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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-02-25 · 31 added, 21 removed, 105 unchanged (33% of the section changed)

2 unchanged sentences

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, 2021.

Our disclosure controls and procedures are designed to provide reasonable assurance that 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.

Based upon the evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures were effective at December 31, 2021 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

3 unchanged sentences

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.

On December 10, 2021, we acquired BasX, LLC ("BasX").

Management acknowledges that it is responsible for establishing and maintaining a system of internal controls over financial reporting for BasX.

We are in the process of integrating BasX, and we therefore have excluded BasX from our December 31, 2021 assessment of the effectiveness of internal control over financial reporting.

BasX had total assets of $205.6 million as of December 31, 2021 and third party revenues of $4.1 million from December 11, 2021 to December 31, 2021, which are included in our consolidated financial statements as of and for the year ended December 31, 2021.

The impact of the acquisition of BasX has not materially affected and is not expected to materially affect our internal control over financial reporting.

As a result of these integration activities, certain controls are being evaluated and may be changed.

We believe, however, that we will be able to maintain sufficient controls over the substantive results of our financial reporting throughout this integration process.

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 .

11 unchanged sentences

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.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

5 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of BasX, Inc., a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 32 and 1 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

As indicated in Management’s Report, BasX, Inc.

(formerly BasX, LLC) was acquired during 2021.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of BasX, Inc.

Definition and limitations of internal control over financial reporting

15 unchanged sentences

We will also provide any person without charge, upon request, a copy of such code of ethics.

Requests may be directed to AAON, Inc., 2425 South Yukon Avenue, Tulsa, Oklahoma 74107, attention Scott M.

Asbjornson, or by calling (918) 382-6242.

Requests may be directed to AAON, Inc., 2425 South Yukon Avenue, Tulsa, Oklahoma 74107, attention Rebecca A.

Thompson, or by calling (918) 382-6216.

Executive Compensation.

18 unchanged sentences

(B) Amended and Restated Bylaws (i)

(4) (A) Third Restated Revolving Credit and Term Loan Agreement and related documents (iii)

(A-1) Amendment Thirteen (October 24, 2019) to Third Restated Revolving Credit Loan Agreement (iv)

(4) Amended and Restated Loan Agreement (dated November 24, 2021) and related documents (iii)

Description of Securities

(10.1) AAON, Inc.

1992 Stock Option Plan, as amended (vi)

1992 Stock Option Plan, as amended (v)

(10.2) AAON, Inc.

2007 Long-Term Incentive Plan, as amended (vii)

2007 Long-Term Incentive Plan, as amended (vi)

(10.3) AAON, Inc.

2016 Long-Term Incentive Plan (v)

(21) List of Subsidiaries (vii)

2016 Long-Term Incentive Plan (iv)

List of Subsidiaries

Consent of Grant Thornton LLP

3 unchanged sentences

Section 1350 Certification – CFO

Membership Interest Purchase Agreement - Acquisition of BasX, LCC (dated November 18, 2021)

(101) (INS) Inline XBRL Instance Document

5 unchanged sentences

(104) Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101)

(i) Incorporated herein by reference to the exhibits to our Form S-18 Registration Statement No.

(i) Incorporated herein by reference to the exhibits to our Form 8-K dated May 15, 2020.

(ii) Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

(iii) Incorporated herein by reference to exhibit to our Form 8-K dated July 30, 2004.

(iv) Incorporated herein by reference to exhibit to our Form 8-K dated July 27, 2016.

(v) Incorporated herein by reference to our Form S-8 Registration Statement No.

(iii) Incorporated herein by reference to exhibit to our Form 8-K dated November 24, 2021.

(iv) 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.

1 unchanged sentence

333-241538 dated August 6, 2020.

(vi) Incorporated by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 1991, and to our Form S-8 Registration Statement No.

(vii) Incorporated herein by reference to our Form S-8 Registration Statement No.

(v) Incorporated by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 1991, and to our Form S-8 Registration Statement No.

(vi) Incorporated herein by reference to our Form S-8 Registration Statement No.

333-151915, Form S-8 Registration Statement No.

333-207737, and to our Form 8-K dated May 21, 2014.

(viii) Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

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.

5 unchanged sentences

(principal executive officer)

February 25, 2021 /s/ Scott M.

February 28, 2022 /s/ Rebecca A.

Chief Financial Officer

(principal financial officer)

February 25, 2021 /s/ Rebecca A.

February 28, 2022 /s/ Christopher D.

Christopher D.

Chief Accounting Officer

7 unchanged sentences

February 28, 2022 /s/ A.H.

February 28, 2022 /s/ David R.

February 28, 2022 /s/ Bruce Ware

February 28, 2022 /s/ Luke A.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures