Pool Corp
Annual Report 2018

Plain-text annual report

Where Outdoor Living Comes To L i f e ® 2018 OUR NETWORKS AND LOCATIONS Americas Europe Australia Network SCP Superior Horizon NPT Total Total Sales Centers 210 70 67 17 364 TABLE OF CONTENTS Message to Our Shareholders ................................. 1 Financial Highlights ................................................. 2 POOLCORP’s Operating Priorities ........................... 3 Best of the Best 2018 ............................................... 4 Pool Corporation 2018 Form 10-K .......................... 5 Shareholder Information, Company Officers & Directors ..... Inside Back Cover VISION STATEMENT Be the best worldwide distributor of outdoor lifestyle products that include all products relating to swimming pools, irrigation & other products that enhance the quality of outdoor home life. MISSION STATEMENT To provide exceptional value to our customers and suppliers, creating exceptional return for our shareholders while providing exceptional opportunities for our employees. MESSAGE TO OUR SHAREHOLDERS Dear Fellow Shareholders, 2018 marked our sixth consecutive year of record sales and earnings, with 8% sales and gross profit growth driving a 23% increase in adjusted diluted earnings per share. Our results are the healthy by-product of Pool Corporation’s unique and sustainable business model that has been skillfully built and honed over the last two decades by a team of smart, hardworking wholesale distribution professionals. Even in the face of unfavorable weather conditions in several of our major markets, our team’s superior execution and commitment continue to prove to be formidable as we achieved $3 billion in sales, delivering diluted earnings per share of $5.62, increasing our dividend by 22% and returning $257 million to our shareholders through share repurchases and dividends. In a year when some major U.S. stock market indices declined (e.g., the S&P Midcap 400 saw a negative 11% return), Pool Corporation shareholders earned a 16% total return. We have a reputation as the undisputed leader in a highly fragmented, niche distribution market that caters to the outdoor living marketplace. Our success comes from our employees’ commitment to provide exceptional value to our customers and suppliers coupled with our formulaic business model of multiple strategies that continue to produce sustainable and profitable growth. In an $11.5 billion outdoor living product market, our model collectively includes a product portfolio focused on breadth and quality, a sales strategy targeting recurring revenue streams, sales centers located in advantageous and growing geographic locations, customers who are professional contractors or retailers and a team of highly focused professionals who provide unparalleled service. When these elements are teamed with our ability to react quickly and decisively to market changes as they occur, you have just part of the foundation of Pool Corporation’s success story. 2018 also marked the retirement of our former president and chief executive officer, Manny Perez de la Mesa, after 20 years at the helm. Manny’s achievements and contributions to Pool Corporation and the swimming pool industry are unparalleled. Under his unique leadership, our distribution network grew from 102 sales centers in two countries to 364 sales centers in 14 countries, annual net sales increased from $570 million to $3 billion, and shareholders realized 23% compound average annual returns on their investment. We look forward to Manny serving as vice chairman of our Board of Directors as we continue building a successful future for our employees, customers, and shareholders. As is true for all businesses, the growing effects of tighter labor markets, increased transportation costs and rising demand for commercial real estate have begun to impose cost pressures on our business and those of our suppliers. Add the unpredictability of weather to the mix, and a company’s ability to deliver might be challenged. However, our model stood firm in 2018 – a year where we saw record rainfall in many areas and our seasonal markets opened later and closed earlier. Despite the unfavorable weather pattern last year, we increased operating margin by 30 basis points to a record 10.5%, with our base business operating margin improving 40 basis points to 10.7%. Many of our vendors announced 2018 mid-year price increases affecting our product costs, and we reacted quickly and purposefully purchasing excess inventory ahead of these increases, which allowed us to mitigate their impact while positioning us well for 2019. Overall, in fact, we were able to provide improved returns for our shareholders, achieving an impressive 27.7% return on invested capital. Additionally, we continuously seek to expand our footprint strategically in all our networks – domestic and international. In 2018, we added six new sales centers in our North America swimming pool distribution network and three new international sales centers. Through acquisitions, we added one international sales center and four Horizon locations during the year. These network expansion activities reflect our continued confidence in our industry and the strength of our team’s value proposition. Overall, our markets and the underlying demand for our products remain strong as our team continues to drive organic growth and increased market share. Location is key in our success model, and we are well positioned to continue to benefit from the domestic population migration patterns that favor U.S. Sunbelt markets with year-round outdoor living lifestyles. We also believe our model’s sales strategy will continue to bear fruit as it’s focused on recurring revenue streams in densely populated markets where we are located. Fortunately, our reliance on new construction is more modest than in the past. However, we expect new pool and irrigation construction levels to continue to grow incrementally and believe that consumer investments in outdoor living spaces “beyond the swimming pool” will generate greater growth for many years to come. As we look forward to 2019 and beyond, we expect product inflation may persist at higher than historical levels as strong economic conditions continue to strain operating costs for vendors and ourselves. To offset this, we will continue to build on the strengths of our model through capacity creation – improving our processes to make our people, facilities and vehicle fleet more productive. We continue to support our customers by focusing on value creation, which for us is organized around three principles: Know, Have, Do. This ensures that we have the right product and application knowledge; that we have the inventory, the facilities, and the logistics; and that we do what’s needed to execute and compete. Finally, and most importantly, we are very thankful to have the best team of men and women in the industry who strive every day to provide unparalleled service to our approximately 120,000 customers and to deliver the best channel-to-market for our suppliers. In today’s highly competitive environment, we strive to attract, inspire, develop, reward, and retain our employees – and to keep them safe – so that they can create the best possible channel-to-market experiences for our customers. Our people are at the core of our ability to execute on our mission to create exceptional value for our customers and suppliers, to create exceptional returns for our shareholders and to provide exceptional opportunities for our employees. Thank you for your support as we strive to realize our vision of becoming the best worldwide distributor of outdoor lifestyle products, Where Outdoor Living Comes to Life ®. Peter D. Arvan President and Chief Executive Officer John E. Stokely Chairman of the Board of Directors and Lead Independent Director 1 FINANCIAL HIGHLIGHTS Net Sales (in millions) 5% CAGR 2008-2018 2,998.1 2,788.2 2,570.8 2,363.1 2,246.6 2,079.7 1,783.7 1,539.8 1,613.7 1,954.0 1,793.3 $3,000 $2,500 $2,000 $1,500 $1,000 $500 5% CAGR 2008-2018 870.2 805.3 741.1 643.3 675.6 Gross Profit (in millions) $900 $800 $700 $600 $500 $400 $300 $200 $100 515.2 449.7 471.3 531.6 567.4 591.3 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Operating Income (in millions) 11% CAGR 2008-2018 Net Income (in millions) 14% CAGR 2008-2018 $400 $300 $250 $200 $150 $100 $50 313.9 284.4 255.9 216.2 188.9 165.5 151.8 144.9 115.5 88.4 126.7 125.1 101.2 234.5 219.2 191.6 179.6 167.0 149.0 128.3 $300 $200 $175 $150 $125 $100 $75 $50 $25 110.7 97.3 88.9 82.0 73.6 72.0 57.0 57.6 45.7 19.2 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Adjustment to Operating Income Adjustment to Net Income Adjustment to Net Income - Tax Reform Diluted Earnings Per Share 16% CAGR 2008-2018 Return On Equity (using Adjusted Net Income) $6.00 $5.00 $4.00 $3.00 $2.00 $1.00 1.17 2008 0.93 0.39 2009 5.62 5.26 4.51 4.23 3.99 3.47 2.90 2.44 2.05 1.15 1.50 1.47 1.85 1.71 120% 100% 80% 60% 40% 20% 107.7 82.7 64.6 25.3 20.4 17.6 31.2 33.9 25.5 51.3 41.7 2010 2011 2012 2013 2014 2015 2016 2017 2018 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Adjustment to Diluted EPS Adjustment to Diluted EPS - Tax Reform Cumulative Adjusted Net Income & Cash Flow From Operations (in millions) Sources of Cash Since company inception (in millions) Uses of Cash Since company inception (in millions) $1,800 $1,600 $1,400 $1,200 $1,000 $800 $600 $400 $200 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 CFFO Adjustment Net Income Proceeds from Debt $589.8 (22%) Stock Issuance $301.2 (11%) Cash Flow from Operations $1,819.8 (67%) Capital Expenditures $299.9 (11%) Acquisitions, net and Other Investments $468.1 (17%) Dividends $495.2 (19%) Treasury Stock $1,426.8 (53%) 2 For comparability purposes, the adjusted 2009 amounts exclude a one-time non-cash charge related to our former equity investment in Latham Acquisition Corporation (LAC). We incurred a $26.5 equity loss, or a $0.54 loss per diluted share, related to LAC’s impairment charge. The adjusted 2011 and 2012 amounts for Operating Income and Net Income exclude non-cash goodwill impairment charges of $1.6 and $6.9, respectively. Adjusted Diluted EPS for 2011 and 2012 reflect an impact of $0.03 and $0.14 per share, respectively. The adjusted 2017 amounts reduce Net Income by $12.0 related to the Tax Cuts and Jobs Act (TJCA) and $12.6 related to the implementation of Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting. The adjusted 2018 amounts reduce Net Income by $15.3 and Diluted EPS by $0.36 per share related to ASU 2016-09. The CAGRs in these tables are based on the adjusted 2018 amounts. SAFETY GROWTH PROFITABILITY EMPLOYER OF CHOICE POOLCORP’S OPERATING PRIORITIES are our guiding force, ensuring that all efforts going forward are aligned with these core values. SAFETY Just as safety comes first in our list of operational priorities, it must also be considered first in everything we do. We owe it to our people, their families, and our communities to operate safe facilities and a safe fleet. Nearly 300 drivers qualified for POOLCORP’s 2018 Annual Driver Recognition Program. This program requires full-time drivers to complete the calendar year without a preventable vehicle accident and without a roadside violation for unsafe driving, driver fitness, or hazardous materials compliance. GROWTH AND PROFITABILITY We pursue multiple avenues for growth, allowing us to consistently grow faster than our industry. A key to capturing profit is capacity creation which means doing more with our current resources. Our Sales Centers are creating capacity by improving: The speed and volume of key sales processes Utilization and turnaround time of our trucks Usage of POOL360 and Horizon24/7 EMPLOYER OF CHOICE POOLCORP strives to be an Employer of Choice by investing in our people. We ATTRACT, INSPIRE, and DEVELOP the best people. We RECOGNIZE and REWARD them in order to RETAIN them. This year, POOLCORP named its first ever Winners Circle to honor an elite group of Sales Champions, along with MVPs who made extraordinary contributions to the business during the year. 43 hardworking employees met the criteria and were introduced at the 2018 POOLCORP International Sales Conference and awarded a coveted spot for POOLCORP’s first-ever incentive trip to Aruba. 3 BEST OF THE BEST 2018 SCP Atlanta, GA Superior Berea, OH SCP Fort Lauderdale, FL SCP Lafayette, LA NPT Montgomeryville, PA SCP Ocala, FL Superior Phoenix, AZ SCP Boise, ID SCP Kelowna, BC Horizon Medley, FL SCP Orange, CA NPT Dallas, TX We are very thankful to have the best team of men and women in the industry that strive each and every day to provide unparalleled service to our customers and be the best channel to market for our suppliers.” - Peter D. Arvan, President and Chief Executive Officer “ 4 Horizon Everett, WA SCP Spain 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, 2018 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: 0-26640 POOL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 109 Northpark Boulevard, Covington, Louisiana (Address of principal executive offices) 36-3943363 (I.R.S. Employer Identification No.) 70433-5001 (Zip Code) 985-892-5521 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, par value $0.001 per share Name of each exchange on which registered NASDAQ Global Select Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Indicate by check mark 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 Yes No Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Emerging growth company Accelerated filer Smaller reporting 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. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant based on the closing sales price of the registrant’s common stock as of June 30, 2018 was $5,916,556,013. As of February 21, 2019, there were 39,391,303 shares of common stock outstanding. Documents Incorporated by Reference Portions of the registrant’s Proxy Statement to be mailed to stockholders on or about March 28, 2019 for the Annual Meeting to be held on May 1, 2019, are incorporated by reference in Part III of this Form 10-K. POOL CORPORATION TABLE OF CONTENTS PART I. Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. PART II. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Item 7. Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Item 8. Item 9. Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Item 9B. Controls and Procedures Other Information PART III. Item 10. Item 11. Item 12. Item 13. Item 14. PART IV. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services Item 15. Item 16. Exhibits, Financial Statement Schedules Form 10-K Summary Index to Exhibits and Signatures Page 1 9 14 15 17 17 18 20 21 42 43 79 79 82 82 82 82 82 82 83 83 Item 1. Business General PART I. Pool Corporation (the Company, which may be referred to as we, us or our) is the world’s largest wholesale distributor of swimming pool supplies, equipment and related leisure products and is one of the top three distributors of irrigation and landscape products in the United States. Our vision is to become the best worldwide distributor of outdoor living products that enhance the quality of outdoor home life. The Company was incorporated in the State of Delaware in 1993 and has grown from a regional distributor to a multi-national, multi-network distribution company. Our industry is highly fragmented, and as such, we add considerable value to the industry by purchasing products from a large number of manufacturers and then distributing the products to our customer base on conditions that are more favorable than our customers could obtain on their own. As of December 31, 2018, we operated 364 sales centers in North America, Europe, South America and Australia through our four distribution networks: SCP Distributors (SCP); Superior Pool Products (Superior); • • • Horizon Distributors (Horizon); and • National Pool Tile (NPT). Our Industry We participate in a worldwide market for outdoor living products through our four distribution networks. We believe that the swimming pool industry is relatively young, with room for continued growth from the increased penetration of new pools. Significant growth opportunities also reside with pool remodel and pool equipment replacement activities due to the aging of the installed base of swimming pools, technological advancements and the development of energy-efficient and more aesthetically attractive products. Additionally, the desire for consumers to enhance their outdoor living spaces with hardscapes, lighting and outdoor kitchens also promotes growth in this area. Favorable demographic and socioeconomic trends have positively impacted our industry and we believe these trends will continue to do so in the long term. These favorable trends include the following: • • • • long-term growth in housing units in warmer markets due to the population migration toward the southern United States, which contributes to the growing installed base of pools that homeowners must maintain; increased homeowner spending on outdoor living spaces for relaxation and entertainment; consumers bundling the purchase of a swimming pool and other products, with new irrigation systems, landscaping and improvements to outdoor living spaces often being key components to both pool installations and remodels; and consumers using more automation and control products, higher quality materials and other pool features that add to our sales opportunities over time. Almost 60% of consumer spending in the pool industry is for maintenance and minor repair of existing swimming pools. Maintaining proper chemical balance and the related upkeep and repair of swimming pool equipment, such as pumps, heaters, filters and safety equipment, creates a non-discretionary demand for pool chemicals, equipment and other related parts and supplies. We also believe cosmetic considerations such as a pool’s appearance and the overall look of backyard environments create an ongoing demand for other maintenance-related goods and certain discretionary products. We believe that the recurring nature of the maintenance and repair market has historically helped maintain a relatively consistent rate of industry growth. This characteristic has helped cushion the negative impact on revenues in periods when unfavorable economic conditions and softness in the housing market adversely impacted pool construction and major replacement and refurbishment activities. 1 The following table reflects growth in the domestic installed base of in-ground swimming pools over the past 11 years (based on Company estimates and information from 2017 P.K. Data, Inc. reports): The replacement and refurbishment market currently accounts for close to 25% of consumer spending in the pool industry. The activity in this market, which includes major swimming pool remodeling, is driven by the aging of the installed base of pools. The timing of these types of expenditures is more sensitive to economic factors that impact consumer spending compared to the maintenance and minor repair market. New swimming pool construction comprises just over 15% of consumer spending in the pool industry. The demand for new pools is driven by the perceived benefits of pool ownership including relaxation, entertainment, family activity, exercise and convenience. The industry competes for new pool sales against other discretionary consumer purchases such as kitchen and bathroom remodeling, boats, motorcycles, recreational vehicles and vacations. The industry is also affected by other factors including, but not limited to, consumer preferences or attitudes toward pool and related outdoor living products for aesthetic, environmental, safety or other reasons. The irrigation and landscape industry shares many characteristics with the pool industry, and we believe that it will realize similar long term growth rates. Irrigation system installations often occur in tandem with new single family home construction making it more susceptible to economic variables. However, the landscape industry offers similar maintenance-related growth opportunities as the swimming pool industry. Product offerings such as chemicals and fertilizers, power equipment and related repair and maintenance services offer recurring revenue streams in an industry otherwise closely tied to the housing market. The irrigation and landscape distribution business serves both residential and commercial markets, with the majority of sales related to the residential market. Irrigation accounts for approximately 50% of total spending in the industry, with the remaining 50% of spending related to landscape, power equipment, hardscapes and specialty outdoor products and accessories. Our NPT network overlaps the swimming pool and irrigation and landscape industries as we offer our market-leading brand of pool tile, composite pool finish products and hardscapes. As more consumers create and enhance outdoor living areas and continue to invest in their outdoor environment, we believe we can focus our resources to address such demand, while leveraging our existing pool and irrigation and landscape customer base. We feel the development of our NPT network is a natural extension of our distribution model. In addition to our 17 standalone NPT sales centers, we currently have over 100 SCP and Superior sales centers that feature consumer showrooms where landscape and swimming pool contractors, as well as homeowners, can view and select pool components including pool tile, decking materials and interior pool finishes in various styles and grades, and serve as stocking locations for our NPT branded products. Given the more discretionary nature of these products, this business is more sensitive to external market factors compared to our business overall. 2 Economic Environment Certain trends in the housing market, the availability of consumer credit and general economic conditions (as commonly measured by Gross Domestic Product or GDP) affect our industry, particularly new pool and irrigation system starts as well as the timing and extent of pool refurbishments, equipment replacement, landscaping projects and outdoor living space renovations. We believe that over the long term, single-family housing turnover and home value appreciation may correlate with demand for new pool construction, with higher rates of home turnover and appreciation having a positive impact on new pool starts over time. We also believe that homeowners’ access to consumer credit is a critical factor enabling the purchase of new swimming pools and irrigation systems. Similar to other discretionary purchases, replacement and refurbishment activities are more heavily impacted by economic factors such as consumer confidence, GDP and employment. While market conditions have been generally favorable the past year, a number of factors weigh on our industry, including lagging new home construction, tighter lending standards, and the slower progression of a younger generation burdened by student debt and underemployment. Labor availability and cost have also become issues in recent years, limiting our customers’ ability to fully meet consumer demand, particularly in construction and renovation markets. The post-recession market environment from 2010 to 2018 was characterized by the cautious recovery of consumer spending, modest housing recovery and low inflation. However, in terms of homeowners investing in their existing homes, discretionary expenditures, including backyard renovations, flourished over this time period. While we estimate that new pool construction increased to approximately 80,000 new units in 2018, construction levels are still down approximately 65% compared to peak historical levels and down approximately 50% from what we consider normal levels. An average of approximately 170,000 new units per year were built in the years leading up to the recession. We expect that new pool and irrigation construction levels will continue to grow incrementally, but we believe that consumer investments in outdoor living spaces beyond the swimming pool will generate greater growth over the next five years. Times of strong economic conditions in the United States enable further replacement, remodeling and new construction activity. Although some constraints exist around residential construction activities, economic trends indicate that consumer spending has largely recovered, and we believe that we are well positioned to take advantage of both the market expansion and the inherent long-term growth opportunities in our industry. Additionally, recent regulation passed by the U.S. Department of Energy mandates all new and replacement motors and pumps for swimming pools must be variable speed by July 2021. This mandate, coupled with additional product developments and technological advancements, offers further growth opportunities over the next few years. In an effort to mitigate inflation, the Federal Reserve raised borrowing rates several times in 2018. While it appears that the rising interest rates slowed down borrowing for home buying in the short term, interest rates remain low by historical standards. Perhaps more importantly, the scarcity of land and labor limited new home construction growth and drove up home values over the last several years. By mid-2018, this trend appeared to have reached its peak or at least paused in many markets due to home affordability coupled with rising interest rates. Considering the factors discussed above, we believe we will realize an annual sales growth rate of approximately 6% to 9% over the next five years. Business Strategy and Growth Our mission is to provide exceptional value to our customers and suppliers, creating exceptional return to our shareholders, while providing exceptional opportunities to our employees. Our core strategies are as follows: • • • to promote the growth of our industry; to promote the growth of our customers’ businesses; and to continuously strive to operate more effectively. We promote the growth of our industry through various advertising and promotional programs intended to raise consumer awareness of the benefits and affordability of pool ownership, the ease of pool maintenance and the many ways in which a pool and the surrounding spaces may be enjoyed beyond swimming. These programs include digital and media advertising, industry-oriented website development such as www.swimmingpool.com® and www.hottubs.com®, public relations campaigns and other online marketing initiatives. We use these programs as tools to educate consumers and lead prospective pool owners to our customers. 3 We promote the growth of our customers’ businesses by offering comprehensive support programs that include promotional tools and marketing support to help our customers generate increased sales. Our uniquely tailored programs include such features as customer lead generation, personalized websites, brochures, direct mail, marketing campaigns and business development training. As a customer service, we also provide certain retail store customers assistance with all aspects of their business including site selection, store layout and design, product merchandising, business management system implementation, comprehensive product offering selections and efficient ordering and inventory management processes. In addition to these programs, we feature consumer showrooms in over 100 of our sales centers and host our annual Retail Summit to educate our customers about product offerings and the overall industry. We also act as a day-to-day resource by offering product and market expertise to serve our customers’ unique needs. In addition to our efforts aimed at industry and customer growth, we strive to operate more effectively by continuously focusing on improvements in our operations. We strive to create capacity with business to business development tools and execution to ensure best in class service and value creation for our customers and suppliers. In particular, we have developed the Pool360 and Horizon 24/7 platforms that help our customers be more productive by allowing them to get pricing, check availability, enter orders and make payments on line while leveraging our customer service staff resources, particularly during peak business periods. These tools not only offer real-time integration into our enterprise resource planning system, creating efficiencies in our business processes as well, but they also provide our customers graphical catalog presentation in the same platform. In addition to these initiatives, we strive to emphasize an Employer of Choice culture and to expand our Pool Corporation-branded products and exclusive brand offerings. We have grown our distribution networks through new sales center openings, acquisitions and the expansion of existing sales centers. In recent years, we have focused our efforts on new sales center openings, complemented by strategic acquisitions and consolidations, depending on our market presence. For additional information regarding our new sales center openings, acquisitions and closures/consolidations, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, Note 2 of “Notes to Consolidated Financial Statements,” included in this Form 10-K. We plan to continue to make strategic acquisitions and open new sales centers to further penetrate existing markets and expand into both new geographic markets and new product categories. We believe that our high customer service levels and expanded product offerings have enabled us to gain market share historically. Going forward, we expect to realize sales growth higher than the industry average due to further increases in market share and continued expansion of our product offerings. We estimate that price inflation has averaged 1% to 2% annually in our industry over the past 10 years. We generally pass industry price increases through the supply chain and may make strategic volume inventory purchases ahead of vendor price increases. We estimate that annual price inflation between 2016 and 2018 was consistent with the ten-year average. In 2018, several manufacturers announced and implemented a mid-season price increase to offset raw material, transportation and labor inflation. Unlike previous years, we expect inflation in 2019 to fall outside of the historical range. Specifically, we expect inflation to be approximately 2% above historical norms in 2019, but we anticipate a return to the historical average over the long term. Customers and Products We serve roughly 120,000 customers. No single customer accounted for 10% of our sales in 2018. Further, in 2018, sales to our largest 100 customers collectively accounted for just over 10% of our total sales. Most of our customers are small, family-owned businesses with relatively limited capital resources. Most of these businesses provide labor and technical services to the end consumer and operate as independent contractors and specialty retailers employing no more than ten employees (in many cases, working alone or with a limited crew). These customers also buy from other distributors, mass merchants, home stores, and certain specialty and internet retailers. We provide extended payment terms to qualified customers for sales under early buy programs. The extended terms usually require payments in equal installments in April, May and June or May and June depending on geographic location. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates” for additional information. We sell our products primarily to the following types of customers: • • • • swimming pool remodelers and builders; specialty retailers that sell swimming pool supplies; swimming pool repair and service businesses; irrigation construction and landscape maintenance contractors; and 4 • commercial customers who service large commercial installations such as hotels, universities and community recreational facilities. We conduct our operations through 364 sales centers in North America, Europe, South America and Australia. Our primary markets, with the highest concentration of swimming pools, are California, Texas, Florida and Arizona, collectively representing approximately 53% of our 2018 net sales. In 2018, we generated approximately 94% of our sales in North America (including Canada and Mexico), 5% in Europe and 1% in South America and Australia combined. While we continue to expand both domestically and internationally, we expect this geographic mix to be similar over the next few years. References to product line and product category data throughout this Form 10-K generally reflect data related to the North American swimming pool market, as it is more readily available for analysis and represents the largest component of our operations. We use a combination of local and international sales and marketing personnel to promote the growth of our business and develop and strengthen our customers’ businesses. Our sales and marketing personnel focus on developing customer programs and promotional activities, creating and enhancing sales management tools and providing product and market expertise. Our local sales personnel work from our sales centers and are charged with understanding and meeting our customers’ specific needs. We offer our customers more than 180,000 manufacturer and Pool Corporation-branded products. We believe that our selection of pool equipment, supplies, chemicals, replacement parts, irrigation and related products and other pool construction and recreational products is the most comprehensive in the industry. We sell the following types of products: • maintenance products, such as chemicals, supplies and pool accessories; • • • • • repair and replacement parts for pool equipment, such as cleaners, filters, heaters, pumps and lights; packaged pool kits including walls, liners, braces and coping for in-ground and above-ground pools; pool equipment and components for new pool construction and the remodeling of existing pools; irrigation and related products, including irrigation system components and professional lawn care equipment and supplies; building materials, such as concrete, plumbing and electrical components, both functional and decorative pool surfaces, decking materials, tile, hardscapes and natural stone, used for pool installations and remodeling; commercial products, including ASME heaters, safety equipment, and commercial pumps and filters; and other pool construction and recreational products, which consist of a number of product categories and include discretionary recreational and related outdoor living products, such as spas, grills and components for outdoor kitchens, that enhance consumers’ use and enjoyment of outdoor living spaces. • • We currently have over 600 product lines and approximately 50 product categories. Based on our 2018 product classifications, sales for our pool and spa chemicals product category represented approximately 12% of total net sales for 2018 and 2017 and 13% of our total net sales in 2016. No other product categories account for 10% or more of total net sales in any of the last three fiscal years. We continue to identify new related product categories, and we typically introduce new categories each year in select markets. We then evaluate the performance in these markets and focus on those product categories that we believe exhibit the best long-term growth potential. We expect to realize continued sales growth for these types of product offerings by expanding the number of locations that offer these products, increasing the number of products offered at certain locations and continuing a modest broadening of these product offerings on a company-wide basis. Recent regulation passed by the U.S. Department of Energy mandates all new and replacement motors and pumps for swimming pools must be variable speed by July 2021. Additionally, new product technology provides opportunities not only for improved energy efficiency but also new enticements for leisure activities. Smart controls provide growth opportunities as most existing swimming pools run on mechanical time clocks. Major equipment manufacturers have developed and will continue to develop more retrofit kits that allow homeowners to interact with their pools or hot tubs through their smartphones. Robotic cleaners offer consumers a more efficient option for maintaining their swimming pools. We see each of these developments as significant growth opportunities. Over the last several years we have increased our product offerings and service abilities related to commercial swimming pools. We consider the commercial market to be a key growth opportunity as we focus more attention on providing products to customers who service large commercial installations such as hotels, universities and community recreational facilities. While we are leveraging our existing networks and relationships to grow this market, in 2017 we also acquired Lincoln Equipment, Inc., a national distributor of equipment and supplies to commercial and institutional swimming pool customers. 5 In 2018, the sale of maintenance and minor repair products (non-discretionary) accounted for almost 60% of our sales and gross profits while just over 40% of our sales and gross profits were derived from the refurbishment, replacement, construction and installation (equipment, materials, plumbing, electrical, etc.) of swimming pools (partially discretionary). During the economic downturn, which spanned from late 2006 to early 2010 and reached its low point in 2009, sales of maintenance and minor repair products had increased to approximately 70% of our sales and gross profits due to the significant declines in new pool construction and deferred remodeling and replacement activity. The current trend reflects a shift back toward a greater percentage of our sales coming from major refurbishment and replacement products due to the recovery of these activities since levels reached their historic low point in 2009. Post-2009, we experienced product and customer mix changes, including a shift in consumer spending to higher value, lower margin products such as variable speed pumps, high efficiency heaters, and irrigation and related equipment. These products positively contribute to our sales and gross profit growth but negatively impact our gross margin. We expect continued demand for these products, but believe our efforts in various pricing and sourcing initiatives, including growth in our higher margin private label and exclusive products (PLEX) and our expansion of building materials product offerings, have helped offset these gross margin declines and will lead to somewhat flat gross margin trends over the next few years. Operating Strategy We distribute swimming pool supplies, equipment and related leisure products domestically through our SCP and Superior networks and internationally through our SCP network. We adopted the strategy of operating two distinct distribution networks within the U.S. swimming pool market primarily for two reasons: • • to offer our customers a choice of distinctive product selections, locations and service personnel; and to increase the level of customer service and operational efficiency provided by the sales centers in each network by promoting healthy competition between the two networks. We distribute irrigation and related products through our Horizon network and tile, decking materials and interior pool finish products through our NPT network. We evaluate our sales centers based on their performance relative to predetermined standards that include both financial and operational measures. Our corporate support groups provide our field operations with various services, such as developing and coordinating customer and vendor related programs, information systems support and expert resources to help them achieve their goals. We believe our incentive programs and feedback tools, along with the competitive nature of our internal networks, stimulate and enhance employee performance. Distribution Our sales centers are located within population centers near customer concentrations, typically in industrial, commercial or mixed use zones. Customers may pick up products at any sales center location, or we may deliver products to their premises or job sites via our trucks or third-party carriers. Our sales centers maintain well-stocked inventories to meet our customers’ immediate needs. We utilize warehouse management technology to optimize receiving, inventory control, picking, packing and shipping functions. For additional information regarding our inventory management, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Inventory Obsolescence,” of this Form 10-K. We also operate four centralized shipping locations (CSLs) that redistribute products we purchase in bulk quantities to our sales centers or in some cases, directly to customers. Our CSLs are regional locations that carry a wide range of traditional swimming pool, irrigation and landscape products and related construction products. Purchasing and Suppliers We enjoy good relationships with our suppliers, who generally offer competitive pricing, return policies and promotional allowances. It is customary in our industry for certain manufacturers to manage their shipments by offering seasonal terms to qualifying purchasers such as Pool Corporation, which are referred to as early buy purchases. These early buy purchases typically allow us to place orders in the fall at a modest discount, take delivery of product during the off-season months and pay for these purchases in the spring or early summer. 6 Our preferred vendor program encourages our distribution networks to stock and sell products from a smaller number of vendors offering the best overall terms and service to optimize profitability and shareholder return. We also work closely with our vendors to develop programs and services to better meet the needs of our customers and to concentrate our inventory investments. These practices, together with a more comprehensive service offering, have positively impacted our selling margins and our returns on inventory investments. We regularly evaluate supplier relationships and consider alternate sourcing to assure competitive cost, service and quality standards. Our largest suppliers include Pentair Water Pool and Spa, Inc., Hayward Pool Products, Inc. and Zodiac Pool Systems, Inc., which accounted for approximately 20%, 9% and 8%, respectively, of the cost of products we sold in 2018. Competition We are the largest wholesale distributor of swimming pool and related backyard products (based on industry knowledge and available data) and the only truly national wholesale distributor focused on the swimming pool industry in the United States. We are also one of the top three distributors of irrigation and landscape products in the United States. We face intense competition from many regional and local distributors in our markets and from one national wholesale distributor of landscape supplies. We also face competition, both directly and indirectly, from mass market retailers (both store-based and internet) and large pool supply retailers who primarily buy directly from manufacturers. Some geographic markets we serve, particularly the four largest and higher pool density markets of California, Texas, Florida and Arizona, have a greater concentration of competition than others. Barriers to entry in our industry are relatively low. We believe that the principal competitive factors in swimming pool and irrigation and landscape supply distribution are: • • • • • • the breadth and availability of products offered; the quality and level of customer service, including ease of ordering and product delivery; the breadth and depth of sales and marketing programs; consistency and stability of business relationships with customers and suppliers; competitive product pricing; and geographic proximity to the customer. We believe that we generally compete favorably with respect to each of these factors. Seasonality and Weather Our business is highly seasonal. In general, sales and operating income are highest during the second and third quarters, which represent the peak months of both swimming pool use and installation and irrigation and landscaping installations and maintenance. Sales are substantially lower during the first and fourth quarters, when we may incur net losses. In 2018, we generated approximately 62% of our net sales and 81% of our operating income in the second and third quarters of the year. We typically experience a build-up of product inventories and accounts payable during the winter months in anticipation of the peak selling season. Excluding borrowings to finance acquisitions and share repurchases, our peak borrowing usually occurs during the second quarter, primarily because extended payment terms offered by our suppliers typically are payable in April, May and June, while our peak accounts receivable collections typically occur in June, July and August. We expect that our quarterly results of operations will continue to fluctuate depending on the timing and amount of revenue contributed by new and acquired sales centers. Based on our peak summer selling season, we generally open new sales centers and close or consolidate sales centers, when warranted, either in the first quarter before the peak selling season begins or in the fourth quarter after the peak selling season ends. 7 Weather is one of the principal external factors affecting our business. The table below presents some of the possible effects resulting from various weather conditions. Weather Hot and dry Unseasonably cool weather or extraordinary amounts of rain Possible Effects • • Increased purchases of chemicals and supplies for existing swimming pools Increased purchases of above-ground pools and irrigation and lawn care products Fewer pool and irrigation and landscaping installations • • Decreased purchases of chemicals and supplies • Decreased purchases of impulse items such as above-ground pools and accessories Unseasonably early warming trends in spring/late cooling trends in fall • A longer pool and landscape season, thus positively impacting our sales (primarily in the northern half of the U.S. and Canada) Unseasonably late warming trends in spring/early cooling trends in fall • A shorter pool and landscape season, thus negatively impacting our sales (primarily in the northern half of the U.S. and Canada) For discussion regarding the effects seasonality and weather had on our results of operations in 2018 and 2017, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Seasonality and Quarterly Fluctuations,” of this Form 10-K. Environmental, Health and Safety Regulations Our business is subject to regulation under local fire codes and international, federal, state and local environmental and health and safety requirements, including regulation by the Environmental Protection Agency, the Consumer Product Safety Commission, the Department of Transportation, the Occupational Safety and Health Administration, the National Fire Protection Agency and the International Maritime Organization. Most of these requirements govern the packaging, labeling, handling, transportation, storage and sale of chemicals and fertilizers. We store certain types of chemicals and/or fertilizers at each of our sales centers and the storage of these items is strictly regulated by local fire codes. In addition, we sell algaecides and pest control products that are regulated as pesticides under the Federal Insecticide, Fungicide and Rodenticide Act and various state pesticide laws. These laws primarily relate to labeling, annual registration and licensing. Employees We employed approximately 4,000 people at December 31, 2018. Given the seasonal nature of our business, our peak employment period is the summer and, depending on expected sales levels, we add 200 to 500 employees to our work force to meet seasonal demand. Intellectual Property We maintain both domestic and foreign registered trademarks and patents, primarily for our Pool Corporation and Pool Systems Pty. Ltd. (PSL) branded products that are important to our current and future business operations. We also own rights to numerous internet domain names. 8 Geographic Areas The table below presents net sales by geographic region, with international sales translated into U.S. dollars at prevailing exchange rates, for the past three fiscal years (in thousands): United States International $ $ Year Ended December 31, 2017 2,545,270 242,918 2,788,188 2018 2,720,077 278,020 2,998,097 $ $ $ $ 2016 2,354,726 216,077 2,570,803 The table below presents net property and equipment by geographic region, with international property and equipment balances translated into U.S. dollars at prevailing exchange rates, for the past three fiscal years (in thousands): United States International 2018 100,905 6,059 106,964 $ $ December 31, 2017 $ $ 95,659 5,280 100,939 $ $ 2016 79,064 4,226 83,290 Website Access and Available Information Our website is www.poolcorp.com. The information on our website is not a part of this document. Our annual report 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 are available free of charge on our website at www.poolcorp.com as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the Securities and Exchange Commission (SEC). Additionally, we have adopted a Code of Business Conduct and Ethics (the Code) that applies to all of our employees, officers and directors, and is available on our website at www.poolcorp.com. Any substantive amendments to the Code, or any waivers granted to any directors or executive officers, including our principal executive officer, principal financial officer, or principal accounting officer and controller, will be disclosed on our website and remain there for at least 12 months. Item 1A. Risk Factors Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 This report contains forward-looking information that involves risks and uncertainties. Our forward looking statements express our current expectations or forecasts of possible future results or events, including projections of earnings and other financial performance measures, statements of management’s expectations regarding our plans and objectives, and industry, general economic and other forecasts of trends, future dividend payments and other matters. Forward looking statements speak only as of the date of this filing, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “intend,” “believe,” “will likely result,” “outlook,” “project,” “may,” “can,” “plan,” “target,” “potential,” “should” and other words and expressions of similar meaning. No assurance can be given that the expected results in any forward-looking statement will be achieved, and actual results may differ materially due to one or more factors. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. 9 Risk Factors Certain factors that may affect our business and could cause actual results to differ materially from those expressed in any forward looking statement include the following: The demand for our swimming pool, irrigation, landscape and related outdoor living products may be adversely affected by unfavorable economic conditions. Consumer discretionary spending affects our sales and is impacted by factors outside of our control, including general economic conditions, disposable income levels, consumer confidence and access to credit. In economic downturns, the demand for swimming pool, irrigation, landscape and related outdoor living products may decline, often corresponding with declines in discretionary consumer spending, the growth rate of pool eligible households and swimming pool construction. Maintenance and repair products and certain replacement and refurbishment products are required to maintain existing swimming pools, and each currently account for approximately 60% and 25% of net sales related to our swimming pool business; however, the growth in this portion of our business depends on the expansion of the installed pool base and could also be adversely affected by decreases in construction activities, similar to the trends between late 2006 and early 2010. A weak economy may also cause consumers to defer discretionary replacement and refurbishment activity. Even in generally favorable economic conditions, severe and/or prolonged downturns in the housing market could have a material adverse impact on our financial performance. Such downturns expose us to certain additional risks, including but not limited to the risk of customer closures or bankruptcies, which could shrink our potential customer base and inhibit our ability to collect on those customers’ receivables. We believe that homeowners’ access to consumer credit is a critical factor enabling the purchase of new pools, irrigation systems, and outdoor living products. Between late 2006 and early 2010, the unfavorable economic conditions and downturn in the housing market resulted in significant tightening of credit markets, which limited the ability of consumers to access financing for new swimming pools and irrigation systems. Although we have seen improvement since 2010, tightening consumer credit could prevent consumers from obtaining financing for pool, irrigation and related outdoor projects, which could negatively impact our sales of construction-related products. We are susceptible to adverse weather conditions. Weather is one of the principal external factors affecting our business. For example, unseasonably late warming trends in the spring or early cooling trends in the fall can shorten the length of the pool season. Also, unseasonably cool weather or extraordinary rainfall during the peak season can decrease swimming pool use, installation and maintenance, as well as irrigation installations and landscape maintenance. These weather conditions adversely affect sales of our products. While warmer weather conditions favorably impact our sales, global warming trends and other significant climate changes can create more variability in the short term or lead to other unfavorable weather conditions that could adversely impact our sales or operations. Drought conditions or water management initiatives may lead to municipal ordinances related to water use restrictions. Such restrictions could result in decreased pool and irrigation system installations which could negatively impact our sales. For a discussion regarding seasonality and weather, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Seasonality and Quarterly Fluctuations,” of this Form 10-K. Our distribution business is highly dependent on our ability to maintain favorable relationships with suppliers. As a distribution company, maintaining favorable relationships with our suppliers is critical to our success. We believe that we add considerable value to the swimming pool and irrigation supply chains by purchasing products from a large number of manufacturers and distributing the products to a highly fragmented customer base on conditions that are more favorable than these customers could obtain on their own. We believe that we currently enjoy good relationships with our suppliers, who generally offer us competitive pricing, return policies and promotional allowances. However, any failure to maintain favorable relationships with our suppliers could have an adverse effect on our business. Our largest suppliers are Pentair Water Pool and Spa, Inc., Hayward Pool Products, Inc. and Zodiac Pool Systems, Inc., which accounted for approximately 20%, 9% and 8%, respectively, of the costs of products we sold in 2018. A decision by our largest suppliers, acting individually or in concert, to sell their products directly to retailers or other end users of their products, bypassing distribution companies like ours, would have an adverse effect on our business. Additionally, if our suppliers experience difficulties or disruptions in their operations or if we lose a single significant supplier due to financial failure or a decision to sell exclusively to retailers or end-use consumers, we may experience increased supply costs or may experience delays in establishing replacement supply sources that meet our quality and control standards. 10 We face intense competition both from within our industry and from other leisure product alternatives. Within our industry, we directly compete against various regional and local distributors as they compete against our customers for the business of pool owners and other end-use customers. We indirectly compete against mass market retailers and large pool or irrigation supply retailers as they purchase the great majority of their needs directly from manufacturers, and to a lesser extent with internet retailers, as they purchase the majority of their needs from distributors. Outside of our industry, we compete indirectly with alternative suppliers of big ticket consumer discretionary products, such as boat and motor home distributors, and with other companies who rely on discretionary homeowner expenditures, such as home remodelers. New competitors may emerge as there are low barriers to entry in our industry, which has led to highly competitive markets consisting of various-sized entities, ranging from small or local operators to large regional businesses. Given the density and demand for pool products, some geographic markets that we serve also tend to have a higher concentration of competitors than others, particularly California, Texas, Florida and Arizona. These states encompass our four largest markets and represented approximately 53% of our net sales in 2018. More aggressive competition by store- and internet-based mass merchants and large pool or irrigation supply retailers could adversely affect our sales. Mass market retailers today carry a limited range of, and devote a limited amount of shelf space to, merchandise and products targeted to our industry. Historically, mass market retailers have generally expanded by adding new stores and product breadth, but their product offering of pool and irrigation related products has remained relatively constant. Should store and internet- based mass market retailers increase their focus on the pool or irrigation industries, or increase the breadth of their pool and irrigation and related product offerings, they may become a more significant competitor for our direct customers and end- use consumers, which could have an adverse impact on our business. We may face additional competitive pressures if large pool or irrigation supply retailers look to expand their customer base to compete more directly within the distribution channel. We depend on our ability to attract, develop and retain highly qualified personnel. We consider our employees to be the foundation for our growth and success. As such, our future success depends in large part on our ability to attract, retain and motivate qualified personnel. This includes succession planning related to our executive officers and key management personnel. If we are unable to attract and retain key personnel, our operating results could be adversely affected. Past growth may not be indicative of future growth. Historically, we have experienced substantial sales growth through organic market share gains, new sales center openings and acquisitions that have increased our size, scope and geographic distribution. Our various business strategies and initiatives, including our growth initiatives, are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond our control. While we contemplate continued growth through internal expansion and acquisitions, no assurance can be made as to our ability to: penetrate new markets; generate sufficient cash flows to support expansion plans and general operating activities; obtain financing; identify appropriate acquisition candidates; • • • • • maintain favorable supplier arrangements and relationships; and • identify and divest assets which do not continue to create value consistent with our objectives. If we do not manage these potential difficulties successfully, our operating results could be adversely affected. Our business is highly seasonal. The demand for our services and our results of operations are affected by the seasonal nature of our business. In 2018, we generated approximately 62% of our net sales and 81% of our operating income in the second and third quarters of the year. These quarters represent the peak months of both swimming pool use, installation, remodeling and repair, and irrigation installations and maintenance. Our sales are substantially lower during the first and fourth quarters of the year, when we may incur net losses. 11 We may not timely identify or effectively respond to consumer needs, expectations or trends, which could adversely affect our relationship with customers, our reputation, the demand for our products and services, and our market share. The success or our business depends in part on our ability to identify and respond promptly to evolving trends in demographics and consumer preferences, expectations and needs while also managing appropriate inventory levels and maintaining an excellent customer experience. It is difficult to successfully predict the products and services our customers will demand. Customer expectations about the methods by which they purchase and receive products or services are also becoming more demanding. Customers routinely use technology to rapidly compare products and prices, determine real-time product availability, and purchase products. Once products are purchased, customers are seeking alternate options for lower-cost delivery of those products. We must continually anticipate and adapt to these changes in the purchasing process. The nature of our business subjects us to compliance with employment, environmental, health, transportation, safety, and other governmental regulations. We are subject to regulation under federal, state, local and international employment, environmental, health, transportation and safety requirements, which govern such things as packaging, labeling, handling, transportation, storage and sale of chemicals and fertilizers. For example, we sell algaecides and pest control products that are regulated as pesticides under the Federal Insecticide, Fungicide and Rodenticide Act and various state pesticide laws. These laws primarily relate to labeling, annual registration and licensing. Management has processes in place to facilitate and support our compliance with these requirements. However, failure to comply with these laws and regulations may result in investigations, the assessment of administrative, civil and criminal fines, damages, seizures, disgorgements, penalties or the imposition of injunctive relief. Moreover, compliance with such laws and regulations in the future could prove to be costly. Although we presently do not expect to incur any capital or other expenditures relating to regulatory matters in amounts that may be material to us, we may be required to make such expenditures in the future. These laws and regulations have changed substantially and rapidly over the last 25 years and we anticipate that there will be continuing changes. The clear trend in environmental, health, transportation and safety regulations is to place more restrictions and limitations on activities that impact the environment, such as the use and handling of chemicals. Increasingly, strict restrictions and limitations have resulted in higher operating costs for us and it is possible that the costs of compliance with such laws and regulations will continue to increase. We will attempt to anticipate future regulatory requirements that might be imposed and we will plan accordingly to remain in compliance with changing regulations and to minimize the costs of such compliance. We store chemicals, fertilizers and other combustible materials that involve fire, safety and casualty risks. We store chemicals and fertilizers, including certain combustibles and oxidizing compounds, at our sales centers. A fire, explosion or flood affecting one of our facilities could give rise to fire, safety and casualty losses and related liability claims. We maintain what we believe is prudent insurance protection. However, we cannot guarantee that our insurance coverage will be adequate to cover future claims that may arise or that we will be able to maintain adequate insurance in the future at rates we consider reasonable. Successful claims for which we are not fully insured may adversely affect our working capital and profitability. In addition, changes in the insurance industry have generally led to higher insurance costs and decreased availability of coverage. We conduct business internationally, which exposes us to additional risks. Our ability to successfully conduct operations in, and source products and materials from, international markets is affected by many of the same risks we face in our U.S. operations, as well as unique costs and difficulties of managing international operations. Our international operations, which accounted for 9% of our total net sales in 2018, expose us to certain additional risks, including: • • • • • • difficulty in staffing international subsidiary operations; different political economic and regulatory conditions; local laws and customs; currency fluctuations; adverse tax consequences; and dependence on other economies. 12 For foreign-sourced products, we may be subject to certain trade restrictions that would prevent us from obtaining products and there is also a greater risk that we may not be able to access products in a timely and efficient manner. Fluctuations in other factors relating to international trade, such as tariffs, transportation costs and inflation are additional risks for our international operations. Changes in tax laws and accounting standards related to tax matters have caused, and may in the future cause, fluctuations in our effective tax rate. Taxation and tax policy changes, tax rate changes, new tax laws, revised tax law interpretations, and changes in accounting standards and guidance related to tax matters, may cause fluctuations in our effective tax rate. The Tax Cuts and Jobs Act (TJCA or the Act), enacted in December 2017, significantly changed U.S. tax law. Our income tax provision is based on our current interpretation of this legislation and on reasonable estimates and may change as a result of new guidance issued by regulators. Our effective tax rate may also be impacted by changes in the geographic mix of our earnings. In the first quarter of 2017, we adopted Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, on a prospective basis. Our projections of financial statement impacts related to ASU 2016-09 are subject to several assumptions which can vary significantly, including our estimated share price and the period that our employees will exercise vested stock options. Excess tax benefits or deficiencies recognized under ASU 2016-09 vary from quarter to quarter and past results may not be indicative of future results. We depend on a global network of suppliers to source our products. Product quality or safety concerns could negatively impact our sales and expose us to legal claims. We rely on manufacturers and other suppliers to provide us with the products we sell and distribute. As we increase the number of Pool Corporation and Pool Systems Pty. Ltd. branded products we distribute, our exposure to potential liability claims may increase. Product and service quality issues could negatively impact customer confidence in our brands and our business. If our product and service offerings do not meet applicable safety standards or our customers’ expectations regarding safety or quality, we could experience lost sales and increased costs and be exposed to legal, financial and reputational risks, as well as governmental enforcement actions. The risk of claims may also be greater with respect to products manufactured by third-party suppliers outside the United States, particularly in China. Uncertainties with respect to foreign legal systems may adversely affect us in resolving claims arising from our foreign sourced products. Even if we are successful in defending any claim relating to the products we distribute, claims of this nature could negatively impact customer confidence in our products and our company. We rely on information technology systems to support our business operations. Any disturbance or breach of our technological infrastructure could adversely affect our financial condition and results of operations. Additionally, failure to maintain the security of confidential information could damage our reputation and expose us to litigation. Information technology supports several aspects of our business, including among others, product sourcing, pricing, customer service, transaction processing, financial reporting, collections and cost management. Our ability to operate effectively on a day to day basis and accurately report our results depends on a solid technological infrastructure, which is inherently susceptible to internal and external threats. We are vulnerable to interruption by fire, natural disaster, power loss, telecommunication failures, internet failures, security breaches and other catastrophic events. Exposure to various types of cyber-attacks such as malware, computer viruses, worms, or other malicious acts, as well as human error, could also potentially disrupt our operations or result in a significant interruption in the delivery of our goods and services. Advances in computer and software capabilities, encryption technology and other discoveries increase the complexity of our technological environment, including how each interact with our various software platforms. Such advances could delay or hinder our ability to process transactions or could compromise the integrity of our data, resulting in a material adverse impact on our financial condition and results of operations. We also may experience occasional system interruptions and delays that make our information systems unavailable or slow to respond, including the interaction of our information systems with those of third parties. A lack of sophistication or reliability of our information systems could adversely impact our operations and customer service and could require major repairs or replacements, resulting in significant costs and foregone revenue. We have designed numerous procedures and protocols to mitigate cybersecurity risks. We continually invest in information technology security and update our business continuity plan. In the event a cybersecurity threat occurs, we have processes in place to timely notify the appropriate personnel for assessment and resolution. We also continue to expand our company-wide training programs as part of our efforts to prevent such attacks. However, the failure to maintain security over and prevent unauthorized access to our data, our customers’ personal information, including credit card information, or data belonging to our suppliers, could put us at a competitive disadvantage. Such a breach could result in damage to our reputation and subject us to 13 potential litigation, liability, fines and penalties, resulting in a possible material adverse impact on our financial condition and results of operations. A terrorist attack or the threat of a terrorist attack could have a material adverse effect on our business. Discretionary spending on leisure product offerings such as ours is generally adversely affected during times of economic or political uncertainty. The potential for terrorist attacks, the national and international responses to terrorist attacks, and other acts of war or hostility could create these types of uncertainties and negatively impact our business for the short or long term in ways that cannot presently be predicted. Item 1B. Unresolved Staff Comments None. 14 Item 2. Properties We lease the Pool Corporation corporate offices, which consist of approximately 60,293 square feet of office space in Covington, Louisiana, from an entity in which we have a 50% ownership interest. We own two sales center facilities in Florida, two in Texas, one in California, one in Georgia and one in Tennessee. We lease all of our other properties and the majority of our leases have three to seven year terms. As of December 31, 2018, we had 11 leases with remaining terms longer than seven years that expire between 2026 and 2032. Most of our leases contain renewal options, some of which involve rent increases. In addition to minimum rental payments, which are set at competitive rates, certain leases require reimbursement for taxes, maintenance and insurance. Our sales centers range in size from approximately 2,000 square feet to 60,000 square feet and generally consist of warehouse, counter, display and office space. Our centralized shipping locations (CSLs) range in size from approximately 103,000 square feet to 185,000 square feet. We believe that our facilities are well maintained, suitable for our business and occupy sufficient space to meet our operating needs. As part of our normal business, we regularly evaluate sales center performance and site suitability and may relocate a sales center or consolidate two locations if a sales center is redundant in a market, underperforming or otherwise deemed unsuitable. We do not believe that any single lease is material to our operations. The table below summarizes the changes in our sales centers during the year ended December 31, 2018: Network SCP Superior Horizon NPT (3) Total Domestic SCP International Total 12/31/17 (1) 168 67 64 16 315 36 351 New Locations 2 3 — 1 6 3 9 Consolidated Location (2) — — (1) — (1) — (1) Acquired Locations — — 4 — 4 1 5 12/31/18 170 70 67 17 324 40 364 (1) At the beginning of 2018, we converted one Superior sales center to SCP and one Horizon sales center to Superior. (2) Consolidated sales centers are those locations where we expect to transfer the majority of the existing business to our (3) nearby sales center locations. In addition to the stand-alone NPT sales centers, there are over 100 SCP and Superior locations that have consumer showrooms and serve as stocking locations that feature NPT brand tile and composite finish products. 15 The table below identifies the number of sales centers in each state, territory or country by distribution network as of December 31, 2018: Location United States California Texas Florida Arizona Georgia Nevada Tennessee Washington Alabama New York Virginia Colorado Louisiana New Jersey North Carolina Pennsylvania Illinois Indiana Missouri Ohio Oregon South Carolina Arkansas Idaho Oklahoma Connecticut Kansas Maryland Massachusetts Michigan Minnesota Mississippi Hawaii Iowa Kentucky Nebraska New Mexico Puerto Rico Utah Wisconsin Total United States International Canada Australia France Mexico Portugal Spain Belgium Colombia Croatia Germany Italy United Kingdom Total International Total SCP Superior Horizon NPT Total 29 21 35 6 6 2 5 1 4 6 2 1 5 3 3 3 3 2 3 2 1 3 3 1 2 2 2 1 2 2 1 2 1 1 — 1 1 1 1 — 170 14 6 6 4 2 2 1 1 1 1 1 1 40 210 25 5 5 7 2 3 3 — 2 — 1 2 — 2 1 1 1 2 1 2 — 1 — — 1 — — — — — 1 — — — 1 — — — — 1 70 — — — — — — — — — — — — — 70 16 17 16 4 9 — 3 — 6 — — 3 2 — — 1 — — — — — 3 — — 2 — — — 1 — — — — — — — — — — — — 67 — — — — — — — — — — — — — 67 6 6 1 2 1 — — — — — — — — — — 1 — — — — — — — — — — — — — — — — — — — — — — — — 17 — — — — — — — — — — — — — 17 77 48 45 24 9 8 8 7 6 6 6 5 5 5 5 5 4 4 4 4 4 4 3 3 3 2 2 2 2 2 2 2 1 1 1 1 1 1 1 1 324 14 6 6 4 2 2 1 1 1 1 1 1 40 364 Item 3. Legal Proceedings From time to time, we are subject to various claims and litigation arising in the ordinary course of business, including product liability, personal injury, commercial, contract and employment matters. While the outcome of any litigation is inherently unpredictable, based on currently available facts we do not believe that the ultimate resolution of any of these matters will have a material adverse impact on our financial condition, results of operations or cash flows. Item 4. Mine Safety Disclosures Not applicable. 17 PART II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the NASDAQ Global Select Market under the trading symbol “POOL.” On February 21, 2019, there were approximately 87,073 holders of record of our common stock. We initiated quarterly dividend payments to our shareholders in the second quarter of 2004 and we have continued payments in each subsequent quarter. Our Board of Directors (our Board) has increased the dividend amount thirteen times including in the fourth quarter of 2004, annually in the second quarters of 2005 through 2008 and in the second quarters of 2011 through 2018. Our Board may declare future dividends at their discretion, after considering various factors, including our earnings, capital requirements, financial position, contractual restrictions and other relevant business considerations. For a description of restrictions on dividends in our Credit Facility and Receivables Facility, see Note 5 of “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K. We cannot assure shareholders or potential investors that dividends will be declared or paid any time in the future if our Board determines that there is a better use of our funds. Stock Performance Graph The information included under the caption “Stock Performance Graph” in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 (the 1934 Act) or to the liabilities of Section 18 of the 1934 Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the 1934 Act, except to the extent we specifically incorporate it by reference into such a filing. The following graph compares the total shareholder return on our common stock for the last five fiscal years with the total return on the S&P MidCap 400 Index and the NASDAQ Index for the same period, in each case assuming the investment of $100 on December 31, 2013 and the reinvestment of all dividends. We believe the S&P MidCap 400 Index includes companies with market capitalizations comparable to ours. Additionally, we chose the S&P MidCap 400 Index for comparison, as opposed to an industry index, because we do not believe that we can reasonably identify a peer group or a published industry or line-of-business index that contains companies in a similar line of business. Company / Index Pool Corporation S&P MidCap 400 Index NASDAQ Index Base Period 12/31/13 100.00 $ 100.00 100.00 Indexed Returns Years Ending 12/31/16 186.96 $ 129.65 133.62 12/31/17 235.19 $ 150.71 173.22 12/31/18 272.69 $ 134.01 168.30 12/31/14 110.71 $ 109.77 114.75 12/31/15 142.95 $ 107.38 122.74 18 Purchases of Equity Securities The table below summarizes the repurchases of our common stock in the fourth quarter of 2018: Period October 1 – October 31, 2018 November 1 – November 30, 2018 December 1 – December 31, 2018 Total Total Number of Shares Purchased (1) 353,071 339,645 321,409 1,014,125 Average Price Paid per Share $ $ $ $ 145.63 148.36 145.46 146.49 Total Number of Shares Purchased as Part of Publicly Announced Plan (2) 353,071 339,645 321,409 1,014,125 Maximum Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan (3) $ $ $ 166,922,688 116,531,471 69,779,132 (1) These shares may include shares of our common stock surrendered to us by employees in order to satisfy minimum tax withholding obligations in connection with certain exercises of employee stock options or lapses upon vesting of restrictions on previously restricted share awards, and/or to cover the exercise price of such options granted under our share-based compensation plans. There were no shares surrendered for this purpose in the fourth quarter of 2018. In May 2018, our Board authorized an additional $200.0 million under our share repurchase program for the repurchase of shares of our common stock in the open market at prevailing market prices or in privately negotiated transactions. (2) (3) As of February 21, 2019, our total authorization remaining was $49.2 million. 19 Item 6. Selected Financial Data The table below sets forth selected financial data from the Consolidated Financial Statements. You should read this information in conjunction with the discussions in Item 7 of this Form 10-K and with the Consolidated Financial Statements and accompanying Notes in Item 8 of this Form 10-K. (in thousands, except per share data) Year Ended December 31, 2018 (1) 2017 (1) 2016 2015 2014 Statement of Income Data Net sales Operating income Net income Net income attributable to Pool Corporation Earnings per share: Basic Diluted Cash dividends declared per common share $ 2,998,097 $ 2,788,188 $ 2,570,803 $ 2,363,139 $ 2,246,562 313,889 234,461 234,461 284,371 191,339 191,633 255,859 148,603 148,955 216,222 128,224 128,275 188,870 111,030 110,692 $ $ $ 5.82 5.62 1.72 $ $ $ 4.69 4.51 1.42 $ $ $ 3.56 3.47 1.19 $ $ $ 2.98 2.90 1.00 $ $ $ 2.50 2.44 0.85 Balance Sheet Data Working capital Total assets (2) Total debt (2) Stockholders’ equity Other Base business sales growth (3) Number of sales centers $ 609,634 $ 460,682 $ 399,337 $ 356,899 $ 345,305 1,240,871 1,101,062 666,761 223,590 519,650 223,146 994,095 438,042 205,210 934,361 328,045 255,743 890,971 318,872 244,352 7% 364 7% 351 7% 344 5% 336 7% 328 (1) Our Net income and Net income attributable to Pool Corporation in 2018 and 2017 were impacted by both U.S. tax reform and Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting. In the first quarter of 2017, we adopted ASU 2016-09, which requires us to recognize all excess tax benefits or deficiencies related to share-based compensation as a component of our income tax provision on our Consolidated Statements of Income, rather than a component of stockholders’ equity on our Consolidated Balance Sheets. This adoption benefited our Net income and Net income attributable to Pool Corporation by $15.3 million in 2018 and $12.6 million in 2017. As a result of U.S. tax reform, we recorded a provisional tax benefit of $12.0 million in the fourth quarter of 2017, which primarily reflects re measurement of our net deferred tax liability. No such tax benefits were applicable in prior years. (2) Upon adoption of Accounting Standards Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs, we now include financing costs, net of accumulated amortization as a component of long-term debt. For comparability across all periods presented on our Consolidated Balance Sheets, we reclassified certain amounts from Other assets, net in prior periods to Long-term debt, net to conform to our 2018 through 2016 presentation. (3) For a discussion regarding our calculation of base business sales, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - RESULTS OF OPERATIONS,” of this Form 10-K. 20 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations For a discussion of our base business calculations, see the RESULTS OF OPERATIONS section below. 2018 FINANCIAL OVERVIEW Financial Results We delivered solid results in 2018. Despite a later than normal start to the year, and an earlier end, we produced sales growth of 8% in 2018 on top of sales growth of 8% in 2017. Our focus on organic growth, process discipline and value creation allowed us to convert this top line growth into operating income growth of 10% over 2017. Base business sales grew 7% over last year fueled by continued demand for discretionary products such as building materials, lighting and swimming pool equipment. Gross profit increased 8% for the year ended December 31, 2018 compared to 2017. Gross margin grew 10 basis points to 29.0% for 2018 compared to 28.9% in 2017. We attribute much of the gross margin improvement to our execution of supply chain management initiatives in a higher than normal inflationary environment in our industry. Selling and administrative expenses (operating expenses) increased 7% compared to 2017, with base business operating expenses up 5% over last year. The increase in base business operating expenses was primarily due to higher growth-driven labor and freight expenses, as well as greater facility-related costs. As a percentage of net sales, operating expenses declined 10 basis points. Operating income for the year increased 10% to $313.9 million, up from $284.4 million in 2017. Operating income as a percentage of net sales (operating margin) increased to 10.5% in 2018 compared to 10.2% in 2017. Both Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, which we adopted on January 1, 2017, and U.S. tax reform enacted in December 2017 impacted our income tax provision in 2018 and 2017. Our effective tax rate was 20.1% in 2018 and 29.0% in 2017. We recorded a $15.3 million, or $0.36 per diluted share, benefit from ASU 2016-09 for the year ended December 31, 2018 compared to a benefit of $12.6 million, or $0.24 per diluted share, realized in the same period in 2017. Excluding the benefits from ASU 2016-09, our effective tax rate was 25.3% in 2018 and 33.7% in 2017. We expect our annual effective tax rate (excluding the benefit from ASU 2016-09) for 2019 will approximate 25.5%, which is consistent with 2018 and a reduction compared to our historical rate of approximately 38.5% due to the impact of U.S. tax reform. Net income attributable to Pool Corporation increased 22% compared to 2017, while earnings per share was up 25% to $5.62 per diluted share. Excluding the impacts of ASU 2016-09 discussed above, diluted earnings per share increased 23% over last year. Financial Position and Liquidity Cash provided by operations was $118.7 million in 2018. Combined with $146.5 million in net proceeds from borrowings, cash from operating activities helped fund the following initiatives: • • • • • share repurchases in the open market of $183.6 million; growth in net working capital of $165.8 million; quarterly cash dividend payments to shareholders, totaling $69.4 million for the year; net capital expenditures of $31.6 million; and payments of $2.6 million for acquisitions. Total net receivables, including pledged receivables, increased 6% compared to December 31, 2017, reflective of fourth quarter sales growth and recent acquisitions. Our allowance for doubtful accounts was $6.2 million at December 31, 2018 and $3.9 million at December 31, 2017, primarily reflecting additional specific reserves for certain customers. Our days sales outstanding ratio, as calculated on a trailing four quarters basis, was 30.1 days at December 31, 2018 and 29.8 days at December 31, 2017. Inventory levels grew 25% to $672.6 million at December 31, 2018 compared to $536.5 million at December 31, 2017, primarily related to increased inventory purchases ahead of greater-than-normal vendor price increases. Our reserve for inventory obsolescence was $7.7 million at December 31, 2018 compared to $6.3 million at December 31, 2017. Our inventory turns, as calculated on a trailing four quarters basis, were 3.2 times at December 31, 2018 and 3.5 times at December 31, 2017. 21 Total debt outstanding of $666.8 million at December 31, 2018 increased $147.1 million, or 28%, compared to December 31, 2017 primarily to fund the additional inventory purchases discussed above and share repurchases. Current Trends and Outlook While market conditions have been generally favorable the past year, a number of factors weigh on our industry, including lagging new home construction, tighter lending standards, and the slower progression of a younger generation burdened by student debt and underemployment. Labor availability and cost have also become issues in recent years, limiting our customers’ ability to fully meet consumer demand, particularly in construction and renovation markets. The post-recession market environment from 2010 to 2018 was characterized by the cautious recovery of consumer spending, modest housing recovery and low inflation. However, in terms of homeowners investing in their existing homes, discretionary expenditures, including backyard renovations, flourished over this time period. We expect that new pool and irrigation construction levels will continue to grow incrementally, but we believe that consumer investments in outdoor living spaces beyond the swimming pool will generate greater growth over the next five years. Although some constraints exist around residential construction activities, economic trends indicate that consumer spending has largely recovered, and we believe that we are well positioned to take advantage of both the market expansion and the inherent long term growth opportunities in our industry. Additionally, recent regulation passed by the U.S. Department of Energy mandates all new and replacement motors and pumps for swimming pools must be variable speed by July 2021. This mandate, coupled with additional product developments and technological advancements, offers further growth opportunities over the next few years. While we estimate that new pool construction increased to approximately 80,000 new units in 2018, construction levels are still down approximately 65% compared to peak historical levels and down approximately 50% from what we consider normal levels. Favorable weather plays a role in industry growth by accelerating growth in any given year, while unfavorable weather impedes growth. For 2018, we started the year off strong, but a delayed spring resulted in a later than normal start to the swimming pool season, and we finished the year with an earlier end based on weather trends. In contrast, in 2017 specifically, our industry experienced modestly favorable weather overall, despite the severe storms that impacted our industry in Texas and Florida in September and October. In 2016, an earlier start to the swimming pool season due to warmer than usual temperatures and overall favorable weather throughout the rest of the year benefited the industry as a whole. In establishing our outlook each year, we base our growth assumptions on normal weather conditions and do not incorporate alternative weather predictions into our guidance. We established our initial outlook for 2019 based on reasonable expectations of organic market share growth, ongoing leverage of infrastructure and continuous process improvements. For 2019, we expect the macroeconomic environment in the United States will be quite similar to 2018. We expect to continue to gain market share through our comprehensive service and product offerings, which we continually diversify through internal sourcing initiatives and expansion into new markets. We also plan to broaden our geographic presence by opening 4 to 6 new sales centers in 2019 and by making selective acquisitions when appropriate opportunities arise. The following section summarizes our outlook for 2019: • We expect sales growth of 7% to 9%, impacted by the following factors and assumptions: normal weather patterns for 2019; continued growth from replacement, remodeling and construction activity and market expansion through newer product offerings like hardscapes and commercial pools; inflationary product cost increases of approximately 3% to 4% (or approximately 2% above the historical average); estimated 1% growth from acquisitions completed throughout 2018; and same selling days in 2019 compared to 2018, with one less day in the first quarter and one additional day in the third quarter in 2019. • By quarter, we expect shifts in our 2019 sales activity, which will affect sales growth comparisons to 2018. For the first quarter of 2019, we expect the loss of a selling day, a delayed Easter and lower customer early buy sales to defer an estimated $20 million to $30 million of sales to the second and third quarters in 2019. 22 • We expect relatively neutral gross margin trends for the full year with higher gross margin growth in the first quarter of 2019 compared to 2018 due to projected benefits from our strategic inventory purchases in 2018 and expected lower customer early buy sales in the first quarter of 2019. We expect gross margin growth to moderate substantially in the second and third quarters and become a difficult comparison in the fourth quarter of 2019 based on our 2018 results. • We expect operating expenses will grow at approximately 60% of the rate of our gross profit growth, reflecting inflationary increases and incremental costs to support our sales growth expectations. The main challenges in achieving this metric include managing people and facility costs in tight labor and real estate markets. However, we continue to see significant opportunity to leverage our existing infrastructure to achieve this goal. In 2019, we expect our effective tax rate will approximate 25.5%, excluding the impact of ASU 2016-09. This projected rate is a reduction from our historical rate of approximately 38.5%. Our effective tax rate is dependent upon our results of operations and may change if actual results are different from our current expectations, particularly any significant changes in our geographic mix. Due to ASU 2016-09 requirements, we expect our effective tax rate will fluctuate from quarter to quarter, particularly in periods when employees elect to exercise their vested stock options or when restrictions on share-based awards lapse. Based on our December 31, 2018 stock price, we estimate that we have approximately $7.2 million in unrealized excess tax benefits related to stock options that will expire in the second quarter of 2019 and restricted awards that will vest in 2019. We may recognize additional tax benefits related to stock option exercises in 2019 from grants that expire in years after 2019, for which we have not included any expected benefits in our guidance. The estimated impact related to ASU 2016-09 is subject to several assumptions which can vary significantly, including our estimated share price and the period that our employees will exercise vested stock options. We recorded a $15.3 million benefit in our provision for income taxes for the year ended December 31, 2018 related to ASU 2016-09. We project that 2019 earnings will be in the range of $6.05 to $6.35 per diluted share, including an estimated $0.18 favorable impact from ASU 2016-09. Excluding the impact of timing differences from our strategic inventory purchases in the second half of 2018, we expect cash provided by operations will approximate net income for fiscal 2019, and subject to additional authorization by our Board of Directors, we anticipate that we will use $150.0 million to $200.0 million in cash for share repurchases. On January 1, 2019, we adopted ASU 2016-02, Leases. We do not expect the new accounting pronouncement to have a material impact on our results of operations and cash flows. For additional details, see Note 1 of our “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K. The forward-looking statements in this Current Trends and Outlook section are subject to significant risks and uncertainties, including the sensitivity of our business to weather conditions, changes in the economy and the housing market, our ability to maintain favorable relationships with suppliers and manufacturers, competition from other leisure product alternatives and mass merchants, and other risks detailed in Item 1A of this Form 10-K. Also see “Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995” prior to Item 1A. CRITICAL ACCOUNTING ESTIMATES We prepare our Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (GAAP), which requires management to make estimates and assumptions that affect reported amounts and related disclosures. Management identifies critical accounting estimates as: • • those that require the use of assumptions about matters that are inherently and highly uncertain at the time the estimates are made; and those for which changes in the estimates or assumptions, or the use of different estimates and assumptions, could have a material impact on our consolidated results of operations or financial condition. Management has discussed the development, selection and disclosure of our critical accounting estimates with the Audit Committee of our Board. We believe the following critical accounting estimates require us to make the most difficult, subjective or complex judgments. Allowance for Doubtful Accounts We maintain an allowance for doubtful accounts based on an estimate of the losses we will incur if our customers do not make required payments. We perform periodic credit evaluations of our customers and typically do not require collateral. Consistent with industry practices, we generally require payment from our North American customers within 30 days, except for sales under early buy programs for which we provide extended payment terms to qualified customers. The extended terms usually require 23 payments in equal installments in April, May and June or May and June, depending on geographic location. Credit losses have generally been within or better than our expectations. Similar to our business, our customers’ businesses are seasonal. Sales are lowest in the winter months and our past due accounts receivable balance as a percentage of total receivables generally increases during this time. We provide reserves for uncollectible accounts based on our accounts receivable aging. These reserves range from 0.05% for amounts currently due to up to 100% for specific accounts more than 60 days past due. At the end of each quarter, we perform a reserve analysis of all accounts with balances greater than $20,000 and more than 60 days past due. Additionally, we perform a separate reserve analysis on the balance of our accounts receivables with emphasis on past due accounts. As we review these past due accounts, we evaluate collectability based on a combination of factors including: • • • • aging statistics and trends; customer payment history; independent credit reports; and discussions with customers. During the year, we write off account balances when we have exhausted reasonable collection efforts and determined that the likelihood of collection is remote. These write-offs are charged against our allowance for doubtful accounts. In the past five years, write-offs have averaged approximately 0.06% of net sales annually. Write-offs as a percentage of net sales approximated 0.07% in 2018, 0.05% in 2017 and 0.07% in 2016. We expect that write-offs will range from 0.05% to 0.10% of net sales in 2019. At the end of each fiscal year, we prepare a hindsight analysis by comparing the prior year end allowance for doubtful accounts balance to (i) current year write-offs and (ii) any significantly aged outstanding receivable balances. Based on our hindsight analysis, we concluded that the prior year allowance was within a range of acceptable estimates and that our estimation methodology is appropriate. If the balance of the accounts receivable reserve increased or decreased by 20% at December 31, 2018, pretax income would change by approximately $1.2 million and earnings per share would change by approximately $0.02 per diluted share (based on the number of weighted average diluted shares outstanding for the year ended December 31, 2018). Inventory Obsolescence Product inventories represent the largest asset on our balance sheet. Our goal is to manage our inventory such that we minimize stock-outs to provide the highest level of service to our customers. To do this, we maintain at each sales center an adequate inventory of stock keeping units (SKUs) with the highest sales volumes. At the same time, we continuously strive to better manage our slower moving classes of inventory, which are not as critical to our customers and thus, inherently turn at slower rates. We classify products into 13 classes at the sales center level based on sales at each location over the expected sellable period, which is the previous 12 months for most products. All inventory is included in these classes, except for special order non-stock items that lack a SKU in our system and products with less than 12 months of usage. The table below presents a description of these inventory classes: Class 0 new products with less than 12 months usage Classes 1-4 highest sales value items, which represent approximately 80% of net sales at the sales center Classes 5-12 lower sales value items, which we keep in stock to provide a high level of customer service Class 13 products with no sales for the past 12 months at the local sales center level, excluding special order products not yet delivered to the customer Null class non-stock special order items 24 There is little risk of obsolescence for products in classes 1-4 because products in these classes generally turn quickly. We establish our reserve for inventory obsolescence based on inventory classes 5-13, which we believe represent some exposure to inventory obsolescence, with particular emphasis on SKUs with the least sales over the previous 12 months. The reserve is intended to reflect the value of inventory at net realizable value. We provide a reserve of 5% for inventory in classes 5-13 and non-stock inventory as determined at the sales center level. We also provide an additional 5% reserve for excess inventory in classes 5-12 and an additional 45% reserve for excess inventory in class 13. We determine excess inventory, which is defined as the amount of inventory on hand in excess of the previous 12 months’ usage, on a company-wide basis. We also evaluate whether the calculated reserve provides sufficient coverage of the total class 13 inventory. In evaluating the adequacy of our reserve for inventory obsolescence, we consider a combination of factors including: • • • • • the level of inventory in relation to historical sales by product, including inventory usage by class based on product sales at both the sales center and on a company-wide basis; changes in customer preferences or regulatory requirements; seasonal fluctuations in inventory levels; geographic location; and superseded products and new product offerings. We periodically adjust our reserve for inventory obsolescence as changes occur in the above-identified factors. At the end of each fiscal year, we prepare a hindsight analysis by comparing the prior year end obsolescence reserve balance to (i) current year inventory write-offs and (ii) the value of products with no sales for the past 12 months that remain in inventory. Based on our hindsight analysis, we concluded that our prior year reserve was within a range of acceptable estimates and that our estimation methodology is appropriate. If the balance of our inventory reserve increased or decreased by 20% at December 31, 2018, pretax income would change by approximately $1.5 million and earnings per share would change by approximately $0.03 per diluted share (based on the number of weighted average diluted shares outstanding for the year ended December 31, 2018). Vendor Programs Many of our vendor arrangements provide for us to receive specified amounts of consideration when we achieve any of a number of measures. These measures generally relate to the volume level of purchases from our vendors, or our net cost of products sold, and may include negotiated pricing arrangements. We account for vendor programs as a reduction of the prices of the vendor’s products and therefore a reduction of inventory until we sell the product, at which time we recognize such consideration as a reduction of cost of sales in our income statement. Throughout the year, we estimate the amount earned based on our expectation of total purchases for the fiscal year relative to the purchase levels that mark our progress toward the attainment of various levels within certain vendor programs. We accrue vendor program benefits on a monthly basis using these estimates provided that we determine they are probable and reasonably estimable. Our estimates for annual purchases, future inventory levels and sales of qualifying products are driven by our sales projections, which can be significantly impacted by a number of external factors including changes in economic conditions and weather. Changes in our purchasing mix also impact our estimates, as certain program rates can vary depending on our volume of purchases from specific vendors. We continually revise these estimates throughout the year to reflect actual purchase levels and identifiable trends. As a result, our estimated quarterly vendor program benefits accrual may include cumulative catch-up adjustments to reflect any changes in our estimates between reporting periods. These adjustments tend to have a greater impact on gross margin in the fourth quarter since it is our seasonally slowest quarter and because the majority of our vendor arrangements are based on calendar year periods. We update our estimates for these arrangements at year end to reflect actual annual purchase levels. In the first quarter of the subsequent year, we prepare a hindsight analysis by comparing actual vendor credits received to the prior year vendor receivable balances. Based on our hindsight analysis, we concluded that our vendor program estimates were within a range of acceptable estimates and that our estimation methodology is appropriate. If market conditions were to change, vendors may change the terms of some or all of these programs. Although such changes would not affect the amounts we have recorded related to products already purchased, they may lower or raise our cost for products purchased and sold in future periods. 25 Income Taxes We record deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using currently enacted rates and laws that will be in effect when we expect the differences to reverse. Due to changing tax laws and state income tax rates, significant judgment is required to estimate the effective tax rate expected to apply to tax differences that are expected to reverse in the future. In December 2017, the Tax Cuts and Jobs Act (the TJCA or the Act) was enacted, which significantly changed U.S. tax law. In accordance with Accounting Standards Codification Topic (ASC) 740, Income Taxes, we are required to account for the new requirements in the period that includes the date of enactment. The Act reduced the overall corporate income tax rate to 21%, created a territorial tax system (with a one-time mandatory transition tax on previously deferred foreign earnings), broadened the tax base and allowed for the immediate capital expensing of certain qualified property. Due to the complexities presented by the Act, particularly for companies with multi-national operations, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) 118 (SAB 118) to provide guidance to companies who were not able to complete their accounting in the period of enactment prior to the reporting deadlines. Under the guidance in SAB 118, provisional amounts based on reasonable estimates were allowable for companies that had not yet completed their accounting for certain elements under the Act. As a result of this guidance, we recorded a provisional net benefit to our income tax provision in the fourth quarter of 2017. As of December 31, 2018, we completed our accounting for the tax effects of the Act, which did not result in a material adjustment to our provisional amount. For the Global Intangible Low Tax Income (GILTI) provisions of the Act, we have elected an accounting policy to record GILTI as period costs if and when incurred. As of December 31, 2018, United States income taxes were not provided on the earnings or cash balances of our foreign subsidiaries, outside of the provisions of the transition tax from U.S. tax reform. As we have historically invested or expect to invest the undistributed earnings indefinitely to fund current cash flow needs in the countries where held, additional income tax provisions may be required. Determining the amount of unrecognized deferred tax liability on these undistributed earnings and cash balances is not practicable due to the complexity of tax laws and regulations and the varying circumstances, tax treatments and timing of any future repatriation. We determined not to change our indefinite reinvestment assertion in light of U.S. tax reform. We operate in 39 states, 1 United States territory and 12 foreign countries. We are subject to regular audits by federal, state and foreign tax authorities, and the amount of income taxes we pay is subject to adjustment by the applicable tax authorities. We recognize a benefit from an uncertain tax position only after determining it is more likely than not that the tax position will withstand examination by the applicable taxing authority. Our estimate for the potential outcome of any uncertain tax issue is highly judgmental. We regularly evaluate our tax positions and incorporate these expectations into our reserve estimates. We believe we have adequately provided for any reasonably foreseeable outcome related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, or when statutes of limitation on potential assessments expire. These adjustments may include changes in valuation allowances that we have established. As a result of these uncertainties, our total income tax provision may fluctuate on a quarterly basis. Each year, we prepare a return to provision analysis upon filing our income tax returns. Based on this hindsight analysis, we concluded that our prior year income tax provision was within a range of acceptable estimates and that our provision calculation methodology is appropriate. Differences between our effective income tax rate and federal and state statutory tax rates are primarily due to valuation allowances recorded for certain of our international subsidiaries with tax losses. Performance-Based Compensation Accrual The Compensation Committee of our Board (Compensation Committee) annually reviews our compensation structure to oversee management’s implementation of maintaining a program that attracts, retains, develops and motivates employees without leading to unnecessary risk taking. Our compensation packages include bonus plans that are specific to each group of eligible participants and their levels and areas of responsibility. The majority of our bonus plans have annual cash payments that are based primarily on objective performance criteria. We calculate bonuses based on the achievement of certain key measurable financial and operational results, including operating income and diluted earnings per share (EPS). 26 We use an annual cash performance award (annual bonus) to focus corporate behavior on short-term goals for growth, financial performance and other specific financial and business improvement metrics. Management sets the Company’s annual bonus objectives at the beginning of the bonus plan year using both historical information and forecasted results of operations for the current plan year. Management also establishes specific business improvement objectives for both our operating units and corporate employees. The Compensation Committee approves objectives for annual bonus plans involving executive management. We also utilize our medium-term (three-year) Strategic Plan Incentive Program (SPIP) to provide senior management with an additional cash-based, pay-for-performance award based on the achievement of specified earnings growth objectives. Payouts through the SPIP are based on three-year compound annual growth rates (CAGRs) of our diluted EPS. We record annual performance-based compensation accruals based on operating income achieved in a quarter as a percentage of total expected operating income for the year. We estimate total expected operating income for the current plan year using management’s estimate of the total overall incentives earned per the stated bonus plan objectives. Starting in June, and continuing each quarter through our fiscal year end, we adjust our estimated performance-based compensation accrual based on our detailed analysis of each bonus plan, the participants’ progress toward achievement of their specific objectives and management’s estimates related to the discretionary components of the bonus plans, if any. We record SPIP accruals based on our total expected EPS for the current fiscal year and earnings growth estimates for the succeeding two years. We base our current fiscal year estimates on the same assumptions used for our annual bonus calculation and we base our forward-looking estimates on historical growth trends and our projections for the remainder of the three-year performance periods. Our quarterly performance-based compensation expense and accrual balances may vary relative to actual annual bonus expense and payouts due to the following: • • • differences between estimated and actual performance; our projections related to achievement of multiple-year performance objectives for our SPIP; and the discretionary components of the bonus plans. We generally make bonus payments at the end of February following the most recently completed fiscal year. Each year, we compare the actual bonus payouts to amounts accrued at the previous year end to determine the accuracy of our performance based compensation estimates. Based on our hindsight analysis, we concluded that our performance-based compensation accrual balances were within a reasonable range of acceptable estimates and that our estimation methodologies are appropriate. Impairment of Goodwill and Other Indefinite-Lived Intangible Assets Goodwill is our largest intangible asset. At December 31, 2018, our goodwill balance was $188.5 million, representing approximately 15% of total assets. Goodwill represents the excess of the amount we paid to acquire a company over the estimated fair value of tangible assets and identifiable intangible assets acquired, less liabilities assumed. We perform a goodwill impairment test in the fourth quarter of each year or on a more frequent basis if events or changes in circumstances occur that indicate potential impairment. If the estimated fair value of any of our reporting units falls below its carrying value, we compare the estimated fair value of the reporting unit’s goodwill to its carrying value. If the carrying value of a reporting unit’s goodwill exceeds its estimated fair value, we perform a calculation to measure impairment, which includes valuing the tangible and intangible assets. We recognize any impairment loss in operating income. Since we define an operating segment as an individual sales center and we do not have operations below the sales center level, we define a reporting unit as an individual sales center. As of October 1, 2018, we had 223 reporting units with allocated goodwill balances. The most significant goodwill balance for a reporting unit was $5.7 million and the average goodwill balance was $0.8 million. In October of 2018, 2017 and 2016, we performed our annual goodwill impairment test and did not identify any goodwill impairment at the reporting unit level. In the third quarter of 2016, we recorded a $0.6 million goodwill impairment charge related to an at- risk reporting unit in Quebec, Canada. This location’s results came in above expectations at the end of both the 2018 and 2017 swimming pool seasons, and as of December 31, 2018, the remaining goodwill balance for this reporting unit was $1.7 million. 27 We estimate the fair value of our reporting units based on an income approach that incorporates our assumptions for determining the present value of future cash flows. We project future cash flows using management’s assumptions for sales growth rates, operating margins, discount rates and multiples. These estimates can significantly affect the outcome of our impairment test. We also review for potential impairment indicators at the reporting unit level based on an evaluation of recent historical operating trends, current and projected local market conditions and other relevant factors as appropriate. To test the reasonableness of our fair value estimates, we compared our aggregate estimated fair values to our market capitalization as of the date of our annual impairment test. We expect that a reasonable fair value estimate would reflect a moderate acquisition premium. Our aggregate estimated fair values fell in line with our market capitalization, which we consider to be reasonable for the purpose of our goodwill impairment test. To facilitate a sensitivity analysis, we reduced our consolidated fair value estimate to reflect more conservative discounted cash flow assumptions, the sensitivity of a 50 basis point increase in our estimated weighted average cost of capital or a 50 basis point decrease in the estimated perpetuity growth rate. Our sensitivity analysis generated a fair value estimate significantly below our market capitalization and resulted in the identification of no goodwill impairments and no additional at-risk locations. Based on our 2018 goodwill impairment analysis, we consider our reporting units in Australia as most at risk for goodwill impairment. We entered Australia in July 2014 with the acquisition of a controlling interest in Pool Systems Pty. Ltd (PSL). The previous owner of PSL provided executive oversight until our purchase of the non-controlling interest in June 2017. Since 2014, we have continued to expand our operations in Australia via one sales center opening and the acquisitions of Newline Pool Products in July 2017 and Pool Power in January 2018. The most sensitive assumptions related to our fair values for these locations relate to future projected operating results and management’s ability to effectively leverage our operating structure and manage costs as we expand our presence. As of December 31, 2018, our aggregate goodwill balance for our five reporting units in Australia was $4.0 million. If our assumptions or estimates in our fair value calculations change or if operating results are less than forecasted, we could incur additional impairment charges in future periods, especially related to the reporting units discussed above. Impairment charges would decrease operating income, negatively impact diluted EPS and result in lower asset values on our balance sheet. Recent Accounting Pronouncements See Note 1 of “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K for details. 