Consolidated gross profit
1 Presented after intercompany eliminations.
Years Ended December 31,
2024
2023
2022
(in thousands)
$
$
$
$
858,711
6,336
(6,336)
858,711
556,305
302,406
143,871
38,373
(38,373)
143,871
98,106
45,765
$
$
897,919
4,324
(4,324)
897,919
577,852
320,067
112,320
38,831
(38,831)
112,320
82,996
29,324
663,845
3,251
(3,251)
663,845
490,862
172,983
107,290
30,932
(30,932)
107,290
73,979
33,311
$
198,053
$
158,279
$
117,653
666
(666)
198,053
149,115
48,938
1,480
(1,480)
158,279
108,650
49,629
79
(79)
117,653
86,375
31,278
$
397,109
$
399,020
$
237,572
The reconciliation between consolidated gross profit to consolidated income from operations is as follows:
Consolidated gross profit
Less: Selling, general and administrative expenses
Add: Gain on disposal of assets
Consolidated income from operations
$
$
397,109
$
399,020
$
188,014
(23)
171,539
(13)
237,572
110,823
(12)
209,118
$
227,494
$
126,761
The following table presents long-lived assets by reportable segment, which includes property and equipment, net
and operating lease assets:
Long-lived assets
AAON Oklahoma
AAON Coil Products
BASX
Total long-lived assets
December 31,
2024
2023
(in thousands)
$
$
321,597
$
122,515
81,680
525,792
$
248,556
83,169
49,996
381,721
74
74
The following table presents intangible assets and goodwill, net, by reportable segment:
Intangible assets and goodwill
AAON Oklahoma
AAON Coil Products
BASX
Total intangible assets and goodwill
December 31,
2024
2023
(in thousands)
$
$
22,966
$
—
137,186
160,152
$
10,282
—
139,663
149,945
75
75
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, 2024.
Based upon the evaluation, our principal executive and principal financial officers have concluded that our
disclosure controls and procedures were effective at December 31, 2024, 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, 2024.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, 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
2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
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76
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, 2024, 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, 2024, 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, 2024, and our report dated February 27, 2025 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 27, 2025
77
77
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 13,
2025.
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 13, 2025.
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 13, 2025.
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 13, 2025.
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 2024, 2023, or 2022.
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 13, 2025.
78
78
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 (i)
Amended and Restated Bylaws (ii)
(4.1)
(4.2)
(4.3)
(4.16)
(10.1)
(10.2)
(10.3)
(10.4)
(19)
(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 (iv)
Third Amendment to the Amended and Restated Loan Agreement (dated December 16, 2024)
and related documents (v)
Description of Securities
AAON, Inc. 2007 Long-Term Incentive Plan, as amended (vi)
AAON, Inc. 2016 Long-Term Incentive Plan (vii)
AAON, Inc. 2024 Long-Term Incentive Plan (viii)
Executive Severance Plan (adopted July 30, 2024) (ix)
AAON Insider Trading Policy (adopted December 11, 2024)
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 (x)
Membership Interest Purchase Agreement - Acquisition of BASX, LLC (dated November 18,
2021) (xi)
(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)
Cover Page Interactive Data File (embedded within the Inline XBRL Document and included
in Exhibit 101)
(i)
Incorporated herein by reference to the exhibit to our Form 10-Q dated June 30, 2024.
79
79
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
Incorporated herein by reference to the exhibit to our Form 8-K dated March 9, 2023.
Incorporated herein by reference to exhibit to our Form 8-K dated November 24, 2021.
Incorporated herein by reference to the exhibits to our Form 8-K dated May 27, 2022.
Incorporated herein by reference to the exhibits to our Form 8-K dated December 16, 2024.
Incorporated herein by reference to our Form S-8 Registration Statement No. 333-151915
dated June 24, 2008 and our Form S-8 Registration Statement No. 333-207737 dated
November 2, 2015.
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 our Form S-8 Registration Statement No. 333-279594
dated May 21, 2024 and our Form S-8 POS Registration Statement No. 333-241538 dated
June 25, 2024.
(ix)
Incorporated herein by reference to the exhibit to our Form 8-K dated July 30, 2024.
(x)
(xi)
Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2023.
Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2021.
80
80
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 27, 2025
By:
/s/ Gary D. Fields
Gary D. Fields, Chief Executive Officer
AAON, INC.
81
81
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 27, 2025
Dated: February 27, 2025
Dated: February 27, 2025
Dated: February 27, 2025
Dated: February 27, 2025
Dated: February 27, 2025
Dated: February 27, 2025
Dated: February 27, 2025
Dated: February 27, 2025
Dated: February 27, 2025
Dated: February 27, 2025
/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
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
82
82
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Exhibit 4.16
As of February 27, 2025, 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 200,000,000 shares of common stock1, $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.”
1 An amendment to the Company's Articles of Incorporation to increase its total authorized common shares from
100,000,000 to 200,000,000 was approved by our stockholders on May 21, 2024 at the Company's Annual Meeting.
On July 9, 2024, a Certificate of Amendment was filed with the Nevada Secretary of State to effectuate the increase
in authorized shares.
83
LIST OF SUBSIDIARIES OF AAON, INC.
Exhibit 21
Jurisdiction of Organization
Oklahoma
Texas
Oregon
Subsidiary
AAON, Inc.
AAON Coil Products, Inc.
BASX, Inc.
84
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 27, 2025, 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, 2024. 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, File No. 333-241538, and File No. 333-279594).
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
February 27, 2025
85
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 27, 2025
/s/ Gary D. Fields
Gary D. Fields
Chief Executive Officer
86
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 27, 2025
/s/ Rebecca A. Thompson
Rebecca A. Thompson
Chief Financial Officer
87
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, 2024, 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 27, 2025
/s/ Gary D. Fields
Gary D. Fields
Chief Executive Officer
88
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, 2024, 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 27, 2025
/s/ Rebecca A. Thompson
Rebecca A. Thompson
Chief Financial Officer
89
Use of Non-GAAP Financial Measures
To supplement the Company’s consolidated financial statements presented in accordance with generally accepted
accounting principles (“GAAP”), additional non-GAAP financial measures are provided and reconciled in the following
tables. The Company believes that these non-GAAP financial measures, when considered together with the GAAP financial
measures, provide information that is useful to investors in understanding period-over-period operating results. The
Company believes that this non-GAAP financial measure enhances the ability of investors to analyze the Company’s
business trends and operating performance as they are used by management to better understand operating performance.
Since adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin
are non-GAAP measures and are susceptible to varying calculations, adjusted net income, adjusted net income per diluted
share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin, as presented, may not be directly comparable with other
similarly titled measures used by other companies.
EBITDA and Adjusted EBITDA
EBITDA (as defined below) is presented herein and reconciled from the GAAP measure of net income because of its wide
acceptance by the investment community as a financial indicator of a company’s ability to internally fund operations. The
Company defines EBITDA as net income, plus (1) depreciation and amortization, (2) interest expense (income), net and (3)
income tax expense. EBITDA is not a measure of net income or cash flows as determined by GAAP. EBITDA margin is defined
as EBITDA as a percentage of net sales.
The Company’s EBITDA measure provides additional information which may be used to better understand the Company’s
operations. EBITDA is one of several metrics that the Company uses as a supplemental financial measurement in the
evaluation of its business and should not be considered as an alternative to, or more meaningful than, net income, as an
indicator of operating performance. Certain items excluded from EBITDA are significant components in understanding and
assessing a company’s financial performance. EBITDA, as used by the Company, may not be comparable to similarly titled
measures reported by other companies. The Company believes that EBITDA is a widely followed measure of operating
performance and is one of many metrics used by the Company’s management team and by other users of the Company’s
consolidated financial statements.
Adjusted EBITDA is calculated as EBITDA adjusted by items in non-GAAP adjusted net income, above, except for taxes, as
taxes are already excluded from EBITDA.
The following table provides a reconciliation of net income (GAAP) to EBITDA (non-GAAP) and Adjusted EBITDA (non-GAAP)
for the periods indicated:
Years Ended December 31,
2024
2023
2022
Net income, a GAAP measure
Depreciation and amortization
Interest expense
Income tax expense
EBITDA, a non-GAAP measure
Litigation settlement
Profit sharing effect1
Adjusted EBITDA, a non-GAAP measure
Adjusted EBITDA margin
168,559
62,735
2,905
38,032
272,231
-
-
272,231
22.7%
1Profit sharing effect of litigation settlement in the respective period.
100,376
35,106
2,627
24,157
162,266
-
-
162,266
18.3%
177,623
46,468
4,843
45,531
274,465
7,500
(750)
281,215
24.1%
90
AAON Officers and Board
AAON, Inc. Officers
positions and ages as of March 22, 2025
AAON, Inc. Board of Directors
positions and ages as of March 22, 2025
Gary Fields 65
Chief Executive Officer
Matt Tobolski 41
President and Chief Operating Officer
Rebecca Thompson 46
Vice President, Finance, Chief Financial
Officer, and Treasurer
Casey Kidwell 46
Chief Administrative Officer
Chris Eason 43
Principal Accounting Officer
Stephen Wakefield 48
Executive Vice President and General
Manager, AAON Business Unit
Matt Shaub 48
General Vice President and General
Manager, BASX Business Unit
Norman H. Asbjornson 89
Founder, Retired, Chief Executive
Officer and Executive Chairman
AAON
Gary D. Fields 65
Chief Executive Officer
AAON
Angela E. Kouplen 51
Senior Vice President and
Chief Human Resources Officer
ONE GAS, INC.
Caron A. Lawhorn 64
Retired, Senior Vice President
and Chief Financial Officer
ONE GAS, INC.
Stephen O. LeClair 56
Chairman and Chief Executive Officer
CORE & MAIN, INC.
A.H. McElroy II 62
President and Chief Executive Officer
MCELROY MANUFACTURING, INC.
David R. Stewart 69
Chief Administrative Officer
and Trustee
OKLAHOMA ORDNANCE WORKS
AUTHORITY
Bruce Ware 49
Retired, Corporate Vice President
and Group Head Joint Venture
Capital Raising
DAVITA, INC.
TRANSFER AGENT
AND REGISTRAR
Computershare
PO Box 43006
Providence, Rhode Island 02940-3006
GENERAL COUNSEL
Johnson & Jones, P.C.
Two Warren Place
6120 South Yale Avenue, Suite 500
Tulsa, Oklahoma 74136
INVESTOR RELATIONS
Joseph Mondillo
Director of Investor Relations
(617)877-6346
joseph.mondillo@AAON.com
AUDITORS
Grant Thornton LLP
6120 South Yale Avenue, Suite 1400
Tulsa, Oklahoma 74136
COMMON STOCK
NASDAQ–AAON
EXECUTIVE OFFICES
2425 South Yukon Avenue
Tulsa, Oklahoma 74107
BENJAMIN ABELEIN
ANTHONY ABLES
BREANTRENIECE ABNEY
KORINA ABREGO
ANGEL ACEDO
LUIS ACEDO CHUCHON
RAUL ACEDO ZELAYARAN
KEYLA ACEVES
CHRISTOPHER ACKLEY
JEANNETTE ACLES
MIRIAN ACOSTA
MA ACOSTA DE AGUAYO
ALFREDO ACOSTA JIMENEZ
ANDRES ACUNA
BRIAN ACUNA
RAQUEL ACUNA SEGURA
DAKOTA ADAMS
DAVID ADAMS
GARY ADAMS
JAMILAH ADAMS
JAYWONN ADAMS
JOHN ADAMS
PAUL ADAMS
REBECCA ADAMS
RONNETTE ADAMS
RYAN ADAMS
THURMAN ADAMS III
WILLIAM ADAMS
JORDAN ADAMSON
AARON ADKINS
ASLAM AFGHAN
HAZRAT AFGHAN
NIKWALI AFGHAN
YOLIMAR AGELVIS ARELLANO
LAMETRA AGERS
MARIE AGUERO
JOSE AGUILAR
EDDUYS AGUIRRE
GESYCA AGUIRRE
YAHIR AGUIRRE
JUAN AGUIRRE-RODRIGUEZ
CAMERON AHERN
AHMAD AHMADI
ZEESHAN AHMED
NICOLE AICHELE
BERNY AIEN
CHASE AILLS
EMINE AITOMY
HARRY AIZAWA
HENRY AIZAWA
FATIH AKBAS
BROWN AKIN
EMILY AKIN
KETTY AKITEKIT
NADER AL HASHMI
AUSS AL SULTAN
DANIEL ALAGDON
FERNANDO ALARCON LEAL
LUIS ALASTRE
EDDY ALBERT
LUIS ALBERTO GUZMAN LAU
ALEXIS ALBIN
STEPHEN ALBIN
ALEJANDRA ALEGRIA REYES
CELIA ALEMAN
MAURICIO ALEMAN SANCHEZ
GREGG ALEMY
ERICA ALEXANDER
JOSHUA ALEXANDER
JOSIAH ALEXANDER
KEAJIAH ALEXANDER
MARQUIS ALEXANDER
ZACHARY ALEXANDER
MELANIE ALFORD
SHANNON ALFORD
THURMAN ALFORD JR
BAKHT ALI BAKHTYAR
KEDRIC ALINIECE
ISAIAH ALIRE
MICHAEL ALIRE
ANISIO ALIWIS
CHARLES ALLEN
CORBAN ALLEN
DANIEL ALLEN
JOHN-PAUL ALLEN
SCOTTY ALLEN
ROME ALLISON
ZAHIDULLAH ALMAS
STEPHANIE ALONSO ALVAREZ
JAMES ALSTON
HECTOR ALTAMIRANO
JONATHAN ALTAMIRANO
HERTZEL ALTER
ISAAC ALTER
PABLO ALTER
MORITZ ALTER ESPINA
SONIA ALTER ESPINA
MORITZ ALTER OJEDA
ELIZABETH ALVARADO
ISAAC ALVARADO
JOSE ALVARADO
LINCY ALVARADO
NATALIE ALVARADO
RIGOBERTO ALVARADO
YACKSENDEL ALVARADO
MALDONADO
ADRIAN ALVARADO MONZON
GEORGE ALVAREZ
JEFFRY ALVAREZ MALDONADO
DELAJAN AMIRI
KERAMUDIN AMIRI
MOHAMMAD AMIRI
WAISULLAH AMIRI
LESLIE ANDERS
JENS ANDERSEN
SARAH ANDERSEN
BRENT ANDERSON
CHASE ANDERSON
MICHAEL ANDERSON
SAMUEL ANDERSON
TREYVON ANDERSON
WANDA ANDERSON
AMANDA ANDREW
BRANDON ANDREW
RENITA ANDREW
AUSTIN ANDREWS
RUSSELL ANDREWS
WILLIE ANDREWS
JOSEPH ANDRUS
FELIPE ANGEL
JONATHAN ANGIERI
MARY ANNE BRIGHTWELL
WESLEY ANSELME
KRIS ANTOSH
MAIRETH ANZOLA
DAILYS ANZOLA VASQUEZ
WLADIMIR APONTE
WILLIAM APPELDORN
ALEXANDER AQUINO
JOE AQUINO
SAMRA ARAIN
JESUS ARAUJO
LAURA ARAUJO GONZALEZ
STEFFIS AREA GUERRERO
JESUS ARELLANES RAMIREZ
ALAN ARELLANO
JAVIER ARELLANO
SABAS ARELLANO SANCHEZ
SALVADOR ARELLANO SANCHEZ
FIDEL ARGUMEDO RANGEL
ANA ARICUCO RODRIGUEZ
JORGE ARIZMENDI
BAKHT ARMANI
DOUGLAS ARMAS
JOSHUA ARMAS
LUCAS ARMENTOR
DAVID ARMSTRONG
JERI ARMSTRONG
AMANDA ARNOLD
JASON ARNOLD
MATTHEW ARNOLD
CONNER ARP
ALEXIS ARREOLA
RAMIRO ARREOLA
CLAYTON ARRINGTON
GERARDO ARROYO
ROSA ARROYO SANCHEZ
REINAURITH ARTEAGA
ROGELIO ARTEAGA
BRANDON ARTHUR
JULIUS ARTHUR
JERMAN ASBERRY
MARIA ASENCIO
JOHN ASHLEY JR
DAVID ASHLOCK
TIMOTHY ASIMAKIS
FOSTINO ATAN
RICKO ATIN
FINAILEEN ATTAN
PAULA AUKU
THIHA AUNG
VUNG AUNG
GARRET AURICCHIO
CHRISTOPHER AUSBORN
ROBERT AUSMUS
JORDYN AUSTIN
SEMAJ AUSTIN
TIFFANY AUSTIN
VERONICA AVALOS
NOLA AVANT
FIDENCIO AVEJA
AGUSTIN AVELAR QUINTERO
JACOB AVEN
JOSE AVILA
JOSEPH AVILA
KEVIN AVILA CASTANEDA
YOLANDA AVILA CASTANEDA
GUSTAVO AVILA GARCIA
ALEXANDER AVILES
ZIN AW
NANG AWN
ANGEL AYALA
ROBYN AYDELOTT
AYE AYE THAIK
KRISTIN AYLETT
KEVIN AYVAR
ABDUL AZIZ
SHAHABUDDIN AZIZI
NORA BACKUS
ANTHONY BADGETT
CHARLES BAER
EDGAR BAEZA
DAVID BAFFORD
JACOB BAIER
JUAN BALANDRAN
HELEN BALAUSEAC
NATHAN BALDEON
JOHN BALDWIN
TOMMY BALL
TOMMY BALL
CHANDEL BALLARD
KRYSTAL BALLARD
ROXANNE BALLARD
PEDRO BALTAZAR
ERICK BALTAZAR INES
CLAUDIA BANDA
LUIS BANDA
GUL BANOOR ZARMAT KAI
VINCENT BAPTISTA
ISRAEL BARAHONA
ALEX BARAJAS
MARINA BARAJAS VALDEZ
BLAKE BARBER
JACOB BARBER
MYLES BARBER
JACKELINE BARBOZA
CHETT BARCELONA
CHETT BARCELONA JR
AMBER BARKER
BRYCE BARKER
DAVID BARKLEY
JUSTIN BARLETT
LEROY BARNABAS
ALEX BARNES
DALLAS BARNES
TERRIE BARNES
ANA BARRAGAN DE ALTENEH
JUAN BARRERA
LITZY BARRERA ROMERO
LOGAN BARRETT
GUALBERTO BARRIOS
JAVIER BARRIOS
WENDY BARRIOS
MICHELLE BARRON
TERESA BARRON
JACK BARRY
JOHNATHAN BARRY
DAVID BARTELS
HANNAH BARTELS
CHRISTOPHER BARTH
FRANCISCO BARTOLO GAONA
SHERRY BATES
PHILIP BATTERSON
JAMES BAUGH
LUIS BAUTISTA
JOSHUA BAWI LING
MICHAEL BEACH
JASON BEAN
LINDA BEASLEY
ASHLEY BECERRA
ELIGIO BECERRA
JOE BECK
SHANNON BECK
LIONEL BECKMAN
JUSTIN BECNEL
MA BEDA SEDANO GUIJARRO
MARK BEHN JR
LILLIAN BELAMY
LEGEN BELCHER
CYRUS BELIZI
BRIAN BELL
EFTON BELL
STEPHEN BELL
ZAKEYIA BELL
RUBEN BELLIDO FERRER
ERIK BEMBRY
SHAWN BENDELE
ISABEL BENITEZ
JAVES BENITEZ
PEDRO BENITEZ
VANESSA BENITEZ
EURYBEL BENITEZ VILLEGAS
BRIAN BENNETT
BRYAN BENNETT
FRANCIS BENNETT JR
DANIEL BENSON
DAVID BENSON
JARED BENTON
TYUANNA BENTON
MARC BERBIG
KAILEY BERG
CHRISTIAN BERGER
KRISTOFER BERGGREN
ANDREW BERGLUND
LAWRENCE BERGSTROM
YOSSIMAR BERISTAIN
LIDIA BERNAL BECERRA
FASIOS BERNARD
CURTIS BERRY
DAVID BERRY
MICHAEL BERRY
RANDALL BERRY
THERESA BERRY
ELLIOT BERRYHILL
LUISA BERUMEN
SERGIO BESERRA
BALDEMAR BETANCOURT
JAMMIE BETHEL
MARCQUES BIAGAS
NICHOLAS BIERMAN
DANIEL BIGBY
KENNETH BIGHAM JR
ROBERT BIGPOND
JAMES BILBREY
KELSIE BILLETER
JAMES BILLINGS
BRADLEY BISHOP
ROBERTT BISHOP
CASEY BLACKBURN
ETHAN BLACKMAN
CARLOS BLACKSHIRE JR
ELIJAH BLACKSTONE
MARVIN BLADES JR
JACOB BLAIR
CAMDEN BLAKELY
KELVIN BLAKELY
MAXIMILLIAN BLAKEMORE
JOSE BLANCO
WILLIAM BLANK
BRIAN BLANTON
LACRETIA BLANTON
DAVID BLEVINS
DEVON BLOOD
DUSTIN BLOOD
CODY BOATMAN
JACK BOBADILLA
KARLA BOBADILLA
JAMES BOBBITT
NICHOLAS BOBBITT
DANIEL BOELK
JAYDEN BOGART
LHING BOI
THANG BOI
WESTON BOISA
BRANDON BOLAND
DAMIAN BOLDEN
MATTHEW BOLL
ADELTRUDES BOND
JOSHUA BONEY
MICHAEL BONEY
JOSE BONILLA CANIZALEZ
LUCIA BONILLA FERNANDEZ
MARVIN BONNER JR
JUSTIN BOONE
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LUCAS BORDYCOTT
ROGER BORJA BARREIRO
JOSEPH BOSS
CORBIN BOUGH
DARRIN BOUGH
AUSTIN BOWERS
DANIEL BOWERS
ALEXANDER BOWKER
EUGENE BOWMAN
ALICE BOYCE
JOHN BOYD
JUSTIN BOYD
ERIK BOYNTON
ROIBY BRACHO QUINONES
MARC BRADBURY
EMOND BRADGER
DANIEL BRADLEY
SHAVESHIA BRADLEY
DENISE BRAHAM
FRANCISCO BRAMBILA
DANIEL BRANDT
ERIK BRANTNER
JAIRO BRAVO
JAKAYLA BRAVO
LORENA BRAVO
AMANDO BRAVO ARIAS
JUAN BRAVO SANCHEZ
TAYLOR BRAYTON
MARKESHA BRAZZELL
KATHLEAN BRELAND
BENJAMIN BREMER
PORTER BRENNAN
MICHAEL BRESSERS
SETH BRESSLER
DAVID BREWER
DESMOND BREWSTER
JAMES BRICKEY
MITCHELL BRIGDEN
GREGORY BRIGGS
JASON BRIGHTWELL
STEVEN BRIGHTWELL
RILEY BRILL
BRISA BRISENO
WILLIAM BRITO
MYLES BROADAWAY
QUINTON BROADNAX
NICHOLAS BROCKWAY
DUSTIN BROD
JUSTIN BRODERICK
MARK BROMING
ARLUNDA BROOKS
WINSTON BROSEKE
BRANDON BROWN
CASANDRA BROWN
JANICE BROWN
JOANN BROWN
JOSIE BROWN
LONNIE BROWN
MICHAEL BROWN
NATHANUAL BROWN
PAIGE BROWN
QUINTELLA BROWN
SAMUEL BROWN
SARAH BROWN
SHELIA BROWN
SHENEQUA BROWN
TIMOTHY BROWN
WILEY BROWN
LORENZO BROWN JR
CHRISTOPHER BROWNING
WESLY BROWNING
JOSEPH BROYLES
JERRILIUS BRUCE
CHRISTOPHER BRYANT
MADELINE BRYANT
DERRICK BUCHANAN
DASHAN BUCKMAN
VAN BUI
JAMES BUIE
JAMES BUIE
HAYDEN BULLINGER
BAILEY BUNKERS
CHRISTIAN BUNKERS
CARRIE BUNNELL
JASON BUNNELL
BLAKE BURCH
NEIL BURCH
SAVANNAH BURCH
ASTYN BURING
MARISA BURNES
ROBYN BURNETTE
UTA BURNETTE
