INDEX
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| PART I |
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| Item 1. | Business | | 3 |
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| Item 1A. | Risk Factors | | 13 |
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| Item 1B. | Unresolved Staff Comments | | 18 |
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| Item 1C. | Cybersecurity | | 18 |
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| Item 2. | Properties | | 18 |
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| Item 3. | Legal Proceedings | | 19 |
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| Item 4. | Mine Safety Disclosures | | 19 |
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| PART II |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | 19 |
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| Item 6. | [Reserved] | | 21 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 21 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | | 21 |
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| Item 8. | Financial Statements and Supplementary Data | | 21 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 21 |
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| Item 9A. | Controls and Procedures | | 21 |
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| Item 9B. | Other Information | | 22 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 22 |
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| PART III |
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| PART IV |
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| Item 15. | Exhibits, Financial Statement Schedules | | 22 |
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| SIGNATURES | | 26 | |
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PART I
Forward-Looking Statements
This Annual Report on Form 10-K contains or incorporates by reference statements that are not historical in nature and that are intended to be, and are hereby identified as, “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Statements which are not historical in nature, including the words “anticipate,” “estimate,” “could,” “should,” “may,” “plan,” “seek,” “expect,” “believe,” “intend,” “target,” “will,” “project,” “focused,” “outlook,” “goal,” “designed,” and variations of these words and negatives thereof and similar expressions are intended to identify forward-looking statements, including statements regarding, among others, (i) economic conditions, (ii) business and acquisition strategies, (iii) potential acquisitions and/or joint ventures and investments in unconsolidated entities, (iv) financing plans, and (v) industry, demographic and other trends affecting our financial condition or results of operations. These forward-looking statements are based on management’s current expectations, are not guarantees of future performance and are subject to a number of risks, uncertainties, and changes in circumstances, certain of which are beyond our control. Actual results could differ materially from these forward-looking statements as a result of several factors, including, but not limited to:
| • | general economic conditions, both in the United States and in the international markets we serve; |
| • | competitive factors within the HVAC/R industry; |
| • | effects of supplier concentration, including conditions that impact the supply chain; |
| • | fluctuations in certain commodity costs; |
| • | new housing starts and completions; |
| • | capital spending in the commercial construction market; |
| • | access to liquidity needed for operations; |
| • | seasonal nature of product sales; |
| • | weather patterns and conditions; |
| • | insurance coverage risks; |
| • | federal, state, and local regulations impacting our industry and products; |
| • | prevailing interest rates; |
| • | the effect of inflation; |
| • | foreign currency exchange rate fluctuations; |
| • | the continued viability of our business strategy. |
We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. For additional information regarding important factors that may affect our operations and could cause actual results to vary materially from those anticipated in the forward-looking statements, please see the discussion included in Item 1A “Risk Factors” of this Annual Report on Form 10-K, as well as the other documents and reports that we file with the SEC. Forward-looking statements speak only as of the date the statements were made. We assume no obligation to update forward-looking information or the discussion of such risks and uncertainties to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except as required by applicable law. We qualify any and all of our forward-looking statements by these cautionary factors.