JAMES BURROWS
CLIFTON BURRUS
CYRUS BURRUS
SAMUEL BUSH
WAYNE BUSH
ADRIAN BUTLER
CORY BUTLER
LASHAWNDA BUTLER
ROSA BUTLER
KENNETH BUTTS
JOSEPH BUXTON
MARY BYERS
DAKOTA BYNUM
JUSTIN BYRD
JESSEE CABLE
DAYANARA CABRERA
ELSA CABRERA
JANIBAL CABUDOY
KATERINE CACERES
ALEJANDRO CADENA
MARBELLA CADENA
JESUS CADENAS
CLEVELAND CAGE JR
KOBE CAGLE
KYLEE CAGLE
STEVEN CAGLE
ANDREW CAIL
JASON CALDER
YOSMAR CALDERA HERNANDEZ
MARGARITO CALDERON
CASEY CALDWELL
SANDRA CALDWELL
TYLER CALICO
JORGE CALIXTO
CODY CALL
GUY CALLAHAN
JOHN CALLAHAN
EDWARD CALLOWAY
PHILIP CALVERT
MARIA CAMACHO
BRANDON CAMERON
TEVIN CAMERON
JORGE CAMPAS CONTRERAS
BRENDAN CAMPBELL
JEFFREY CAMPBELL
KAULONIA CAMPBELL
PAYTON CAMPBELL
TOMMY CAMPBELL
TATIANA CAMPOS SILVA
GILDA CANNADY
JULIET CANNON
EDGAR CANO
DEALOMONEY CANTRELL -
JOHNSON
MARIKIA CAPERS
ASHLEY CARAWAY
CHRISTOPHER CARDENAS
NORMA CARDENAS
BILLY CARDER
GUADALUPE CARDONA ANDRES
DREW CARDOZA
CAREY CARDWELL
JANIA CARLIN TOVAR
CHRISTOPHER CARMAN
TODD CARNER
WILLIAM CARNLEY
MARCHELL CARPENTER
JASON CARRANZA AGUIRRE
EDGAR CARRENO
LISA CARRIERO
CINDY CARRILLO
MICHAEL CARRILLO
FABIAN CARRILLO-RUIZ
VINCENT CARSON
BRIDGET CARTER
JORRIN CARTER
KENDRIX CARTER
ROBERT CARTER
RICHARD CARTWRIGHT
ISMAEL CARVAJAL
CRISTOBAL CARVAJAL
COLORADO
BEATRIZ CASIANO
DAVID CASSANO
DAISY CASTANEDA
JESUS CASTANEDA PAREJA
LUIS CASTANON
ANDREE CASTELLANOS
MICHELLE CASTELLANOS
SARA CASTELLANOS
ALBA CASTILLO
GIANNI CASTILLO
JACKELINE CASTILLO
SAMUEL CASTILLO
ZAIDA CASTILLO
ALEX CASTRO
CLAUDIO CASTRO
FELICIA CASTRO
LATHAN CASTRO
YAGUARIN CASTRO
JAIRO CASTRO GALVIS
MARIO CASTRO JR
GABRIELA CASTRO REYES
DAVID CATE
BRENDAN CATLETT
ETHAN CATO
TERRY CATTERTON
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JASON CAVIN
SHAWN CAVIN
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HECTOR CAZARES
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NICHOLAS CELLI
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LILIA CERVANTES
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BRYAN CHADWELL
GUADALUPE CHAIREZ GALAN
KAYUNDU CHALAKEE
ZO CHAMA
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JONATHON CHAMBERS
RICKY CHAMBLISS
THOMAS CHANCE
KEVIN CHANDLER
ROBERT CHANEY
KEVIN CHAPMAN
PATRICK CHAPMAN
AUSTIN CHARLEY
ALEEX CHATKEHOODLE
CHRISTOPHER CHATMAN
CARLOS CHAVEZ
EDGAR CHAVEZ
ERIK CHAVEZ
GREGORY CHAVEZ
URIEL CHAVEZ
VICTORIANO CHAVEZ
ELIZABETH CHAVEZ-HERNANDEZ
KARI CHEE
ZHENYU CHEN
KEVIN CHESTNUT
GENA CHIDESTER
AMANDA CHILDRESS
SAW CHIT
CASEY CHOATE
CHRISTOPHER CHOATE
EDDIE CHOATES
TERRANCE CHOICE JR
HEM CHONGLOI
KIMBOI CHONGLOI
MANGKHONGAM CHONGLOI
KAREN CHRISTENSON
DONOVAN CHRISTIAN
JAMES CHRISTIAN
RICHARD CHRISTIANSEN
TONY CHUNG
KIMBERLY CHUNN
AWI CIANG
LUN CIANG
CING CIIN
CING CIIN
MAU CIIN
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HAU CIN
KHAM CIN
LANG CIN
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LIAN CIN
PAUL CIN
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TUAN CIN
AIH CING
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CIIN CING
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GIN CING
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HAU CING
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HUAI CING
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MAN CING
MAN CING
NANG CING
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NIANG CING
NIANG CING
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AMY CLARK
CHARLES CLARK
DECLAN CLARK
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JAMES CLARK
JASON CLARK
MICHAEL CLARK
MOLLY CLARK
SHEENANDOA CLARO VAAMONDE
BRYANT CLAY HOPKINS
TONYA CLEEK
JON CLEMENSON
JUAN CLEMENTE VALLADARES
WILLIAM CLEVELAND
WILLIAM CLEVELAND
CALLIE CLICK
JASON CLIFTON
ANDREA CLINE
CLIFTON CLINE
JACE CLONINGER
TERRY CLONTZ
MARK COBB
JEROMY COCKRELL
TROY COCKRUM
AUBREY CODY
CORY COFFEY
NATHAN COHAGAN
KARINA COIRA HIRALDO
WALTER COLCLASURE
MICHAEL COLE
ROBERT COLE
ANDREW COLEMAN
DEMARIO COLEMAN
TYLER COLEMAN
MAXIMILIAN COLLIER
SCOTT COLLINGSWORTH
CHRISTOPHER COLLINS
CLAYTON COLLINS
JENNIFER COLLINS
KELDRICK COLLINS
KEVIN COLLINS
MARK COLLINS
MYRA COLLINS
BERNIE COLMENARES
NAIROBIS COLMENAREZ
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ALAINA COOKS
ALFRED COOKS
MICHAEL COOLIDGE
SCOTT COON
GREGORY COOPER
JAMES COOPER
JEREMI COOPER
DARELIS CORALES
STACEY CORDELL
ORIANA CORDERO
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J CORONA
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DANIEL CORREA
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MICHAEL CORTEZ
KEENAN COSTELOW
CALEB COTTON
FRED COTTON
MEAGAN COTTON
SKYLER COULANDER
ARMANDINA COVARRUBIAS
DE GUZMAN
KATLIN COYLE
ADRIAN CRABTREE
JACOB CRABTREE
KATHLEEN CRABTREE
STEPHAN CRABTREE
SHAWN CRAIG
CHRISTINA CRAIN
CHANCE CRANE
JERRY CRANE
ISAIAH CRAUSE
ALBERT CRAWFORD
BRADLEY CRAWFORD
JOSEPH CRAWFORD
KAYDRA CRAWFORD
MICHAEL CRAWFORD
RYAN CRAWFORD
THOMAS CRAWFORD
ZEUS CRAWFORD
WALTER CRAWLEY
COURTNEY CRAYNE
JACOB CRAYNE
RANDELL CRENSHAW
MARCO CRISP
JAKE CRISS
JOSEPH CRIST
ZOEY CRITES
HEATH CRITTENDEN
ACIE CROCKETT
DONAVAN CROSBY
SHERYL CROSS
MATTHEW CROUCH
DARRELL CROW
TERRY CROW
CAMERON CROWDER
SHANE CROWE
JAMES CRUMPTON
JEFFESON CRUSE
ANA CRUZ
GONZALO CRUZ
ERYK CRUZ-SOSA
MARIA CUELLAR
EDUARDO CUICAS
RYAN CULBERSON
BENJAMIN CULLICK
CALVIN CUMMINGS
CHRIS CUMMINGS
MICHEAL CUMMINGS
ROBERT CUMMINGS
DAISY CUNNINGHAM
JONATHAN CUNNINGHAM
LINDSY CUPPS
LESTER CURRY
ANGELICA CURTIS
BRANDON CURTIS
TYLER CURTIS
GABRIAL CUTRER
GUSTAVO CUYAN
KEVIN CYRUS
ZIRAM DAHKUM
ZAWNG DAI
MATTHEW DAJANI
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
MITCHEL DANN
RODNEY DARDEN
MICHAELA DARNELL
DEVONDRICK DARTY
ISAAC DAS
JULIUS DAS
ERIC DAVENPORT
SCOTT DAVEY
JENIFUR DAVIDSON
AMANDA DAVIDSON-GOLIEN
DAVID DAVILA
ABBEY DAVIS
BESSIE DAVIS
BRITTANY DAVIS
CAMERON DAVIS
DARRYL DAVIS
DIANE DAVIS
DOMINICK DAVIS
JADEN DAVIS
JASON DAVIS
JEDERRION DAVIS
JEROME DAVIS
JERRY DAVIS
JIMMY DAVIS
KILIAN DAVIS
MARCUS DAVIS
MATTHEW DAVIS
MICHAEL DAVIS
RICHARD DAVIS
SHYKELIA DAVIS
TORI DAVIS
TRAVIS DAVIS
VICKI DAVIS
BILLY DAVIS JR
RANDALL DAVIS JR
HUNTER DAVLIN
MERAJUDIN DAWLATZADA
JEFFERY DAWSON
JORGE DE LA PAZ
KRISTOPHER DE LA ROSA
EVA DE LA TORRE
YOANA DE LA TORRE
ANTHONY DEAN
ZACHARY DEAN
JAMES DEATHERAGE
JAMES DEATHERAGE JR
RAYON DEBOSE
BRICE DECAMP
RICHARD DECAMP
STEVEN DECKER
BRENNAN DECLUE
JAY DEEN
MATTHEW DEGRACIA
NATHAN DEHART
DRUE DEHOFF
TUANG DEIH
CING DEIH MANG
RICHARD DELANCY
ISMAEL DELAPAZ
MATIAS DELAPENA JR
DOREEN DELEO
ALI DELGADO
ANDREW DELGADO
KATHERINE DELGADO
GISELL DELGADO AGUIRRE
JESUS DELGADO CISNEROS
SETH DELMORE
JUANA DELOBO
HILDA DELUNA
RAQUEL DELUNA
MATTHEW DEMAREE
SETH DEMAREE
RUSSELL DEMOSS
HELEN DENNIS
KYLE DENNIS
MICHAEL DENNIS
SKYLER DENNIS
JOSEPH DENTON
JOSHUA DESHAZER
MATTHEW DESHAZER
THERESA DESOUZA
DONALD DESSART
BRANDON DEVEY
AUDENCIA DEVILLA
ROY DEVILLE
JEREMIAH DEVORE
TIMOTHY DEVORE
MATTHEW DEVRIES
SRIJAN DHAKAL
LISBETH DIAS MENDOZA
ALEXANDER DIAZ
ANGEL DIAZ
GIOVANNI DIAZ
GRACIA DIAZ
JONATHAN DIAZ
JOSE DIAZ
RIGOBERTO DIAZ
IVAN DIAZ CALDERON
ESTEFANY DIAZ ESTRADA
HEIDI DIAZ LOPEZ
SAMUEL DIBRA SANGMA
DREW DIEHL
TOMMY DIETER
MOSES DIFFIN
CARRINGTON DIGGS JR
HAYDEN DIGUARDI
ISAAC DILLON
LARRY DILLON
CIANG DIM
DAW DIM
DON DIM
HAU DIM
HAU DIM
HAU DIM
LANGH DIM
MAN DIM
NIANG DIM
THANG DIM
VUNG DIM
JOHAN DINA
LIAN DING
CONG DINH
LUU DINH
QUANG DINH
TIEN DINH
DOMINIC DIONNE
HAYLEY DIXON
KAM DO
NICHOLAS DODDS
AUSTIN DODSON
IVONNE DOMINGUEZ
SOL DOMINGUEZ
RAUL DOMINGUEZ JR
DOMINGO DOMINGUEZ TINOCO
CING DON
CING DON
NGOI DON
ZAM DON
SEAN DONALD
CIN DONG
MICHAEL DOOHER
MKSING DOPMUL
NANG DOPMUL
NGAILAM DOPMUL
NIANGNUAM DOPMUL
THANGMINLIAN DOPMUL
VUNGLAM DOPMUL
SCOTT DOTSON
JONATHAN DOUGLAS
CARA DOWD
CHANDLER DOWD
TIMOTHY DOWNS
JACOB DOWTY
JORDAN DOZIER
CATHRYN DUBBS
HAROLD DUBENSKY
LAQUETTA DUBLISKY
ADAM DUBOS
BRANDON DUBUC
DOUGLAS DUBUC
KEVIN DUCK
BRYSON DUCKEET
TRACY DUCKWORTH
DEKAYLON DUDLEY
SAMUEL DUELL HARRIS
THERESA DUGAN
KENNETH DULANEY
THANG DUN
CHRISTOPHER DUNCAN
DENASHIA DUNN
KELSON DUNN
LINDASIA DUNN
MELISSA DUNN
ROBERTO DURAN
FERNANDO DURAN MIGUEL
ADRIAND DURAND
GUSTAVO DURAND
RALPH DURBIN
KYLE DURNING
JOHN DUTKA
MELISSA DUWE
KEVIN DYKSTRA
JACOB DYSON
ANDREW E TRAW
KRISTI EANS
CHRISTOPHER EASON
CARIN EBERLE
KRYSTLE EDENS
DAVID EDGINGTON
JAYDEN EDMOND
ANDREW EDMONDSON
JOSE EDUARDO GONZALEZ
TRUJILLO
KENYA EDWARDS
SEBASTIAN EDWARDS
SAW EH MU
MARDIN EJERCITO
BRITTANY ELAM
KYJUAN ELAM
MARCUS ELAM
BLAKE ELBERT
ANMER ELIAS
ANTOLINA ELIAS
JESUS ELIAS
FITER ELIMO
LIPSINA ELIMO
REIPIN ELIMO
SINTINA ELIMO
JAMES ELLIS
JEANNE ELLIS RAPSON
KEVIN ELLISON
NOEL ELLSBURY
DANA ELMER
DANA ELSHOUT
AUSTIN EMBRY
GABRIEAL EMERSON
CHRISTOPHER EMPEY
KHAM EN THANG
JESSICA ENGLE
TINISHA ENGLISH
SHELBY ENKEY
CARLOS ENRIQUEZ
RODRIGO ENRIQUEZ URIBE
NUBIA ENTRALGO
SANDRA ENTRALGO
ZEINA ENTRALGO
DELITA ERIKMWAI
BENJAMIN ERNST
STANLEY ERVIN
STEVEN ERVIN
CARLOS ESCOBAR
RAFAEL ESCOBAR
CARLOS ESCOBAR KANAN
KEVIN ESCOBAR ORELLANA
SAHIB ESHAN
JUWANGIU ESIWILI
DWIGHT ESKEW
GERARDO ESPINDOLA
HERNANDEZ
OSCAR ESPINOSA
COLBY ESPREE
JESUS ESQUIVEL
MARIA ESTELA ALEJANDREZ
MATA
BALTASAR ESTRADA
DELIA ESTRADA
LEONOR ESTRADA
PATRICIA ESTRADA
DEISI ESTRADA ALEJO
ANA ESTRADA CASTILLO
JOHN EVANS
JUSTIN EVANS
MARCUS EVANS
TYLER EVANS
MEMPHIS EVANSON
CHAD EVERS
KYLE EVITT II
KURTIS EWING
JESSE EWTON
GABRIEL FABBRINI
ARACELY FAGLIE
JASMINE FAIRBROTHER
SHAWN FAIRLEY
MUHAMMAD FAIZI
MOHAMMAD FAIZY
JESSICA FARIA PORTILLO
JAQUAN FARMER
BRANDON FARRELL
EMILY FARRIS
SUSAN FARRIS
KELLY FAULKNER
LOGAN FAWCETT
JIMMY FEESER
AMY FEHNEL
JEFFREY FEHR
NICHOLAS FELDER
LAUREN FERGUSON
DIANA FERNANDEZ
GILBERT FERNANDEZ
LUCIA FERNANDEZ
MARCOS FERNANDEZ
JORGE FERNANDEZ NOA
SAMUEL FERREE
GUSTAVO FERRER ARBAIZA
MARCEL FERRERE
ELLIOT FERRIN
ALFRED FETTERHOFF JR
DAVID FETTIG
LYNDSEY FIDDLER
ADRIAN FIELDS
ASHTON FIELDS
DELOMONTA FIELDS
GARY FIELDS
KERRY FIELDS
DULCE FIERROS
THOMAS FIERROS
CORY FIFE
CARLINTA FILLAS
ANDREW FINCH
JESSICA FINKBINER
ROBERT FINLEY
KELVIN FINNIE
BRITTNEY FISHER
JEFFREY FISHER
JONATHON FISHER
SAMUEL FISHER
TOBY FISHER
COLLEEN FLANIGAN
JANETTE FLEMING
ALYSSA FLESHMAN
JOHN FLETCHER III
TYLER FLINT
ARCELIA FLORENTINO
CAROLINA FLORES
EFIGENIA FLORES
GLADYS FLORES
GLORIA FLORES
HECTOR FLORES
LAURA FLORES
MARINA FLORES
ROLANDO FLORES
WILMER FLORES
ERIK FLORES BANDA
MARIA FLORES DE JUAREZ
JOEL FLORES ROBLES
NOREA FLORES RODRIGUEZ
JAMES FLOYD
MARCUS FLOYD
RUBY FLOYD
CODY FLUHARTY
GABRIEL FOLDEN
ALEX FONSECA
EMMA FOOTE
ELIZABETH FOOTT
CALEB FORD
CARLOS FORD
DEJUAN FORD
REBECCA FORD
GULLIVER FORRESTER
DEVANTE FORSHEE
CHRISTOPHER FOSTER
JAKE FOSTER
JESSE FOSTER
WYEATHA FOSTER
STEVEN FOWKE
BRANDON FOWLER
JOHN FOWLER
JOSEPH FOWLER
EYLIDD FRANCO
RUBEN FRANCO GOMEZ
PHILLIP FRANK
BRITTANI FRANKLIN
CAROLYN FRANKLIN
WARREN FRANKLIN
DOUGLAS FRANZ
DALENE FRAZIER
COLTON FREEMAN
DAVID FREEMAN
ISAAC FREEMAN
MYRYAM FREEMAN STATON
JOSE FREGOSO
RICKY FRENCH
RICKY FRENCH
RYAN FRESH
ANGEL FRIAS
TIMOTHY FRIAS
BRANDON FRICK
BARRY FRIEND
ADRIAN FROST
SHERRI FROST
AVERY FRY
DAMIAN FUENTES
SCOTT FUHRMAN
JONATHON FULLER
JYAARON FULLER
JONAH FULLERTON
BRANDON FULLINGTON
LUIS FUMERO
LUIS FUMERO PEREZ
ADRIANA FUNES
COLLIN FURLON
ANDRE FURMAN
DANIEL FYFFE
ALYSSA GABLE
ASPEN GAGE
SARA GAITHER
WILLIAM GAITHER-DOUBLEHEAD
CECILIO GALAN
DELANO GALBREATH
AZUCENA GALLAGA VARGAS
JHAYKER GALLARDO
BRANDON GALLEGOS
GREGORY GALUSHA
GILBERTO GALVAN INO
CESAR GALVAN-FLORES
JOSE GAMBOA
JAVIER GAMEZ
ALEJANDRO GAMEZ GARZA
SARAH GAMMON
ROBERT GANJE
BALERIANO GAONA JR
MARIA GARAY
FRANCISCO GARAY CORONA
ALEXIA GARCIA
CODY GARCIA
EDWARD GARCIA
ESTEBAN GARCIA
FERNANDO GARCIA
JOE GARCIA
JOSE GARCIA
JOSE GARCIA
JUAN GARCIA
KALEB GARCIA
LESLIE GARCIA
MA GARCIA
OSCAR GARCIA
RICARDO GARCIA
ROSA GARCIA
STEVEN GARCIA
GIANNETH GARCIA AREVALO
ISIDRO GARCIA ARRIAGA
EDGAR GARCIA CASTRO
ELSA GARCIA GOMEZ
GRACIELA GARCIA LOPEZ
JUAN GARCIA RAMIREZ
RYAN GARCIA RAWE
LINDA GARCIA ZEPEDA
CODY GARDNER
LATASHIA GARDNER
QUINCY GARDNER
ZAIDA GARIBAY
NORMA GARIBAY VILLENA
EUGENE GARNER
JAMES GARNER
CASON GAROUTTE
JAMAURIS GARRETT
MARCUS GARRETT
ANGELICA GARZA
MICHAEL GATLIN
BETTINA GAUT
ZACHARY GAVIN
DANIEL GAWRIEH
BRYAN GAYLOR
FAITH GAYLOR
CHASTON GEORGE
DAVION GEORGE
JAMES GEORGE
TONY GEORGE
WHITNEY GEORGE
ISOM GERTY
KURSTON GERTY
GRIFFIN GESIK
KEITH GIANELLA
DEWAYNE GIBBS
ROBERT GIBLER
CHARLES GIBSON
SAMANTHA GIBSON
DILLON GIESCHEN
JOSE GIL
YASMIN GIL CORTES
KODI GILBERT
TREVOR GILBERT
KENNETH GILES
WILLIAM GILL
GARY GILMORE
JORDAN GIVENS
TRISTAN GLASS
JORDAN GLISSON
CHAD GLOVER
JENNA GLOVER
STEVEN GLOVER
SUAN GO
VUNGH GO
CHRISTOPHER GOAD
FRANKLIN GODFREY
MALCOLM GOFF
ROBERT GOFF
MABEL GOICOCHEA
WALTER GOINS
ZAFAR GOJAR
DJUAN GOLDEN
AMBER-BROOKE GOLDIN
JACOB GOLIEN
GIANFRANCO GOMEZ
MARIA GOMEZ
REIQUEL GOMEZ
MARIA GOMEZ MEDINA
FLOR GOMEZ PERAZA
DOMINIC GONZALES
SAMUEL GONZALES
SHELBY GONZALES
YAIR GONZALES
JOHANNA GONZALES ORTEGA
ADRIAN GONZALEZ
ANA GONZALEZ
BRYAN GONZALEZ
IMELDA GONZALEZ
JAMES GONZALEZ
JONATHAN GONZALEZ
LETICIA GONZALEZ
MARISELA GONZALEZ
PILAR GONZALEZ
ROBERTO GONZALEZ
SONIA GONZALEZ
YORMAN GONZALEZ
ZAIRA GONZALEZ
ABRUM GONZALEZ ALTER
MARIA GONZALEZ DE CAVELLO
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
BRIAN GORDON
DEVIN GORDON
LATOYA GORDON
KEVIN GOREE
MATTHEW GORTON
STEPHEN GOSNELL
JASMINE GOURLEY
RONALD GRAEN
ASHLEY GRAHAM
JESSTON GRAHAM
JOSEPH GRAHAM
MARLEITTA GRAMMER
BUENAVENTURA GRANADOS
RUBIOS
DOUGLAS GRANT
APRIL GRAUGNARD
DANIEL GRAVON
AHKEIAH GRAY
ARTIS GRAY
VIVIAN GRAY
GAGE GREEN
JAMERON GREEN
JONATHAN GREEN
LASHEILA GREEN
TYRON GREEN
WILLIAM GREEN III
CHRISTOPHER GREENE
SHEMITA GREER
KENDRA GRIDER
KONNER GRIFFIN
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
LUIS GUEVARA
MARIA GUEVARA
RODOLFO GUEVARA
CAROLINA GUILLEN
BRANDON GUINN
COALTON GUINN
VERNICE GUINN
CING GUITE
MIR GULAMZOI
JOHN GULDEN
STEVEN GUNN
ANDREW GUNSCH
CARLOS GUTIERREZ
GUADALUPE GUTIERREZ
GONZALEZ
SILVIA GUTIERREZ MENDOZA
ABRIL GUTIERREZ ROMERO
EUGENE GUY
EDIBEL GUZMAN
GEORGINA GUZMAN
LUIS GUZMAN
STANLEY HA
SCOTTY HAGLER
GHULAM HAIDAR HAMDARD
JOSEPH HALBERT HELTON
REBECCA HALE
KEITH HALEY
JOSHUA HALFPAP
MUHAMMAD HALIMI
ABRAHAM HALL
BRODRICK HALL
DENNIS HALL
KELLY HALL
MARCUS HALL
MASON HALL
STEPHEN HALL
STEPHANIE HALL BERGMAN
ZACHARY HALSEY
DANIEL HALTERMAN
TOLOVE HAM
LAMAR HAMBRICK
FARIDULLAH HAMDERD
FLORENCE HAMELAI
BRYSON HAMILTON
TAYLOR HAMLET
THOMAS HAMLIK
PATRICIA HAMLIN
SIERRA HAMM
JEFFREY HAMMONS
ANDEREAS HAMO
MARIANO HAMO
MFIRSTSON HAMO
CHRISTOPHER HAMON
SHYANNA HANDSCHUMACHER
ANDREW HANG
CINGVUNG HANG
MUNG HANG
PAUN HANG
THANG HANG
LAL HANGSAWK
LAM HANGSAWK
DEREK HANKINS
LOGAN HANNA
DEBBIE HANSEN
ROBERT HANSEN
CAITLYN HANSON
TONG HAO
CHIN HAOKIP
HOLKHOSEI HAOKIP
LAM HAOKIP
LHUN HAOKIP
PAO HAOKIP
VAHNEILHING HAOKIP
CHADRICK HARALSON
LAURA HARDEE
DANIEL HARDIN
NATALIE HARDIN
MALACHI HARDING
JOHN HARDT
MICHAEL HARDY
DAVID HAREN
THOMAS HARGETT
SCOTT HARJO
OKSANA HARKUSHA
ALETHA HARLEY
ALISON HARLEY
DAVID HARPER JR
VANCE HARRELL
AARON HARRIS
DAVID HARRIS
DERIK HARRIS
JERRY HARRIS
KYLE HARRIS
LINSLEY HARRIS
RICHARD HARRIS
ROSS HARRIS
SIERRA HARRIS
SKYLER HARRIS
STACEY HARRIS
STEVEN HARRIS
TERRY HARRIS
TONY HARRIS
NATHAN HARRISON
MONICA HART
LEVI HARTLEY
RUSTY HARTLEY
SARA HARTLEY
SCOTT HARTMAN
JORDAN HARVEY
DUSTIN HASBROUCK
HEATHER HASKINS
CODY HATHAWAY
CHAUNCEY HATTEN
ZAM HATZAW
ANNA HAU
CIN HAU
CING HAU
CING HAU
CING HAU
KAM HAU
KHUP HAU
THANG HAU
THANG HAU
THANG HAU
NENG HAU LIAN
PAUL HAVENS
ADRIUN HAWKINS
DESTINY HAWKINS
DEVARDUUS HAWKINS
BILLY HAWLEY JR
ETHAN HAWORTH
CORY HAYES
DELBERT HAYES
KENNETH HAYES
GLENN HAYNES
JAMES HAYNES
BRENDON HAYS
CHRISTOPHER HAYS
LUCAS HAYS
DERVARES HAYTER
BOBBY HEDRICK
THAN HEIN
NICHOLAS HELLING
RICK HELMI
CHASE HELMICK
LARONDON HEMBRY
BOBBY HENDERSON
CHAKIRIS HENDERSON
DYLAN HENDERSON
ERIC HENDERSON
MEKIO HENDERSON
ZACHRY HENDERSON
DAVID HENDRICKSON
MELISSA HENLEY
JOSE HENRIQUEZ MEJIA
KARSON HENRY
KENNETH HENRY
JOSHUA HENSLEY
KEVIN HENSLEY
SARAH HENSON
TRAVALE HENSON
KEVEN HER
YER HER
ALEJANDRO HERNANDEZ
ARISTEO HERNANDEZ
ASCENSION HERNANDEZ
BENJAMIN HERNANDEZ
CHRISTIAN HERNANDEZ
CORCINA HERNANDEZ
JOSE HERNANDEZ
JOSE HERNANDEZ
JUAN HERNANDEZ
JULIO HERNANDEZ
KAILA HERNANDEZ
KARI HERNANDEZ
LEONARDO HERNANDEZ
LUIS HERNANDEZ
LUIS HERNANDEZ
LUIS HERNANDEZ
MARIANO HERNANDEZ
MIGUEL HERNANDEZ
OSCAR HERNANDEZ
VICTORINO HERNANDEZ
WLADIMIR HERNANDEZ
YURBELIS HERNANDEZ
CESAR HERNANDEZ DOMINGUEZ
SERAFIN HERNANDEZ FELIX
LUIS HERNANDEZ ROMERO
LUKE HERNDON
BETANIA HERRERA
LORENA HERRERA
AXEL HERRERA BAEZ
MARIA HERRERA-VILLICANA
EDWARD HERRMANN
JAYE HERRMANN
BRIAN HESS
MARINTA HETHON
NESKY HETHON
NICKY HETHON
CAMERON HETTICK
HOYET HIBBARD
SAMUEL HIBBARD
MICHAEL HICKMAN
RUFUS HICKS
THYRONE HICKS
JOHN HIDALGO
MASON HIDALGO
KELSIE HIGGINS
JASMINE HIGGS
LARRY HIGHFIELD
DAVID HIGUERA
FARID HILAL
AYDEN HILL
CARLOS HILL
CHRISTOPHER HILL
DONALD HILL
JUDITH HILL
KEANE HILL
RUSSELL HILL
SANTANYA HILL
SONYA HILL
TAMERA HILL
VIRGINIA HILL
DAVY HILL JR
JERRY HILLBURN
MATTHEW HILLS
REGINA HILLSMAN
DANNA HILTON
REGINALD HILTON
LAMONT HINES
MONKARION HINES
STACI HINES
LESLIE HINSON
TYSON HINTHER
CODY HISLOPE
MIN HLA
SAW HLA CHIT
THANG HMUNG
HNEM HNEM
TUANG HNIN
SIEW HO
JACOB HOBBS
REKIA HODGE
ANDREW HODGES
TAQUISA HODNETT SMITH
CAROL HOEY
ANDREW HOFFMAN
MASEN HOFFMAN
LENA HOGAN
SIAN HOIH
CHARLES HOLAHTA
CHRISTOPHER HOLBROOKS
JUSTIN HOLBROOKS
RICKEY HOLCOMB II
EDWARD HOLICKY
MARCUS HOLLAND
ROBERT HOLLAND
HEATHER HOLLENBEAK
GAVEN HOLLEY
DAQUION HOLLINS
DAVID HOLLIS
TYLER HOLMAN
DAVID HOLMES
PATRICK HOLMES
SKYLYNN HOLMES
RYLIE HOLT
LAWRENCE HONEL
ZACHERY HONEL
ANASTASIA HONN
BRYON HOOD
JOSHUA HOOD
STEPHEN HOOVER
DEREK HOPKINS
ANGELA HORELLOU
TODD HORELLOU
TODD HORELLOU
SHELBY HORNBERGER
AUTUMN HORTON
DEVODRICK HORTON
STANLEY HORTON
WESLEY HORTON
NU HOU
TINNER HOU KIP
SANDRA HOUSE
LEVI HOUSEHOLDER
JERRY HOUSEMAN
ALEX HOUSTON
ANTHONY HOWARD
DAVID HOWARD
JAMES HOWARD
JULIE HOWARD
LAMARCUS HOWARD
MICHAEL HOWARD
PHYLLIS HOWARD
DARIN HOWELL
DEVONA HOWELL
SIRENA HOWETH
RAYMOND HOWZE
SAW HTOO
CIIN HUAI
CING HUAI
CING HUAI
CING HUAI
CING HUAI
CING HUAI
CING HUAI
JULIA HUAI
NING HUAI
NUAM HUAI
VERONICA HUAI
ZAM HUAI
ZEN HUAI
THANG HUAT
RICK HUBER
SCOTT HUBER
KRISTOFUR HUCKABY
BENJAMIN HUCKE
BRIANNA HUDSON
BRETT HUEBNER
DANIEL HUERTA
ERIK HUERTA
JULIO HUERTA
CHRISTOPHER HUFF
LARRY HUFFMAN
JOSHUA HUFFMON
CALEB HUGHES
DERIAN HUGHES
CAROLYN HUGHEY
BOB HUIETT
NATHAN HUIZAR
LATARCHA HUMPHRIES
KHAN HUNG
DACEDRIC HUNT
CRYSTAL HUNTER
JACOB HUNTINGTON
DEKEVIAN HURD
MICHAEL HURD
SHANNON HURST
ABDUL HUSSAINI
RONALD HUTCHCRAFT
JIM HUTCHINSON
DUNG HUYNH
LOC HUYNH
THANH HUYNH
BENJAMIN HYDE
JUAN IBARRA
ROHULLAH IBRAHIMI
JESUS IDROGO BLANCO
CHRISTOPHER IHRIG
HAMID IKRAM
KESNER INCHIN
NANG ING
HUNTER INGRAM
TYSHA INGRAM
TIERRA INHOFE GINEST
OTILIA IOWANES
ANDREA IRISH
OBIE IRON
REGINALD ISAAC SR
NAKISHA ISABELL
BENEDICT ISICHEI
ERATH ISLAS
MAIAD ISMAIL
ZORION ISSANGYA
DUSTIN J SCOTT-SEAVY
TU JA
KHAI JA KHUP
LA JA NI MA
BELINDA JACKSON
DALTON JACKSON
JACE JACKSON
JASMINE JACKSON
JEFF JACKSON
JENNIFER JACKSON
JONATHAN JACKSON
KALEB JACKSON
LAMOR JACKSON
MARY JACKSON
TAMMY JACKSON
DARYL JACKSON JR
TABEEL JACOB
SHAUNA JACOMINE
BRADLEY JAEGER
CAMERON JAEGER
MAKAYLA JAGER
ORBIN JAIR PINEDA RUIZ
JAN JALALI
JOSE JAMAICA
JOSE JAMAICA CARRENO
THANGSIANKAP JAMANG
DELBAR JAN
MUSAFAR JAN
DANIEL JARAMILLO
FRANCES JARAMILLO
GLORIA JARAMILLO
ESTHER JASUAN
STEPHEN JEFFERS
DENNIS JEFFERSON
CHASMYNNE JEFFERY
BILLY JENKINS
CURTIS JENKINS
DESIREE JENKINS
MICHAEL JENKINS
WADE JENKINS
MICHAEL JENNINGS
TERRIELLE JENNINGS
SOPHIE JENNY DIBRA MANKHIN
STEVEN JENSEN
DEANNDRA JERNIGAN
CODY JEWELL
MIKAYLA JIMBOY
CARMEN JIMENEZ
JOSE JIMENEZ
PEDRO JIMENEZ
ZAIDELY JIMENEZ SIERRA
FREDERICK JIMMERSON
JAYJOE JOHN
AARON JOHNSON
ALEXIS JOHNSON
ARIES JOHNSON
CALEB JOHNSON
CARDALEOUS JOHNSON
CARNELIOUS JOHNSON
CEDRIC JOHNSON
CHARLES JOHNSON
CHRISTIAN JOHNSON
DANIEL JOHNSON
EBONI JOHNSON
ISABELLA JOHNSON
JAMES JOHNSON
JEKELDRICK JOHNSON
JEREMIAH JOHNSON
JESSICA JOHNSON
JOSHUA JOHNSON
KEITH JOHNSON
KENDAL JOHNSON
MALACHI JOHNSON
MARJORIE JOHNSON
MISTY JOHNSON
PATRICK JOHNSON
QUANTRAIL JOHNSON
SHAREKA JOHNSON
STEVEN JOHNSON
TEDDY JOHNSON
TRAYSE JOHNSON
TRISTAN JOHNSON
ZACHARY JOHNSON
TIFFNEY JOINER
RODNEY JOLLEY
BETHANY JONES
CADE JONES
CHEKESHA JONES
CLARISSA JONES
CONNIE JONES
CRISSANA JONES
CRYSTAL JONES
DANNY JONES
DAVID JONES
DAVID JONES
DAVID JONES
DMARQUESS JONES
ERIC JONES
ERIC JONES
GARON JONES
JEREMIAH JONES
JORDAN JONES
JUSTIN JONES
KEN JONES
KENDRICK JONES
KENYATTA JONES
KEVIN JONES
KINESHA JONES
MATHEW JONES
MATTHEW JONES
RAYDELL JONES
RAYMON JONES
TRUMAINE JONES
DANNY JONES JR
DEBRA JONES-MAXON
ANJA JORDAN
BRITNI JORDAN
DEONTE JORDAN
JESSICA JORDAN
MARY JORDAN
RONALD JORDAN
SEAN JORDAN
KACY JORDAN BATES
JACOB JORISHIE
PEDRO JOSE DIAZ
AFINO JOSEPH
JACKY JOSEPH
TJ JOSEPH
MARIA JUAREZ
MARTIN JUAREZ
MARIA JUAREZ RIVERA
DERMIDIO JUEZ PEREZ
MICHAEL JULIAN
LEANDRO JUMELLES NUNEZ
EMILY JUNGWIRTH
VANCE JUSTIC-MAYFIELD
CHRISTOPHER JUSTICE
LASHETIA JUSTICE
DAVID KAHURA
ZAM KAI
MARISA KAIRIS
TAMMY KALCIK
JASON KALE
HAU KAM
LIAN KAM
MANG KAM
NGIN KAM
THANG KAM
CLARENCE KAMP
JULIA KANNE
LELAND KANUCH
CIN KAP
DAL KAP
GO KAP
GO KAP
HANG KAP
KAI KAP
KHEN KAP
LIAN KAP
THANG KAP
THANG KAP
THANG KAP
THANG KAP
THONG KAP
SIAN KAP LIAN
JAMIE KAPULE
JASON KAPULE
MOHAMMAD KARIM
ODINATUS KASMIR
BRIAN KASTL
SAMUEL KASUNI
KEDATSA KAUDLEKAULE
JEFFREY KAUFMAN
ERYN KAVANAUGH
TRISTAN KAVANAUGH
LIA KAW
TUANG KAWI
NENGLIAN KAWNGTE
MACY KEELE
ZACHARY KEITH
TYLER KELLAR
BELINDA KELLY
JON KELLY
LERYS KELLY
TALETHIA KELLY
KENNETH KELLY JR
CORY KEMPER
GREGG KENNEDY
JOHNATHON KENNEDY
BROCK KENT
JARED KEPNER
JOSIAH KESLER
KHWAJA KH SHIR AHMAD
ABRAHAM KHAI
DAL KHAI
DAVID KHAI
DO KHAI
DO KHAI
EN KHAI
GO KHAI
HANG KHAI
HAU KHAI
KAM KHAI
KHAM KHAI
KHAM KHAI
KHUAL KHAI
KHUP KHAI
KIM KHAI
LAANG KHAI
MANG KHAI
MANG KHAI
NANG KHAI
NGIN KHAI
NGIN KHAI
NGIN 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
THANG KHAI
THANG KHAI
THAWNG KHAI
THIAN KHAI
VUNG KHAI
VUUM KHAI
ZAAM KHAI
ZAM KHAI
ZAM KHAI
ZAM KHAI
MARTIN KHAI GUITE
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
MINUALLAH KHAN
SHEENA KHAN
THAWNG KHAN
PUM KHAN CIN
NASIM KHAN HAZRAT GUL
SHAWALI KHAN ZOI
FAIZULLAH KHAROOTY
THANG KHAT
CING KHAWL
CING KHAWL
CING KHAWN
KAM KHEN
LIAN KHEN
PETER KHEN
THANG KHEN
CING KHO
SO KHO LIEN
NIANG KHOI
CIN KHUAL
DAI KHUAL
HAU KHUAL
KAM KHUAL
KHAM KHUAL
KHUP KHUAL
PAU KHUAL
PAU KHUAL
PAU KHUAL
PETER KHUAL
THANG KHUAL
THANG KHUAL
ZAM KHUAL
CIN KHUP
DAI KHUP
KAP KHUP
KHAI KHUP
KHAI KHUP
LANG KHUP
LANGH KHUP
LIAN KHUP
MANG KHUP
NANG KHUP
NANG KHUP
NANG KHUP
NANG KHUP
NANG KHUP
NGIN KHUP
PAU KHUP
PAU KHUP
PETER KHUP
SUAN KHUP
THANG KHUP
THANG KHUP
THAWNG KHUP
TUNG KHUP
ZEN KHUP
RIAN KIDD
CASEY KIDWELL
SIAN KIIM
BIAK KIL
ANDREW KILGORE
CHIN KIM
CIIN KIM
CIIN KIM
CING KIM
DAI KIM
DIM KIM
DIM KIM
EDWARD KIM
HAU KIM
KANG KIM
KHAI KIM
KWANG KIM
MAN KIM
MANG KIM
NANG KIM
NIANG KIM
NICOLAS KIM
NING KIM
PAU KIM
SIAN KIM
THANG KIM
THANG KIM
THANG KIM
ZAM KIM
ERICA KIMBLE
KENOSHA KINDLE
ALEXANDRIA KING
BRANDY KING
CODY KING
ISSAC KING
STEVEN KING
VICTORIA KING
KORBY KINKADE
NICOLAS KINKADE
ROGER KINKADE JR
PATRICK KINNEY
MISTY KINSEL
TOBIN KINSEY
MANGNEO KIPGEN
JESSICA KIRKLAND
MIRANDA KIRKPATRICK
TIMOTHY KISHPAUGH
TIMOTHY KISSEL
CORY KISSLER
MORGAN KIZER
SPENCER KIZER
JENNIFER KLAASSEN
GREGORY KLAUS
TSOLMON KLEINERT
JOHN KLENE
DANIEL KLINE
JENNIFER KLINKHAMER
SABRINA KLOFT
LUCAS KLUM
ROBERT KNEBEL
ALICIA KNOPIK
ARIELLE KNUDSEN
GARY KNUDSEN
LAURA KNUDSEN
COURTNEY KNUDSON
AYECHAN KO
GEORGE KOESTER
EMANUEL KOLMAN
KINTU KONMAN
BUDDY KONS
MARTIN KOP
TAANG KOP
JS KOSEMOCHEN
CHUNO KOSI
IVAN KOSOVAN
DAVID KOSTA
JOE KOSTER
RONALD KOZLOWSKI
ROBERT KRAFJACK
NICHOLAS KRAUSE
NEBOJSA KRESOVIC
SHOBHA KRISHNASWAMY
MIKHAIL KRUPENYA
ADAM KUBICKI
RAYMOND KUHN
JAY KUS
DAVIS KUSS
LIANA KUSS
CASSY KUYKENDALL
NICHOLAS KUYKENDALL
ALEXANDER KUZNETSOV
AUNG KYI
JACQUELINE KYLES
NGIN LAANG
MARCELINO LABARCA
RONALD LABOUBE
MATTHEW LACEY
BOBBY LACY
CHARLES LAFAYETTE
TYLER LAFAYETTE
BLAKE LAGERS
JANAN LAHPAI
GIANG LAI
THENG LAI
SOPHIA LAIRD
MARK LAKE
THANG LAL
THANG LAL
ZVJEZDANA LALIC
MUNG LAM
ANGELA LAMBERT
ANNETTE LAMBERT
JACOB LAMBERT
CLEMMIE LANDON
JEFFERY LANDRUM
MYOSHIA LANDRUM
DEBORAH LANE
JEROME LANE
GIN LANG
PUM LANG
SUAN LANG
THANG LANG
RILEY LANGDON-CALLAHAN
HAU LANGH
HAWM LANGH
KAMSIAN LANGH
KAP LANGH
THANG LANGH
LUKE LANGSKOV
TREVEON LANIER
SENG LAO
ARTURO LAPARRA
IVAN LAPARRA
SANTA LAPORTE
DANIEL LAPRES
JULIA LAPSHOVA
AMANDA LARANCE
ALONDRA LARIOS BALTAZAR
MARIA LARIOS MUNOZ
VIRGINIA LARRABEE
EVELYN LARSON
DAVID LARUE
HUGH LASATER
SENG LASI SALUPTA
MARCO LASKEY
CHRISTINA LATTANZIO
KATHRYN LAUE
SHAWN LAUSCHER
JENNIFER LAW
DIM LAWH
MAN LAWH
JUSTIN LAWRENCE
STEVE LAWRENCE JR
ASA LAWSON
JEFFREY LAWSON
STEPHEN LAWSON
JEREMY LAY
GELVACIA LAYA
ANH LE
LAI LE
LENDER LEAL
RODNEY LEASY
CATALINO LECLAIRE
LAYSON LEDAY
PETE LEDBETTER
TYLER LEDFORD
ALLEN LEE
LAURYN LEE
NATHANIEL LEE
JEFFREY LEE BRIGHT
MATTHEW LEEPER
ARIEL LEFF
GREGORY LEFFLER
MARK LEHMAN
LUN LEK
LUN LEK
BRANDI LEKBERG
CLIFFORD LEMAY
LAURIN LEMLEY
JAVIER LEMUS RUIZ
EMANUEL LEON
CHRISTIAN LEONARD
LUCAS LEONARD
PAUL LEVENTRY
BEAU LEVI
JACKSON LEWELLEN
ADUNTE LEWIS
ALICE LEWIS
JOSEPH LEWIS
KIMBERLY LEWIS
KRISTIN LEWIS
NATHAN LEWIS
SARIAH 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
GO LIAN
HAU LIAN
HUAI LIAN
ISAAC LIAN
JOSEPH LIAN
KAM LIAN
KAP LIAN
KAP LIAN
KHUAL LIAN
LAL LIAN
LAL LIAN
LANG LIAN
LANG LIAN
MAN 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
VUM LIAN
ZAM LIAN
ZEN LIAN
TUAN LIAN KIM
LAL LIANA
SAWM LIANA
SIAN LIEN
DANIEL LIGON
JAKHYLA LILLY
JAKOREAN LILLY
LAKESHIA LILLY
PING LIN
JAMAR LINCOLN
WILLIAM LIND
FRANK LINDSEY
MISHAELA LINDSEY
KEITH LINKER
DREW LINWOOD
MADELYN LIPPINCOTT
JEREMY LISTER
ALLEN LITTLE
BRIAN LITTLE
JESSICA LITTLEDAVE
EDWARD LITTRELL COLEMAN
SERGEI LITVINOV
ANKICA LIVANCIC
EMILLIC LO
MATEO LOARCA
DERICK LOGAN
BENJAMIN LOGSDON
NICKOLAS LOGSDON
SCOTTY LOGSDON
COURTNEY LONG
RICKY LONG
ALAN LONGWORTH
BENNY LONSDALE
CADE LOOMAN
JASON LOPES
DUSTIN LOPEZ
ESTEBAN LOPEZ
MARGARITO LOPEZ
MARIO LOPEZ
NICELT LOPEZ
REBECCA LOPEZ
ROSA LOPEZ
RUBEN LOPEZ
SEBASTIAN LOPEZ
THOMAS LOPEZ
TIFFANY LOPEZ
JUNIOR LOPEZ AGUILAR
ISELA LOPEZ HERNANDEZ
EDUARDO LOPEZ OLIVARES
JOSE LOPEZ OLIVARES
FREDDY LOPEZ ORTEGA
JUAN LOPEZ ZAMUDIO
BETSY LOR
HEAVEN LORD
CALVIN LOTT
KOLBY LOUIS
DIVAILEEN LOVER
JASON LOVETT
AARON LOWE
CARLOS LOZANO
SIRIA LOZANO GRIMALDI
JORGE LOZOYA
CING LUAN
MICHELLE LUCAS
DANIEL LUCAS IV
DANIJELA LUCIC
GRACIJELA LUCIC
FRANK LUCIO
JUANITO LUCKER
KEITHEN LUCKERSON
JARROD LUDLOW
QUANNAH LUDLOW
TYLER LUECKFELD
DAKOTA LUELLEN
EVELYN LUGO ORTIZ
JORGE LUJAN CARABALLO
JORGHELYS LUJAN GOMEZ
DAWN LUKE
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
TUAL LUN
VAN LUN
VUUM LUN
ANDRES LUNA
CARMEN LUNA
HECTOR LUNA
IZIK LUNA
THANG LUONG
DAKOTA LUSK
THI LUU
JACOB LUZIER
CAROL LUZON PERAZA
BOI LY
CHRISTIE LYLE
SAMUEL LYNCH JR
THOMAS LYONS
HAMSAR MABU
KATHRYN MACARTHUR
HENRY MACHADO
JORDAN MACK
SEAN MACKEN
RUSTIN MACKEY
LARRY MADALONE II
IDIAMOND MADDOX
MYRSON MADDOX
SHAUNTE MADDOX
ALONDRA MADIN
TAZILLE MADISON
DANIEL MADRID
SHAYLA MAFFIT
VERONICA MAGANA
ANALI MAGANA CAMPOS
MARIA MAGDALENA CONTRERAS
DANIEL MAGDALENO
SYDNEY MAGEE
JOHN MAGUIRE
DENA MAHAN
CORY MAHONEY
JAYDON MAHR
TAM MAI
KAYLA MAIN
RANDALL MAIN
EMAM MALAKZAI
ANTHONY MALDONADO
CARLOS MALDONADO
NAFES MALKYAN
LARRY MALONE
JEFFREY MALY
CING MAN
CING MAN
LIAN MAN
NEM MAN
NEM MAN
NIANG MAN
VUNG MAN
VUNG MAN
ZAM MAN
ANGELA MAN CING
TAM MANA
ALEJANDRO MANCILLA
DANIEL MANCILLA
JUAN MANCILLA
MARIA 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
KAI MANG
KAM MANG
KHAM MANG
KHAM MANG
KHAM MANG
KHAN MANG
KHUP MANG
KIM MANG
KIM MANG
LIAN MANG
LIAN MANG
LIAN MANG
LIAN MANG
LINUS MANG
LUN MANG
MAN MANG
NANG MANG
NANG MANG
NANG MANG
NGIN MANG
NGO MANG
NIANG 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
TERENCE MANIS
FILOMINA MANKHIN
LESSIE MANNS
SHANNA MANNS
RODGER MANSFIELD
ERIKA MANTALBAN
EBONIQUE MAPPS
JACKELINE MARCANO
JAMILKA MARCANO
JOVAN MARCANO
ROBERTO MARCELO RODRIGUEZ
ZENAIDA MARCELO RODRIGUEZ
ROBERTO MARCELO SANTOS
APRIL MARGWARTH
PAUL MARGWARTH
MARK MARIANO
ALEXANDRU MARIN-SERGHIE
GLENDA MARISOL PEREZ
ROMERO
ANGELA MARKOVIC
DARRYL MARKS
MAYEGLA MARQUEZ
PILI MARQUEZ
ANGEL MARQUEZ ARGUETA
MARIA MARQUEZ DE GILBREATH
MARIANA MARQUEZ MARQUEZ
AUSTIN MARR
FRANCISCO MARRUFO JR
VICKEY MARS
TRAVIS MARSDEN
HUNTER MARSEY
BILLY MARSH
STACIE MARSH
OB MARSHALL
ANTONIO MARTIN
CARLTON MARTIN
DAVID MARTIN
DIANA MARTIN
DORION MARTIN
JAMES MARTIN
KERRY MARTIN
MICHAEL MARTIN
MICHAEL MARTIN
NARWIN MARTIN
RICHARD MARTIN
THOMAS MARTIN
WILLIAM MARTIN
ASHTON MARTINEZ
CARLOS MARTINEZ
DANIEL MARTINEZ
DAVID MARTINEZ
DAVID MARTINEZ
DESIREE MARTINEZ
EDGAR MARTINEZ
EVA MARTINEZ
JACOB MARTINEZ
JAIR MARTINEZ
JAVIER MARTINEZ
MICHAEL MARTINEZ
OMAHR MARTINEZ
PAUL MARTINEZ
RICHARD MARTINEZ
MARIA MARTINEZ AVILA
REYNA MARTINEZ AVITIA
JAZMINE MARTINEZ ENRRIQUEZ
ALEJANDRO MARTINEZ HAROS
MARIA MARTINS
SADARIUS MARTINS
JOSEPH MASHU
GUL MASHWANI
BEVERLEY MASON
CHRISTINE MASON
DANIEL MASON
JAMES MASON
KRISTIN MASON
FAITH MASSEY
JUAN MATA
MARCELINO MATA
SANDRA MATA
MARIA MATAMOROS PICADO
ZAMKHOZANG MATE
FERNANDO MATERANO
TONY MATHIAS
ELVIN MATHIS
MATTHEW MATHIS
NESER MATONWAAL
JHOJAINNY MATOS GUTIERREZ
DAICHI MATSUOKA
DAIGO MATSUOKA
NICOLE MATTESON
ALLIAH MATTHEWS
ALLISON MATTHEWS
DONALD MATTHEWS
JEREMIAH MATTOS
ANDREW MATZKE
RON MAUCH
CING MAWI
DON MAWI
HANAH MAWI
RAM MAWI
VAN MAWI
VUNG MAWI
PATRICIA MAXIMO
LEONARD MAXWELL
SHANE MAYHUGH
HAYDEN MAYNARD
DESTINY MCAFEE
RICHARD MCANINCH
TINA MCBEATH
JAMES MCBRIDE
CHASE MCCALL
DEANDREA MCCALL
DYLAN MCCALL
BRENT MCCARTY
CRYSTAL MCCAWLEY
CHRISTOPHER MCCLAIN
CHRISTOPHER MCCLAIN
FRANCIS MCCLAIN
KONNER MCCLAIN
RYAN MCCLAIN
TAYLOR MCCLANAHAN
DIRK MCCLELLAN
SUMMER MCCLELLAN
BABETTE MCCOLLOUGH
WALTER MCCOMBS
MICHAEL MCCONNELL
CHRISTOPHER MCCORMACK
DEBRA MCCOWAN
WESLEY MCCOWAN JR
KENDELL MCCOY
ALLEN MCCREARY
MICHAEL MCCUIN
ANNE MCDONALD
JAMIE MCDONALD
BRADEN MCDOWELL
JACK MCEATHRON
BRAYDON MCELROY
NICHOLAS MCELROY
CLAYTON MCFALL
DAKODA MCFARLAND
JOBIE MCGEE
RONNIE MCGEE
RONNIE MCGEE
DARREN MCGINTY
JONATHAN MCGREW
REIS MCGREW
SKYLIR MCGUIRE
JASON MCINTIRE
GLORIA MCKEE
ALYSSA MCKENNA
BRIAN MCKENNEY
LAMAR MCLEMORE
APRIL MCLENDON
MICHAEL MCMILLAN
BARBARA MCMILLIAN
CLEOPATRA MCNAMARA
ALEIA MCNANEY DEVORE
JESSE MCNEIL
THOMAS MCREYNOLDS
TESTINGTON MCTESTER
JOSIAH MEADE
JUSTIN MEADOWS
ANTHONY MEANS
GINA MEANS
SCHUYLER MEANS
ALEX MEDFORD
ALEXZANDER MEDINA
ASHTON MEDINA
BRIANNA MEDINA
CHRISTINE MEDINA
DIANA MEDINA
SARAH MEDINA
EMILY MEJIA OCHOA
CESAR MEJIAS
SULANDER MELENGNA
JORDAN MELTON
WILSON MENAS
DANIEL MENDEZ
DESTINY MENDEZ
SILVESTRE MENDEZ GONZALES
ANGELA MENDOZA
CAMERON MENDOZA
CESAR MENDOZA
KEYLA MENDOZA
LUIS MENDOZA
MARVIN MENDOZA
NELSON MENDOZA NAVARRO
ISIAH MENDOZA-FORSYTH
JUSTIN MENNING
JESUS MERCADO
KEVIN MERIDETH
BILLY MERRELL
JOHNNY MERRELL JR
RYAN MERRITT
MAURICE MERTZ
JOHNNY MERZA
HERNAN MESA SAEZ
REECE MESSMAN
STEVEN METCALF
JENNIFER METCALFE
GINGER METTS
JERRY MEYER
LEAMBER MEYER
BRIAN MEYERS
BRANDON MEZA
ADAM MICHAUD
JOSHUA MIDDLETON
GLENN MILAM
KEILYN MILES
AARON MILLER
ANTONIO MILLER
DARRELL MILLER
PATRICK MILLER
SHELLY MILLER
ELLA MILLIKEN
PHILIP MILLMAKER
STEVEN MILLMAKER
ASHLEY MILLS
JOSEPH MILLS
DEON MIMS
TYRELL MIMS
MIN MIN
JERRIC MINOR
ERNESTO MIRAMONTES
ALFREDA MITCHELL
BRYAN MITCHELL
BRYCE MITCHELL
DALLAS MITCHELL
JEREMY MITCHELL
PORSHA MITCHELL
RACHEL MITCHELL
ROBERT MITCHELL
DAVID MITROFAN
HANNAH MIZELL
ROBERT MOCK
JAY MODISETTE
ATA MOHAMMAD
BAKHTIAR MOHAMMAD
HAJI MOHAMMAD MOHAMMADI
ALI MOHAMMADI
ROMANITA MOJICA
BIASNEY MOJICA CASTANEDA
JOSUE MOJICA TORRES
DANIEL MOLINA
LUIS MOLINA
TEODORO MOLINA
JACOB MONACO
JOSEPH MONDILLO
JOSEPH MONFORTE
JERMAN MONGUE
OFELIA MONREAL
SELENA MONREAL
CARLOS MONROY
DINORA MONROY DE DIAZ
KELLY MONSIVAIS
DANIA MONSIVAIS NAVARRO
KARINA MONSIVAIS NAVARRO
FIORELA MONTANO
NATALIE MONTANO
MAGDALENA MONTOYA TOVAR
ZACHARY MOODY
CLINTON MOORE
CORDELL MOORE
CORY MOORE
HUNTER MOORE
JERRY MOORE
PHILLIP MOORE
TONY MOORE
TREY MOORE
WADE MOORE
ROBERT MOORHEAD
ARCHIE MOOYMAN
ANDREA MORALES
EYNER MORALES
MARIO MORALES
SAUL MORALES CORONA
BRIJIDO MORALES GUTIERREZ
ALFONSO MORAN
DYLAN MORANTES
TONY MOREHEAD
MARCINA MORELAND
ALBERT MORENO
LUKE MOREY
BRIAN MORGAN
ELROY MORGAN
ROBERT MORGAN
JUNIOR MORILLO
FELIX MORONTA
JUAN MORONTA
JUAN MORONTA
GARRETT MORRIS
KATHRYN MORRIS
NORA MORRIS
RICHARD MORRIS
RODNEY MORRIS
NORAH MORRISON
JAMES MORROW
MICHAEL MORROW
STEFAN MORROW
ROBERT MORTENSEN-PRINCE
SYDNEY MORTON
COLTON MOSELEY
MANX MOSES
BERNARD MOSS
CHRIS MOSS
DESMOND MOSS
DUSTIN MOSS
TAMMY MOSS
PHILLIP MOSS JR
CLAYTON MOTE
SALIM MOUAWAD ZAMMAR
KACIE MOUGHON
KAM MUAN
PASIAN MUAN
THAWNG MUAN
CIIN MUANG
CING MUANG
DAVID MUANG
KAM MUANG
KHUAL MUANG
KHUP MUANG
THANG MUANG
ZAM MUANG
NATHAN MUILENBURG
REBECCA MULHOLLAND
ALONZO MUMPHREY
DEWAYNE MUMPHREY
THANG MUN
THANG MUN
CIN MUNG
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
LANG MUNG
LANG MUNG
LIAN MUNG
NANG MUNG
NANG MUNG
NGIN 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
TUAL MUNG
ZAM MUNG
ZO MUNG
CESAR MUNIVE
NATALIO MUNIZ
TYLER MUNIZ-WEWA
THANG MUNKHUP
JESUS MUNOZ
SONIA MUNOZ TELLEZ
ELIZABETH MUNROE
AARON MUNTZ
JEFFREY MURDOCK
BREANNA MURO
GEORGE MURPHY
AUDIE MURRAY
LARRY MUSGRAVES
MATTHEW MUSGROVE
MA MUSHRUSH
JOHN MUTANDA
JOSEPH MUZIKA
CHAN MYAE AUNG
KYLE MYER
CAROLYN MYERS
DANIEL MYERS
JUSTIN MYERS
TRECOL MYERS
YEE MYINT
STEPHEN MYLES
KUNI MYO
MANHNWIN NAING
SAW NAING
CRISTIAN NAJERA OLIVAN
ALEX NAMBO-MARTINEZ
PAU NANG
PAU NANG
THOMAS NANG
TUN NANG
NATHANIEL NAPYER
COTEY NARON
MYLESS NARRUHN
NOORY NARTIN
JAMES NASH
AUSTIN NATION
THANG NAULAK
ZAM NAULAK
FRANCISCO NAVA
JOSE NAVA
MARIA NAVA
MARIA NAVARRETE
MICHAEL NAVARRETE
DARWIN NAVARRETTE
CINTHIA NAVARRO
JARED NAVARRO
NICOLAS NAVARRO
STHEFANY NAVARRO
BAWK NAW
KHAUNG NAW
LIAN NAWL
SAID NAZARMOHMAD
ANDRE NEAL
CLAYTON NEAL
DEVERICK NEAL
MARIA NEI THIEM
TROY NEIBER
NIANG NEL
ERIC NELSON
JASON NELSON
JONATHAN NELSON
MADISON NELSON
MICHEAL NELSON
TREVOR NELSON
CING NEM
DIM NEM
TUAL NEM
DEI NENG
N NES SIECH
JOSHUA NETTEN
SETH NETTEN
ROY NEWBERG
ICSHA NEWSOME
MARKEITH NEWSOME
ROBERT NEZ
NUAM NGIN
ZAM NGIN
ALVIN NGIRATEBL
EN NGO
KRISTOPHER NGO
NANG NGO
PAU NGO
BICH NGUYEN
HUNG NGUYEN
HUU NGUYEN
MINH NGUYEN
SAU NGUYEN
TAM NGUYEN
THI NGUYEN
TUONG NGUYEN
VIET NGUYEN
CING NI
CIN NIANG
CING NIANG
CING NIANG
CING NIANG
CING NIANG
CING NIANG
CING NIANG
CING NIANG
DIM NIANG
DIM NIANG
EN NIANG
EN NIANG
GIN NIANG
HAU NIANG
KAP NIANG
KHAN NIANG
KHEM NIANG
KIM NIANG
LAM NIANG
LUN NIANG
NEM NIANG
NGO NIANG
NUAM NIANG
PUM NIANG
TUAL NIANG
VUNG NIANG
VUNG NIANG
VUNG NIANG
MUNG NIANGBAWL
JACOB NICHOLS
MITCHELL NICHOLS
AARON NICHOLSON
JUSTIN NICHOLSON
NATHAN NICHOLSON
JORGE NICOLAIDE
SELENA NICOLE VILLEGAS
NOUNG NIE
TRAVIS NIEDERHOFER
HALEY NIELSEN
BRANDY NIETO
EMILY NIETO
THANG NING
ZAM NING
ATINIAR NISIUO
CING NO
CING NO
CING NO
CING NO
MAN NO
NIANG NO
JACOB NOE
CHRISTOPHER NOEAR
PATRICK NOLL
SHABA NOOR AFGHAN
SAIFULLAH NOORISTANI
COLLIN NORDBY
BRANDON NORDSTROM
WILLIAM NORFLEET
ANTHONY NORRIS
DAVINA NORRIS
FISHER NORTON
SALYER NORTON
JERRY NOWEL
TUMAI NPAWT
NGIN NTEM
KIM NU
KIM NU
SEN NU
CIIN NUAM
CING NUAM
CING NUAM
CING NUAM
CING NUAM
CING NUAM
HAU NUAM
LAWH NUAM
NGIN NUAM
NING NUAM
NING NUAM
THANG NUAM
CING NUAMBOIH
MACI NUGENT
RAHMAT NUMAN
ANGEL NUNEZ
DENISE NUNEZ
JHOANA NUNEZ
EDUARDO NUNEZ MALPICA
NGIN NUNG
NAI NYAN MON
NEVEAH O’DELL
FAITH OAKS
MICHAEL OBRIEN
ALEXIA OCAMPOS
CARLO OCANA
THOMAS ODOM II
ALEXANDER OFOSU
WYATT OGLE
CHRISTOPHER OGLESBY
BRANDON OHARA
BREE OHARO
JENNAH OHLDE
KAI OJALA
TYESHA OLDEN
MARIA OLIVA GUTIERREZ
ANTHONY OLIVARES
ERICK OLIVAS VALERIO
BRYSTON OLIVER
MELCHOR OLIVERA-ORTEGA
JAMES OLSEN
ERIC OLSON
KEVIN OLSON
ALEXIS OLVERA
ARISTOTELLY OLYMPIADIS
DIANE OMALLEY MYERS
JAMES ONEILL JR
PROVINA ONOPWI
PAUL ONYENEHO
GRASITER OO
SAW OO
TIN OO
WAI OO
AVERY OPPEGARD
MISTY OQUINN
ASCENCION ORELLANA ERAZO
DELISSA ORNELAS
RACHEL ORONA
BULMARA OROZCO
ELISA OROZCO
ESMERELDA OROZCO
JOSE OROZCO
LETICIA OROZCO
ESTEBAN ORTEGA RODRIGUEZ
JORGE ORTIZ
JOSE ORTIZ
JULIAN ORTIZ
SAUL ORTIZ
PATRICK OSBORNE
JACINTA OSOMAI
LENA OSS
CHRIS OSSIG
VERONICA OSTAPOWICH
WUILLIAN OSTOS
ABIGAIL OTT
JENNIFER OVERMEYER
KEVIN OWEN
BOBBY OWENS
JOHN OZBUN
GO PAA
MIGUEL PABON
YAJAIRA PACHECO
DAVID PACQUETTE
HAKIM PAEE KHAN
AUSTIN PAINTER
MARIA PALACIOS
CODY PALMER
TINA PALMER
RUBI PALOMINO GONZALEZ
MARIO PANDO
SIRVINCENT PARAMORE
ROBERT PARANG
JORDY PAREDES
HEIDI PARK
BILLY PARKER
BRIANNA PARKER
GOLDIED PARKER
JAKE PARKER
MICHAEL PARKER
SARAH PARMELEE
BRENDA PARRA
VICTOR PARRA JUAREZ
GUADALUPE PARRA MARQUEZ
GAVIN PARRISH
HARRY PARRISH
LAURA PARTIDA
FRAY PARTIDAS
ANDRES PARTIDAS AGELVIS
ANNEL PARTIDAS PAZ
FASIHULLAH PASHTANA
LESLIE PASZTOR
JASON PATE
THOMAS PATE
CALEB PATERIK
AEVA PATRICK
PAUL PATTERSON
SHAQUELLA PATTERSON
CARL PATTON
CEDRIC PATTON
JAELYNE PATTON
ORIE PATTY
CIN PAU
CIN PAU
DAI PAU
DAL PAU
DAL PAU
DO PAU
EN PAU
GIN PAU
KAI PAU
KHAWM PAU
KHEN PAU
LANG PAU
MUNG PAU
NANG PAU
NANG PAU
NENG PAU
ON PAU
PETER PAU
PUM PAU
SUAN PAU
THANG PAU
THANG PAU
TUAL PAU
TUNG PAU
ZAM PAU
ZAM PAU
LANGH PAUGUITE
TERESA PAUL
SAW PAW
CARLOS PAZ RINCON
JONATHAN PEARCE
DENISE PEARSON
DEANA PECK
CORY PEDERSEN
KARL PEELER
DAMON PELUCHETTE
DANNY PENA
JUAN PENA
ARTHUR PENNINGTON
BONNER PENNINGTON
SHAMATA PENTECOST
KENDALL PEOPLES
QUINYCIA PEOPLES
QUNICY PEOPLES
ABEL PERALTA
JORGE PERAZA
MOISES PERAZA LOPEZ
ROSALINA PERDOMO PERDOMO
JOSEPH PERDUE
ANDREA PEREZ
BLAZE PEREZ
CARLOS PEREZ
DIANA PEREZ
DOMINIK PEREZ
JESUS PEREZ
JOE PEREZ
LEYBIS PEREZ
RAFAEL PEREZ
SAHRAI PEREZ
SERGIO PEREZ
TULIO PEREZ
VICTOR PEREZ
PERLA PEREZ ARIAS
CHRISTIAN PEREZ GUTIERREZ
LUIS PEREZ MEJIA
PEDRO PEREZ PAEZ
FRANCISCO PEREZ SANCHEZ
DANIEL PEREZ-HERNANADEZ
JOHN PERKINS
MARQUIS PERKINS
ANTHONY PERRY
MILES PERRY
DAVID PERRYMAN
MATTHEW PESCHONG
TAIPO PETER
AUSTIN PETERS
BRITANY PETERSON
HUNTER PETERSON
JEFFREY PETERSON
TIMMY PETERSON
TESSA PETRY
DANIEL PEURIFOY
ALEX PFEFFERKUCH
HUY PHAM
LINH PHAM
QUOC PHAM
PHUOC PHAN
NAW PHAW
LIANKHAN PHAWNG
SANTINO PHILLIP
TWINSON PHILLIP
NATHANIEL PHILLIPS
TROY PHILLIPS
CIN PI
HAU PI
HAU PI
HAU PI
HELEN PI
KHUAL 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
LIAN PIANG
SUAN PIANG
THANG PIANG
THANG PIANG
THANG PIANG
VAN PIANG
CHRISTOPHER PICKENS
DEVOTRICK PICKRON
HILARIO PIEDRA
JOHNSON PIERRE-LOUIS
ANDREW PIETROMONACO
CIN PII
JOHN PIKE
TONY PILAND
CALEB PILLADO LEON
DAVID PINALES
GAEL PINEDA
MIGLANIA PIRONA GONZALEZ
DOMINICK PITCHFORD
DINATO PITTMAN
HAROLD PITTS II
CANDY PITTSER
CARLOS PLACENCIA
LESLEY PLASCENCIA
YOANA PLASCENIA
EMILIA PLATA VASQUEZ
STORM PLEDGER
AMBER PLOIUM
ELISHA PLUMMER
MICHEAL PLUMMER
RANDALL PLUSH
JASON POBLETE
KEITH POBUDA
KEVIN POBUDA
SUSANNE POINDEXTER
BASANT POKHREL
RENU POKHREL
GEORJANNA POKORNEY
AUBREY POLK
JANICE POLK
AKEEM POLLARD
MILTON POLLOCK
TAYLOR POMAVILLE
JOEL PONCE VIDALES
MARK POOL
RODNEY POPE
LUIS PORSALLU
CHRISTOPHER PORTER
CHRISTOPHER PORTER
ERIKA PORTER
JAMES PORTER
JENNIFER PORTER
RAMONDA PORTER
ELVIA PORTILLO
LOUIS POTTER
ASHLEY POWELL
CHARLES POWELL
DEMYKLE POWELL
DENNIS POWELL
MARIAH POWELL
RUDY POWELL
BOYD POWLISON
MICHAEL POYNTER
JOSE PRADO
KENNETH PRENTICE JR
DANIEL PRESSLER JR
ANGELICA PRICE
LEON PRICE
MICHAEL PRIESTER II
ERIN PROCHAZKA
STEPHEN PRUITT
CIN PU
KHAI PU
KHAM PU
LIAN PU
MANG PU
MANG PU
MUANG PU
SING PU
CALEB PUDDEN
LINO PUENTES
ALMA PUGA
THANG PUI
ALEJANDRA PULIDO
KAM PUM
CAMERON PUMPHREY
THAWNG PUN
JEFFREY PURKERSON
COREY PURVIS
HNIN PWINT PHYU
JOHN QUANG
TY QUINNEY
BRENDA QUINTANILLA GARCIA
GINNETH QUINTERO PIRELA
MELISSA QUIROZ
WASEL QURAISHI
FATIMA RACHU
JOHNATAN RACHU
MARIA RACHU
VINA RACHU
VINCENT RACHU
KELSIE RACKLEY
ABDUL RAHMAN DILSOZ
RETSIAN RAIN
JOSEPH RAINBOLT
PATTI RAINS
DAHLIA RAINWATER
LANDON RAKE
DEE RAM
BRIAN RAMBO
SUSAN RAMBO
ALICIA RAMIREZ
ANGEL RAMIREZ
EDGAR RAMIREZ
ERNESTO RAMIREZ
EVA RAMIREZ
JESUS RAMIREZ
MARTINELLY RAMIREZ
PATRICIA RAMIREZ
RIGOBERTO RAMIREZ
JOSE RAMIREZ GALVAN
ENRIQUE RAMIREZ MORALES
PATRICIA RAMIREZ NAVARR
MANUELA RAMIREZ SOBERANIS
WALTER RAMOS
GERMAN RAMOS ALONSO
SIMON RAMOS ALVAREZ
MANUEL RAMOS PINO
FRANCISCO RAMOS-RODRIGUEZ
MARCUS RAMSEY
THERESA RAMSEY
HEIDI RAMZEL
KARLY RANCK
CAMERON RAND
COREY RANDALL
JEFFREY RANDALL
TIMOTHY RANEY
MIRIAN RANGEL
DANIEL RANGEL GONZALEZ
JOHNATHAN RASH
PATRICK RASPBERRY
DELMEKKO RATLIFF
ROBERT RATLIFF
TOMMY RATLIFF
ANDREW RAUCH
RYAN RAUSCH
PSHANA RAY
BRYCE RAYBON
PERSON RAYMOND
JAVIER RAYO
THOMAS READ
JOHN REASOR
FLOR REBOLLAR
DAVID RECCA
ELIZABETH RECORD
IVY RECORD
DOMINICK REDD
BERNASKO REDDIC
SHAGLENDA REDDIX
TIMOTHY REDFERN
AUSTIN REED
JOHN REED
MICHAEL REED
CHARLES REESE
CLINTON REESE
KEITH REESE
WENDY REEVES
MA REFUGIO GONZALEZ
HERNANDEZ
ETHAN REICHERT
JOHN REID
RAMIRO REINA
DEYVID REINOZA DI CIOCCIO
CORY REITER
JOSE REMIGIO
RENCHENINA RENCHY
DAVID RENFRO
MICHAEL RENIGAR
NANCY RENTERIA
MIGUEL RENTERIA MOJARRO
JAKOB RESSLER
ARIN RETAN
TRAVIS REVELL
KAREN REVUELTA
ANA REYES
CLARA REYES
KALYN REYES
LA REYES
PABLO REYES
SONIA REYES
AGUSTIN REYES JR
GABRIEL REYNA
STACIE REYNA SALAS
CHRISTOPHER REYNOLDS
JOSHUA REYNOLDS
QUINN REYNOLDS
ERENDIRA REYNOSO
GUSTAVO REYNOSO
JAVIER REYNOSO
JAVIER REYNOSO URIETA
DANIEL RHOADES
EFFIE RHODES
JEFFREY RHODES
MARIE RICHARD
JONATHAN RICHARDS
GILDA RICHARDSON
HOBERT RICHARDSON
PRECIOUS RICHARDSON
SHEILA RICHARDSON
CASEY RICHESIN
ROBERT RICHEY
NICHOLAS RICHTER
BRIAN RICKETT JR
ANYLA RICO
FELIP RICO
RANDALL RIDENOUR
ANGELA RIDEOUT
COREY RIDER
TYLER RIDGEWAY
TONYA RIEGER
JPAUL RIKAT
JACOB RINGGOLD
ISAAC RINKE
JOSH RINKE
MICHAEL RIOS
MARTHA RIOS DE PAZ
DINA RISING
CORY RISINGER
HILLARY RITE
ROGER RIUTTA
VILMA RIVAS SANCHEZ
CARLOS RIVERA
RAMON RIVERA
SIGFREDO RIVERA
MELISSA RIVERA CRUZ
JUAN RIVERA MUNOZ
ELIZABETH ROBBINS
TERRI ROBBINS
TERRESY ROBERT
JAYMIE ROBERTS
AMIYA ROBERTSON
APRIL ROBERTSON
TRAVASIL ROBERTSON
AUSTIN ROBINSON
BYRON ROBINSON
DEARLD ROBINSON
EZEKIEL ROBINSON
DAVID ROBINSON JR
JEREMIAH ROBISON
ABRAHAM ROBLES
CIRILO ROBLES AMBRIZ
ROBERT ROBNETT
MARIO ROCHA
ALANA RODGERS
BRAD RODRIGUES
ALYSSA RODRIGUEZ
BALDOMERO RODRIGUEZ
DANIEL RODRIGUEZ
DAVIANA RODRIGUEZ
EMILIANO RODRIGUEZ
EULALIO RODRIGUEZ
EVELYN RODRIGUEZ
HECTOR RODRIGUEZ
HECTOR RODRIGUEZ
ISAIAS RODRIGUEZ
JESUS RODRIGUEZ
JOSEFINA RODRIGUEZ
MARIA RODRIGUEZ
MARIA RODRIGUEZ
MARTINA RODRIGUEZ
NATHAN RODRIGUEZ
NELSON RODRIGUEZ
PABLO RODRIGUEZ
RAUL RODRIGUEZ
RAUL RODRIGUEZ
REBECCA RODRIGUEZ
RICARDO RODRIGUEZ
YUSMARY RODRIGUEZ
ESTEPFANI RODRIGUEZ LOPEZ
SALVADOR RODRIGUEZ ORTIZ
ALESHA ROESCHKE
BRIAN ROGERS
DERRICK ROGERS
DON ROGERS
DYLAN ROGERS
TONY ROGERS
NANG ROI
IVAN ROJAS
JOSE ROJAS
LIDIA ROJAS
ROSA ROJAS
GABRIEL ROJAS DAVILA
ROGELIO ROJO
WESLEY ROLLINGS
ANTHONY ROMERO
DANIEL ROMERO
PAULINA ROMERO
TONY RONGEY
FASTER ROOSEVELT
MAKINTA ROOSEVELT
CHRISTOPHER ROPER
ROYCE ROPER
STANLEY ROQUEMORE
OSCAR ROSA
BRANDON ROSALES
JOSE ROSALES
OMAIRA ROSALES
CORTNEY ROSE
REAGAN ROSELL
STEPHANIE ROSELL
ROBERT ROSENCUTTER
ANGELA ROSS
JONATHAN ROSS
RICHARD ROTH
WILLIAM ROTHE
FINIKSIANO ROUND
LANDYMENTA ROUND
MICHELLE ROUSSEAU
ERIC ROUTT
VIRGINIA ROWLEY
STEVEN RUDER
ANDREW RUFNER
RYAN RUGGLES
JASON RUHL
CARLOS RUIZ
DANIEL RUIZ
LILIANA RUIZ
MA RUIZ ORTEGA
JOE RUSHING
DALON RUSK
LADAYSHA RUSS
BRIANA RUSSELL
DERICK RUSSELL
GWENETH RUSSELL
KARISSA RUSSELL
RILEY RUSSELL
WILLIAM RUSSO
KANDIS RUTLEDGE
MARK RUTTAN
BRIAN RYAN
LISA RYAN
SLAVIC RYCHKO
RAFIK SAAD
SA SAAN
DAL SAANG
TRISA SACK
MOHAMMAD SADAR
ASADULLAH SADIQ
RASOOLDIN SADIQ
LINDSEY SADLER
ABDUL SAEEDE
KARINA SAENZ ACOSTA
CESAR SAENZ RODRIGUEZ
SHIR SAIL
PON SAIM
MOHAMMAD SAKHIZADA
RAEES SALARZAI
DANIEL SALAS
ABELINO SALAZAR
CHRISTOPHER SALAZAR
DAVID SALAZAR
JUDITH SALAZAR
NOAH SALAZAR
MONICA SALAZAR ALVAREZ
JOHANNA SALAZAR CEDENO
MARIANGEL SALAZAR GONZALEZ
JORGE SALAZAR MARTINEZ
JORGE SALAZAR SOARES
BRISA SALCEDO
FERNANDO SALDANA
DAVID SALDIVAR
MARIA SALDIVAR
MIGUEL SALDIVAR
VICTOR SALDIVAR
JOSE SALDIVAR OROPEZA
DAVID SALEGO
NAEL SALEM
BRANDON SALGADO
RICARDO SALGADO
DIANA SALINAS
CARSON SALSBURY
SHAE DANIELLE SALYER
KENNEDY SALYERS
IM SAMMY
IOMITA SAMMY
MARLEEN SAMMY
CIIN SAN
ESTHER SAN
KIM SAN
JOHNY SANABRIA
ROBERTO SANABRIA
ADRIAN SANCHEZ
ALEXANDER SANCHEZ
BEATRIZ SANCHEZ
CRISTAL SANCHEZ
DARIANA SANCHEZ
ESMERALDA SANCHEZ
FILIBERTO SANCHEZ
JEREMY SANCHEZ
JERSON SANCHEZ
JOYCE SANCHEZ
MAYRA SANCHEZ
OCTAVIO SANCHEZ
ZADY SANCHEZ
ANDREINA SANCHEZ BOLIVAR
ANTONIO SANCHEZ-GIRON
DEVIN SANCHO
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CASEY SANDERS
MASON SANDERS
KENIA SANDOVAL
MARCUS SANDOVAL
ANTONI SANDOVAL VARGAS
SHANNON SANDRIDGE
VASILE SANDUTA
VIORICA SANDUTA
TRAVES SANDY
CIN SANG
LIAN SANG
MANG SANG
PAU SANG
PAU SANG
RAIS SANGEEN
KAYTLYNN SANGER
LAL SANGI
WILLIAM SANGSTER
CARLOS SANTANA GARZA
ANDRES SANTAROMITA
ENRIQUE SANTELLANO
GUSTAVO SANTELLANO
WENCESLAO SANTIAGO
BRYAN SANTIAGO BARRERA
JAIMYNA SANTIER
NADELIN SANTOS
STACY SANTOYO
ANGELINA SANTOYO DE FARFAN
GUADALUPE SANTOYO LOPEZ
WILLIAM SAPP
NANG SAR
JANGIZ SARDAR SUBHAN
HASEEBULLAH SARWARI
JEREMY SASSER
LUIS SAUCE
ELIAS SAVAGE
ANGILO SAVILLE
ERICK SAWYER
KALEB SAXON
ABDUL SAYEED SAEEDE
BRYAN SCANLON
JORDAN SCARANGELLA
NICHOLAS SCHAETZ
SHANE SCHAMING
ARYN SCHAUMANN
HEAVIN SCHIEBERL
BRAYDEN SCHIEL
ISAAC SCHLENBECKER
JARON SCHLICHTING
JACOB SCHMUCKER
DAVID SCHNEIDER
MARK SCHNEIDER
CONNOR SCHOENE
VALERIJA SCHREINER
AUSTIN SCHROEDER
JAMES SCHUETZE
STEVEN SCHWAB
DUSTIN SCHWANKE
MARK SCOFIELD
JERRY SCOTT
JORDAN SCOTT
KYLEIGHA SCOTT
KYVEN SCOTT
TAKODA SCOTT
G SCOTT HAMILTON
TAIYENA SCOTT-PEDRAZA
RONA SEAGO
DAVID SEAMAN
SOVATNITA SEAMAN
RYAN SECHELSKI
JAVIER SEDANO
JACOB SEDLAR
JOSEPH SEDLAR
JONATHAN SEEFELDT
ALONDRA SEGOVIANO
HOU SEI
THONG SEI
JOHN SEIBERT
ALEXA SEIDEL
MARCUS SEIP
JAMIE SELF
SETH SELF
DIM SEN NUAM
MICHAEL SENTZ
BRYAN SEPER
ALEXANDER SERENO
LENNY SERMANYOUNG
ANNETTE SERNA
LENNYN SERRANO
ADAM SHADER
ADRIAN SHAFER
CAITLINN SHAFER
JACOB SHAFER
AMIR SHAFIE
ZARMEN SHAH SHINWARI
RODNEY SHAHAN
ROBERT SHANDS
INHA SHAPOVALOVA
ROBERT SHARP
MATTHEW SHAUB
THOMAS SHAW
TRENT SHAW
KHAIR SHEER MOHAMMAD
ROCKY SHEFFIELD
THOMAS SHELLEY
JASON SHELTON
VASILIY SHEMEREKO
CHELSIE SHEPHERD
LARRY SHEPHERD
CHRISTIAN SHERIDAN
NADAR SHINWARI
SHAIHID SHINWARI
JULIE SHIREY
JASON SHIRTS
WESTLEY SHOEMAKE
ATHENA SHONE
RAYMOND SHUNOWSKI JR
MAW SI
CING SIAM
CING SIAM
NAA SIAM
NANCY SIAM
ZAM SIAM
CIIN SIAN
ON SIAN
PAU SIAN
BANG SIAN KHUAL TAWNG
CING SIAN LUN
RICHARD SIERS
ANA SIGALA
CINDIA SILLEM
EMANUEL SILVA
JOSUE SILVA
LONNIE SILVA
JESUS SILVA CHACON
JESUS SILVA DUQUE
ROBERTO SILVA RUVALCABA
JASON SILVAR
MARK SIMILA
JASTER SIMINA
BLAINE SIMMONS
CHARLES SIMMONS
MICHAEL SIMMONS
TYREC SIMMONS
SHAYLA SIMMS
WILLIAM SIMONTON
DWAYNE SIMPSON
KYLE SIMPSON
MARSHAUN SIMPSON
ANTHONY SING
DAL SING
DAL SING
DAL SING
DO SING
PAU SING
THANG SING
THAWN SING
BRANDON SINGENES
STEVEN SINGLETON
ELIZABETH SINGLEY
BRYAN SINOR
ADRIANA SIPES
SARAH SIPIA
AUDREY SISSON
MICHAEL SITTERLY
LEE SKAGGS
JASON SKINNER
KATELAND SLATER
MATTHEW SLATON
IAN SLATTERY
RICO SLATTERY
ANDREW SLAVENS
MARY SMALL
LAWANDA SMALLEY
AARON SMITH
ALEC SMITH
ANDERA SMITH
CLAYTON SMITH
COLE SMITH
DAVID SMITH
DAVID SMITH
DAVID SMITH
DAWN SMITH
DIAMOND SMITH
GRAYHAWK SMITH
JORDAN SMITH
KATHERINE SMITH
KAVASIA SMITH
KENNETH SMITH
KERRY SMITH
KYLE SMITH
MARK SMITH
MORGAN SMITH
NATHANIEL SMITH
RENALDO SMITH
TONY SMITH
VALERIE SMITH
WILLIAM SMITH
DAVONNA SMITLEY
JACINTA SNAL
BRANDY SNIDER
STEPHEN SNIDER
DEBERTRAM SNODDY
JOSHUA SNOW
ROGER SNOW
ANTONIO SOARES
BADDY SOCHIRO
KYAW SOE
YENNIS SOLANO
JOSE SOLARES
NEMISIA SOLIS
VERONICA SOLIS
EDDUIN SOLZANO
KELLY SONGER
BRADLEY SOOTER
MARIAH SORRELS
BENDY SOTEN
MARIELA SOTO DE DIAZ
CLENT SOUTHERLAND II
CARRIE SOUTHERN
KEVIN SOUVANNASING
DENNEY SOWDER
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JAMES SPENCER
JAMESON SPIRES
JOHN SPOONER
CECIL SPRY
COURTNEY STACEY
BARBARA STAGGERS
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LAWANA STANE
BRENT STANLEY
KIENDREA STANLEY
JAREN STANSELL
TERRY STAPLETON
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KAVONTAE STARLING
NEGRIL STARLING
JAMES STASZKO
JAMES STASZKO
LACEY STEADMAN
JOELLE STEEVES
SPENCER STEFFEY
TREVOR STENCIL
AREST STEPHEN
ARES STEPHENS
MARSETTE STEPHENS
MELVIN STEPHENS
CHARLES STEPHENSON
BRYCE STEVENS
JEREMY STEWART
NICHOLAS STEWART
RICHARD STEWART
RICHARD STEWART
CHRISTOPHER STICH
DAVID STIEWE
AUSTIN STILES
CHARLES STINECIPHER
BRENT STOCKTON
JOEL STOCKTON
JACOB STODDARD
ASHLEY STOKELY
DONTA STOKER
AUSTIN STOKES
LARRY STOKES
ALLEN STONE
DYLAN STONE
ROBERT STONE
YARITZA STONE
TIMOTHY STOUT
JULIAN STRADER
MICHAEL STRAPASON
JAY STRATTON
STACEY STRATTON
MICHAEL STRAUB
MICHAEL STREIT
ROBERT STROH
CAMERON STULTS
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GREGORY STUTSMAN
JULIA STWYER
NATHAN STWYER
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KIM SUAN
LANG SUAN
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THANG SUAN
THANG SUAN
VUNG SUAN
ZAM SUAN
PAUL SUAN MUNG
TREVER SUAREZ
KAMRIN SUBICA
LELAND SUBICA
STEVEN SUBIN
ANSER SUDA
NU SUI
DEIH SUKZO BAWMKHAI
EMMA SULLIVAN
MAISON SULLIVAN
DAVID SUM
GIN SUM
HAU SUM
KAP SUM
MANG SUM
NGIN SUM
WA SUM
PETER SUMMANG
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LADDIE SUMTER JR
DEVON SUNDY
EMILIO SUNIGA
ANDREW SUPPAH
TIMOTHY SURGEON II
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CHRIS SWARR
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JACK SWEET
JOHNATHAN SWEET
GREGG SWENSEN
AMANDA SWIFT
CHAD SWIFT
KINOMIE SYHO
LILLY SYLVESTER
SAW TA LEL
CODY TABOR
MANG TAL
MOSES TALAMANTE
JEFF TALLEY
SHANIA TALLEY
TYLER TALLMAN
KIEYONTRE TALLY
GEORGE TALUGMAR
JORDAN TAMEZ
AJMAL TANAI WAL
NELLIE TANEWASHA
MINH TANG
DTHAWN TANGPUA
WAHAB TANHA
JOHN TANNER
KEITH TANNER
TRENT TAORMINA
DULCE TAPIA
ISRAEL TAPIA
MARTIN TAPIA CARVAJAL
YOSELYNE TAPIA GONZALEZ
WHITNEY TAPP
HAROLD TARALA
ABDUL TARIN
NOOR TARIN
NORIANN TARO
ARSINO TARRY
RICK TATE
LARRY TATE JR
JON TATUM
MALIK TATUM
TYRONDA TATUM
CING TAWI
KHAI TAWNG
THANG TAWNG
ADRIAN TAYLOR
AHTEUHNA TAYLOR
BEVERLY TAYLOR
CODY TAYLOR
ERIC TAYLOR
GRAHAM TAYLOR
ISAILYNN TAYLOR
JASON TAYLOR
JESSICA TAYLOR
JOSHUA TAYLOR
KEVIN TAYLOR
REBECCA TAYLOR
ROSEANN TAYLOR
TIMOTHY TAYLOR
JACOB TEAGUE
NICHOLAS TEAGUE
KEVIN TEAKELL
ROBERT TEIS
DENNIS TELLEZ
JASON TENDERELLA
NGIN TENG
DELBERT TENNISON
ESSENCE TENNISON
MERCEDES TENNYSON
RAY TENRY
MAYKER TERAN
BRYAN TERRAZAS
JONATHAN TERRAZAS
JORGE TERRAZAS-MEDINA
DEMETRIUS TERRONEZ
NICKALAS TERRY
SHANNON TERRY
TODD THACKER
AUNG THAIK
THAN THAN AYE
CIN THANG
CIN THANG
DAI THANG
DAL THANG
DO THANG
DO THANG
GEN THANG
GIN THANG
GO THANG
GO THANG
GO THANG
HAU THANG
HAU THANG
HAU THANG
KAM THANG
KAM THANG
KAM THANG
KHAI THANG
KHAM THANG
KHUP THANG
KHUP THANG
KHUP THANG
LAM THANG
LAMH THANG
LANG THANG
LANGH THANG
LIAN THANG
LIAN THANG
MANG THANG
MANG THANG
MANG THANG
NGIN THANG
NGUN THANG
PAU THANG
PAU THANG
PAU THANG
PAU THANG
PAU THANG
PAU THANG
PAU THANG
PAU THANG
PIANG THANG
SAN THANG
SUAN THANG
VIAL THANG
ZAM THANG
ZAM THANG
ZEN THANG
LIAN THANG LAM
JOHN THANG MANG
GINDEIH THANGHATZAW
SALEM THAR
GIN THAWN
KHAI THAWN
SING THAWN
SUAN THAWN
THANG THAWN
THANG THAWN
NI THAWNG
NAW THEIN
JOSEPH THERRIEN
KO THET
NAWSAN THIDA
BRADLEY THOMANN
DEQUISE THOMAS
DERRICK THOMAS
MICHAEL THOMAS
SCOTT THOMAS
SETH THOMAS
TORRI THOMAS
YOLANDA THOMAS
ALVIN THOMPSON
BRITTANI THOMPSON
COREY THOMPSON
JESSE THOMPSON
JOSEPH THOMPSON
KEWAN THOMPSON
KOLDE THOMPSON
MICHAEL THOMPSON
REBECCA THOMPSON
SHAWN THOMPSON
XAVIER THOMPSON
TAYLOR THORNBURG
MYA THU
KHOI THUANG
JAMES TICHENOR
TED TIGER
VICTORIA TILLEY
ATSITA TIMOTHY
TS TIMOTHY
GO TIN
MARY TITTLE
THAWNG TLUANG
WILLIAM TOBAR
MATTHEW TOBOLSKI
BENJAMIN TODD
TRAVIS TODD
HAROLD TOERCK
SKYE TOINESHEA PICKRON
ADOLFO TOLEDO BARRERA
SIANA TONGOMI
ARIANY TORRES
DAVID TORRES
JAHIR TORRES
JESUS TORRES
ZAMKHUP TOUTHANG
FRANKLIN TOVAR
TIRSO TOVAR
CODY TOWNSON
BINH TRAN
CONG TRAN
THI TRAN
THI TRAN
TUONG TRAN
VAN TRAN
AARON TRANTHAM
MASON TRASK
LUCAS TREIHAFT
DOUGLAS TREISCH
PABLO TREJO
RUDY TREJO
DIANA TREVINO
DYLAN TRIMBLE
ERIK TRIMNELL
TYLAR TRIMNELL
DANIEL TRIPP
KEVIN TRUELOVE
RICHARD TRULL
LAYNE TRUMAN
VLADYSLAV TSYMER
MANG TUAL
NGIN TUAN
CIN TUANG
CIN TUANG
DAI TUANG
DAL TUANG
GAL TUANG
GIN TUANG
GIN TUANG
GIN TUANG
KAM TUANG
KAP TUANG
KHAI TUANG
KHEN TUANG
NENG TUANG
PAU TUANG
PAU TUANG
PROTUS TUANG
PUM TUANG
SAMUEL TUANG
SING TUANG
SUAN TUANG
THANG TUANG
THANG TUANG
THANG TUANG
THANG TUANG
THANG TUANG
THANG TUANG
THAWNG TUANG
TUNG TUANG
VUNGH TUANG
ZAM TUANG
ZACHARY TUCKER
JAKOBY TUCKTA
KENNETH TUCKTA
SARAH TUCKTA
ANTOINE TUMEY
KHAI TUN
THANG TUN
ZAM TUN
DAL TUNG
GO TUNG
KAM TUNG
MUNG TUNG
SUANG TUNG
THANG TUNG
THANG TUNG
MICHAEL TUNNELL
PAUL TURBE
MELISSA TURGEON
MICHAEL TURLEY
CHARLES TURNER
DANTAVIUS TURNER
LADONTE TURNER
LARRY TURNER
JENNIFER TUTTLE
JESSICA TYLER
JACOB TZANG
JESUS TZUL
CING UAP
JAMES UDDIN
LAL UK
THIANZA UK
VAI UK
CARL UNDERWOOD
PAT UNDERWOOD
PERNELL UNDERWOOD
LISBETH URBINA
ESMERALDA URIETA ESTRADA
BOLIVAR URQUIZA
DAVID URQUIZA
YADIRA URQUIZA
ISMAEL USOLTSEFF
NER UWEI
BRUCE VACTOR SR
JESDARY VALBUENA
VICTOR VALDEZ
KATHY VALENZUELA
HUGO VALERA JUAREZ
CARLA VALERA LINARES
KATHERINE VALERA LINARES
JULIO VALLE
NORMA VALLES
ALLISON VALLEY
DONG VAN
MARVIN VAN GUNDY JR
PA VAN KIM
CAMERON VAN RADEN
TIMOTHY VANCE
JACKIE VANDAL
DEREK VANDEHEY
TRENTON VANDER POL
MERRILEN VANDEWEERD
SASHA VANN
TALINA VANNORSDALL
BRANDON VANZANDT
GORGE VARGAS
SACRAMENTO VARGAS
HECTOR VARGAS RUIZ
ARTEMIO VARGAS-RUIZ
COLTON VARNER
ALEKSANDRA VASILEVA
MARLYN VASQUEZ
CARLO VASSALLE
WILLIAM VASSAUR
MANJULA VATTIPROLU
KAMMY VAUGHAN
JOSEPH VAUGHN
ISSAC VAWTER
SHAWN VAWTER
CARINA VAZQUEZ
LEUDY VAZQUEZ
MARTHA VAZQUEZ CORDERO
ANA VAZQUEZ RAMOS
MARIA VEGA
MARIANGEL VEGA
NOEMI VEGA
JOSE VELASCO SOLIS
ESMERALDA VELASQUEZ
RAMON VELASQUEZ
SHELBY VELASQUEZ
JAMES VELDE
YNNAIRA VELOZ FORSITH
DUSTY VENEGAS
KASEY VENETOFF
JOSE VENTURI
SALOME VERA
KLEIBER VERA MENDEZ
EDGAR VERGARA
GEORGE VERRETT
CHRISTOPHER VICK
STEPHANIE VICKERS REGAN
EVAN VIDAL
KEVIN VILHAUER
EFRAIN VILLA
JACOB VILLA
LOUIE VILLA
WIKELMAN VILLALOBOS PALMA
JUAN VILLALOBOS VITOLA
JACOB VILLALVA
RAULITO VILLANUEVA
REINA VILLANUEVA
SELINA VIRAMONTES
MANUEL VIVANCO
LUIS VIVAS ZAMBRANO
TRENTON VLEISIDES
ERIC VO
VAN VO
STACY VOYGHT
CHOU VUE
CIIN VUM
CING VUM
DENG VUM
NEM VUM
CIIN VUNG
CIIN VUNG
CING VUNG
CING VUNG
CING VUNG
CING VUNG
CING VUNG
DIM VUNG
DIM VUNG
DIM VUNG
DON VUNG
MANG VUNG
NIANG VUNG
NIANG VUNG
NIANG VUNG
NING VUNG
NING VUNG
PAU VUNG
VUM VUNG
ZEL VUNG
CING VUNGNU
TATE WADDLE
THOMAS WADE
WRAY WADE
ADAM WAGNER
MATTHEW WAGNER
ROSE WAIBEL
NICHOLAS WAINSCOTT
MARK WAKEFIELD
NASH WAKEFIELD
STEPHEN WAKEFIELD
WHITNEY WAKEFIELD
JASON WAKEMAN
CODY WALDEN
CHRISTOPHER WALDREN
NIAZ WALI DAWLAT ZOY
ZAR WALI JALAL ZAI
EID WALI KHAN JALAL ZAI
WYATT WALIOR
DIANA WALKER
GRIFFIN WALKER
JOSHUA WALKER
RODERICK WALKER
SAGE WALKER
TREVOR WALKER
BRANDON WALKUP JR
AMILCAR WALLACE
BRITTNEY WALLACE
CARLOS WALLACE
JUSTIN WALLACE
LAVON WALLACE
MICHAEL WALLACE
MARK WALLANDER
JUSTIN WALLIS
FELIX WALLULATUM
RYAN WALSH
STEPHANIE WALTER
SHORICORE WALTERS
ANGIE WALTON
NEWMAN WALTON
GUOYI WANG
RONICA WANKMUELLER
DANIEL WARD
DEMOND WARD
HYKIEM WARD
MARQUIS WARD
SHANNON WARD
TYLER WARD
LEESA WARE
KEECYRIC WARNER
MICHAEL WARREN
ELIJAH WASHINGTON
MALCOM WASHINGTON
THURMOND WASHINGTON
DAVID WASSON
ALEXANDER WATKINS
GABRIEL WATKINS
TOMORROW WATKINS
BOONE WATSON
DAVION WATSON
DUSTIN WATSON
CALEB WATTEAU
SHAH WAZIR SHINWARI
MOHAMMAD WAZIRI
SAYED WAZIRI
NAIMATULLAH WAZIRZAI
NASRATULLAH WAZIRZAI
CAMERON WEAVER
LANDON WEAVER
ANDREW WEBB
BRAYLON WEBB
KENDRICK WEBB
ANGELINA WEBER
JORGE WEBER
SHAWN WEBSTER
TRENTON WEBSTER
JAMES WEIGEL
CIERRIA WEINBERG
RONALD WELCH
TRACEY WELDON
BRANDEN WELLS
THOMAS WELLS
SEAN WELSH
CODY WERNER
DAVID WEST
ANDREW WESTBROOK
WILLIAM WESTON
ABBY WHARTON
MICHAEL WHEELER
MICHELLE WHEELER
WILLIAM WHEELER
DUSTIN WHISENANT
HALEY WHISENANT
ADAM WHITE
ALLYN WHITE
CAMERON WHITE
EMILY WHITE
KYLE WHITE
TIMOTHY WHITE
TRACY WHITE
CODY WHITLOW
KENNY WHITT
STEVEN WHORTON
GORDON WICHMAN
DIKKI WICK
JASON WICK
ERIC WIDGER
SANIYA WILBERT
RYAN WILCOX
SHANNON WILCOX
DAMON WILDER
MICHAEL WILES
DEBORAH WILKINSON
ROBERT WILKINSON
BRANDON WILLADSON
SHELLIE WILLEFORD
ALYSHA WILLEY
VICTORIO WILLIAM
ALLEN WILLIAMS
ALYSSIA WILLIAMS
ANTONIO WILLIAMS
ANTONIO WILLIAMS
ASHLEY WILLIAMS
BOBBY WILLIAMS
CHANTE WILLIAMS
CORNEL WILLIAMS
DELYNN WILLIAMS
DERRICK WILLIAMS
ERROL WILLIAMS
JACOB WILLIAMS
JAKAYLA WILLIAMS
JAQUAI WILLIAMS
JASON WILLIAMS
JASON WILLIAMS
JONATHAN WILLIAMS
MARQUAVION WILLIAMS
MICHAEL WILLIAMS
MISTY WILLIAMS
NICOLE WILLIAMS
ORION WILLIAMS
QUINTANNA WILLIAMS
RODNEY WILLIAMS
RONYN WILLIAMS
SAMMIE WILLIAMS
SCOTT WILLIAMS
VANDOIL WILLIAMS
WHITNEY WILLIAMS
LARRY WILLIAMS JR
SHELBY WILLIAMS ROBERTS
DUSTIN WILLIFORD
HEATHER WILLIS
JOHNATHAN WILLIS
KIEARASHA WILLIS
TRINITY WILLIS
KEVIN WILLIS JR
DOUGLAS WILLMSCHEN
BRITT WILLOWS
DIEGO WILLY
CECIL WILMARTH
AARON WILSON
ANTHONY WILSON
AUTUMN WILSON
BEVERLY WILSON
BRANDY WILSON
DONALD WILSON
HEIDI WILSON
ISAAC WILSON
IVAN WILSON
JAQUAVIAN WILSON
KASEY WILSON
KEVIN WILSON
LARRY WILSON
MALACHI WILSON
MARLIN WILSON
MATTHEW WILSON
REGINALD WILSON
SADARA WILSON
TIMOTHY WILSON
MYA WIN
NAW WIN
EVAN WINEGAR
NEVAEH WINGLE
THOMAS WINGO
VINCENT WINTON
PONGAMPAI WISE
AMELIA WITHROW
NOOR WIYAL
KAYLI WOIRHAYE
CHRISTOPHER WOLFE
KENNETH WOLFE
NOLAN WOLFE
TRAVIS WOLFE
CHRIS WOLFORD
RICHARD WOLLEAT
EMILY WOOD
NICHOLAS WOOD
TYLER WOOD
CAMERON WOODKINS
NIKISHAMA WOODKINS
KYANNA WOODRIFF
JAMAIL WOODS
MATTHEW WOODS
TONY WOODS
PATRICIA WORRELL
GREGORY WORTH
KASEY WORTHINGTON
AMBER WRIGHT
BENJAMIN WRIGHT
DARRELL WRITT
CHRISTIAN WYATT
AARON WYNGARDEN
THOMAS WYNNE
PHIA XIONG
TOU XIONG
TOU XIONG
JOSHUA YAGER
PABLO YANES
ANA YANES PORTILLO
DINA YANES PORTILLO
ISABELLA YANG
DONALD YARBOUGH
PATRIAL YARBROUGH
JAMES YARBROUGH JR
KADEN YBARRA
ANGEL YOUNG
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