28 RESULTS OF OPERATIONS The table below summarizes information derived from our Consolidated Statements of Income expressed as a percentage of net sales for the past three fiscal years: Net sales Cost of sales Gross profit Operating expenses Operating income Interest and other non-operating expenses, net Year Ended December 31, 2018 2017 2016 100.0% 100.0% 100.0% 71.0 29.0 18.6 10.5 0.7 71.1 28.9 18.7 10.2 0.5 71.2 28.8 18.9 10.0 0.6 Income before income taxes and equity earnings 9.8% 9.7% 9.4% Note: Due to rounding, percentages may not add to operating income or income before income taxes and equity earnings. Our discussion of consolidated operating results includes the operating results from acquisitions in 2018, 2017 and 2016. We have included the results of operations in our consolidated results since the respective acquisition dates. Fiscal Year 2018 compared to Fiscal Year 2017 The following table breaks out our consolidated results into the base business component and the excluded components (sales centers excluded from base business): (Unaudited) (in thousands) Net sales Gross profit Gross margin Base Business Year Ended December 31, Excluded Year Ended December 31, Total Year Ended December 31, 2018 $ 2,957,006 2017 $ 2,776,103 2018 $ 41,091 2017 $ 12,085 2018 $ 2,998,097 2017 $ 2,788,188 857,590 801,716 12,583 3,573 870,173 805,289 29.0% 28.9% 30.6 % 29.6 % 29.0% 28.9% Operating expenses 541,462 516,183 14,822 4,735 556,284 520,918 Expenses as a % of net sales 18.3% 18.6% 36.1 % 39.2 % 18.6% 18.7% Operating income (loss) 316,128 285,533 (2,239) (1,162) 313,889 284,371 Operating margin 10.7% 10.3% (5.4)% (9.6)% 10.5% 10.2% 29 We have excluded the following acquisitions from base business for the periods identified: Acquired Turf & Garden, Inc. (1) Tore Pty. Ltd. (Pool Power) (1) Chem Quip, Inc. (1) Intermark E-Grupa Acquisition Date November 2018 January 2018 December 2017 December 2017 October 2017 New Star Holdings Pty. Ltd. (Newline) July 2017 Lincoln Aquatics (1) April 2017 (1) We acquired certain distribution assets of each of these companies. Net Sales Centers Acquired Periods Excluded 4 1 5 1 1 1 1 November - December 2018 January - December 2018 December 2017 and January - December 2018 December 2017 and January - December 2018 October - December 2017 and January - December 2018 January - September 2018 and July - September 2017 January - July 2018 and May - July 2017 When calculating our base business results, we exclude sales centers that are acquired, closed or opened in new markets for a period of 15 months. We also exclude consolidated sales centers when we do not expect to maintain the majority of the existing business and existing sales centers that are consolidated with acquired sales centers. We generally allocate corporate overhead expenses to excluded sales centers on the basis of their net sales as a percentage of total net sales. After 15 months of operations, we include acquired, consolidated and new market sales centers in the base business calculation including the comparative prior year period. The table below summarizes the changes in our sales centers during 2018: December 31, 2017 Acquired locations New locations Consolidated location December 31, 2018 351 5 9 (1) 364 For information about our recent acquisitions, see Note 2 of “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K. 30 Net Sales (in millions) Net sales Year Ended December 31, 2018 2017 Change $ 2,998.1 $ 2,788.2 $ 209.9 8% Net sales increased 8% compared to 2017, with 7% of this increase coming from base business sales growth. We started the year off strong, but multiple storms in March hindered our customers’ ability to complete projects, and cold temperatures and snow in our seasonal markets delayed pool openings through April. Our seasonal markets finally warmed up in May 2018, allowing us to serve the pent-up demand and generate solid sales growth through the remainder of the second and third quarters, despite several occurrences of severe weather during the third quarter. In the fourth quarter of 2018, much cooler and wetter weather patterns made pool construction and remodeling activities from Texas to the East Coast difficult for our customers to pursue. Further, the comparison to the fourth quarter of 2017 was especially tough given the favorable weather last year in our year-round markets, which drive most of our sales in our seasonally slower fourth quarter, and the revenue generated from the Hurricane Irma recovery in Florida in the fourth quarter of 2017. Despite a later than normal start to the season, and an earlier end, we produced 8% sales growth in 2018 on top of sales growth of 8% in 2017. The following factors benefited our sales growth (listed in order of estimated magnitude): • continued improvement in consumer discretionary expenditures, including continued growth in remodeling and replacement activity (see discussion below); • market share growth, particularly in building materials and commercial product categories; • chemicals, our largest product category at 12% of total net sales for 2018, had increased sales of 7% compared to 2017; and inflation driven (estimated at approximately 1%) product selling price increases, with higher increases on certain swimming pool equipment and parts in the fourth quarter of 2018. • We believe that sales growth rates for certain product offerings, such as building materials and equipment, evidence increased spending in traditionally discretionary areas including pool construction and pool remodeling, as well as equipment upgrades. In 2018, sales for equipment, such as swimming pool heaters, pumps, lights and filters, increased 7%, and collectively represented approximately 27% of net sales. This increase reflects both the growth of replacement activity and continued demand for higher priced, more energy-efficient products. Sales of building materials, which includes tile, grew 11% compared to 2017 and represented approximately 12% of net sales in 2018. Sales to customers who service large commercial installations such as hotels, universities and community recreational facilities are included in the appropriate existing product categories, and growth in this area is reflected in the numbers above. Sales to these customers increased 11% compared to 2017 and represented 5% of our consolidated net sales for 2018. In terms of quarterly performance, base business sales increased 5% in the first quarter of 2018. Base business sales then increased 6% in the second quarter of 2018 despite a slow start to the quarter as discussed above. In in the third quarter of 2018, base business sales increased 8% despite severe weather events and elevated rainfall in Texas and wildfires in California. For our seasonally slowest fourth quarter, base business sales increased 5% in 2018 on top of 13% base business sales growth achieved in the fourth quarter of 2017. In addition to the sales discussion above, see further details of significant weather impacts under the subheading Seasonality and Quarterly Fluctuations below. Gross Profit (in millions) Gross profit Gross margin Year Ended December 31, 2018 2017 Change $ 870.2 $ 805.3 $ 64.9 8% 29.0% 28.9% Gross margin for 2018 increased 10 basis points compared to 2017. We attribute much of the gross margin improvement to our execution of supply chain management initiatives in a higher than normal inflationary environment in our industry. In the second half of 2018, we made strategic inventory purchases in advance of greater-than-normal vendor price increases. 31 Operating Expenses (in millions) Year Ended December 31, Operating expenses $ 556.3 $ 520.9 $ 35.4 7% Operating expenses as a percentage of net sales 18.6% 18.7% 2018 2017 Change Operating expenses increased 7% compared to 2017, with base business operating expenses up 5%. The increase in base business operating expenses was primarily due to higher growth-driven labor and freight expenses, as well as greater facility-related expenditures, offset by lower performance-based compensation. Interest and Other Non-operating Expenses, net Interest and other non-operating expenses, net increased $5.7 million compared to 2017. This increase mostly reflects higher interest expense on our debt. Average outstanding debt was $579.1 million in 2018 versus $504.0 million in 2017. Our 2018 average outstanding debt balance reflects greater borrowings, primarily to fund working capital growth. Our weighted average effective interest rate increased to 3.3% in 2018 compared to 2.7% in 2017. Income Taxes Our effective income tax rate was 20.1% at December 31, 2018 and 29.0% at December 31, 2017. Our provision for income taxes in 2017 was positively impacted by both U.S. tax reform and ASU 2016-09. We recorded a $15.3 million benefit from ASU 2016-09 for the year ended December 31, 2018 compared to a benefit of $12.6 million realized in the same period in 2017. Excluding the benefits from ASU 2016-09, our effective tax rate was 25.3% and 33.7% for the years ended 2018 and 2017, respectively. Net Income and Earnings Per Share Net income attributable to Pool Corporation increased 22% to $234.5 million in 2018 compared to $191.6 million in 2017. Earnings per share increased 25% to $5.62 per diluted share compared to $4.51 per diluted share in 2017. Excluding the $0.36 per diluted share impact of ASU 2016-09 in 2018 and $0.24 in 2017, diluted earnings per share increased 23% over last year. 32 Fiscal Year 2017 compared to Fiscal Year 2016 The following table breaks out our consolidated results into the base business component and the excluded components (sales centers excluded from base business): (Unaudited) (in thousands) Net sales Gross profit Gross margin Base Business Year Ended December 31, Excluded Year Ended December 31, Total Year Ended December 31, 2017 $ 2,749,672 2016 $ 2,558,368 2017 $ 38,516 2016 12,435 $ 2017 $ 2,788,188 2016 $ 2,570,803 793,866 737,335 11,423 28.9% 28.8% 29.7 % Operating expenses 508,273 481,924 12,645 Expenses as a % of net sales 18.5% 18.8% 32.8 % Operating income (loss) 285,593 255,411 (1,222) Operating margin 10.4% 10.0% (3.2)% 3,752 30.2% 3,304 26.6% 448 3.6% 805,289 741,087 28.9% 28.8% 520,918 485,228 18.7% 18.9% 284,371 255,859 10.2% 10.0% For an explanation of how we calculate base business, please refer to the discussion of base business under the heading “Fiscal Year 2018 compared to Fiscal Year 2017.” For purposes of comparing operating results for the year ended December 31, 2017 to the year ended December 31, 2016, we excluded acquired sales centers from base business for the periods identified in the table below. Acquired Chem Quip, Inc. (1) (2) Intermark E-Grupa New Star Holdings Pty. Ltd. Lincoln Aquatics (1) Metro Irrigation Supply Company Ltd. (1) The Melton Corporation (1) Seaboard Industries, Inc. (1) Acquisition Date December 2017 December 2017 October 2017 July 2017 April 2017 April 2016 November 2015 October 2015 Net Sales Centers Acquired 5 1 1 1 1 8 2 3 Periods Excluded December 2017 December 2017 October - December 2017 July - December 2017 May - December 2017 January - June 2017 and April - June 2016 January 2017 and January 2016 January 2017 and January 2016 (1) We acquired certain distribution assets of each of these companies. (2) We completed this acquisition on December 29, 2017. Thus we reported no results of operations in fiscal 2017 for this acquisition due to the acquisition date; however, the acquired sales centers are included in the sales center count below. 33 The table below summarizes the changes in our sales centers during 2017: December 31, 2016 Acquired locations New locations Consolidated locations December 31, 2017 344 9 1 (3) 351 For information about our recent acquisitions, see Note 2 of “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K. Net Sales (in millions) Net sales Year Ended December 31, 2017 2016 Change $ 2,788.2 $ 2,570.8 $ 217.4 8% Net sales increased 8% compared to 2016, despite one less selling day. Our 7% increase in base business sales generated much of this growth. We experienced modestly favorable weather during the swimming pool season, which ended with severe storms in September and October in both Texas and Florida. By the end of the fourth quarter, we mostly recovered sales lost over these time periods. The following factors benefited our sales growth (listed in order of estimated magnitude): • continued improvement in consumer discretionary expenditures, including continued growth in remodeling and replacement activity (see discussion below); • market share growth, particularly in building materials and commercial product categories; • increased pool and spa chemical sales, our largest product category at 12% of total net sales for 2017, up 4% compared to 2016, excluding the recent Lincoln Aquatics acquisition; inflation driven (estimated at close to 1%) product selling price increases; and, acquisitions, particularly in the commercial market (Lincoln Aquatics) and Australia (Newline Pool Products). • • We believe that sales growth rates for certain product offerings, such as building materials and equipment, evidence increased spending in traditionally discretionary areas including pool construction, pool remodeling, as well as equipment upgrades. In 2017, sales for equipment such as swimming pool heaters, pumps, and lights increased 10%, and collectively represented approximately 23% of net sales. This increase reflects both the growth of replacement activity and continued demand for higher priced, more energy-efficient products. Sales of building materials, which includes tile, grew 13% compared to 2016 and represented approximately 10% of net sales in 2017. Sales to customers who service large commercial installations such as hotels, universities and community recreational facilities are included in the appropriate existing product categories, and growth in this area is reflected in the numbers above. These sales increased 10% compared to 2016 and represented 5% of our consolidated net sales for 2017, excluding the recent acquisition of Lincoln Aquatics. In terms of quarterly performance, base business sales increased 5% in the first quarter of 2017, despite a 2% decline in sales related to customer early buy purchases. Base business sales then increased 7% in the second quarter of 2017 under overall neutral weather conditions for most of the quarter. Despite the severe weather events in the third quarter of 2017, and one less selling day compared to the same period in 2016, base business sales increased 6% in the third quarter. For our seasonally slowest fourth quarter, base business sales increased 13% in 2017 reflecting strong consumer demand, excellent execution by our team, the recovery following Hurricane Irma and overall favorable weather conditions. See discussion of significant weather impacts under the subheading Seasonality and Quarterly Fluctuations below. 34 Gross Profit (in millions) Gross profit Gross margin Year Ended December 31, 2017 2016 Change $ 805.3 $ 741.1 $ 64.2 9% 28.9% 28.8% Gross margin for 2017 increased 10 basis points compared to 2016 mostly reflecting product mix coupled with benefits from sourcing initiatives. Operating Expenses (in millions) Year Ended December 31, Operating expenses $ 520.9 $ 485.2 $ 35.7 7% Operating expenses as a percentage of net sales 18.7% 18.9% 2017 2016 Change Operating expenses increased 7% compared to 2016, with base business operating expenses up 5%. The increase in base business operating expenses was primarily due to higher growth-driven labor and freight expenses, as well as greater facility-related expenditures, equity-based compensation, and technology spending as we continue to invest in our business. Base business operating expenses as a percentage of net sales improved 30 basis points over 2016, as we continued to leverage our existing infrastructure. Interest and Other Non-operating Expenses, net Interest and other non-operating expenses, net increased $0.7 million compared to 2016. Average outstanding debt was $504.0 million for 2017 versus $424.6 million for 2016. Our 2017 average outstanding debt balance reflects greater borrowings, primarily to fund working capital growth. Our weighted average effective interest rate increased to 2.7% for 2017 compared to 2.2% for 2016. Income Taxes Our effective income tax rate was 29.0% at December 31, 2017 and 38.5% at December 31, 2016. Our provision for income taxes for 2017 was positively impacted by both U.S. tax reform and ASU 2016-09. As a result of the recently enacted tax legislation, we recorded a provisional tax benefit of $12.0 million in the fourth quarter of 2017, which primarily reflects the re-measurement of our net deferred tax liability. In addition to the impact from tax reform, we recorded a $12.6 million benefit in our provision for income taxes for the year ended December 31, 2017 related to our adoption of ASU 2016-09. Net Income and Earnings Per Share Net income attributable to Pool Corporation increased 29% to $191.6 million in 2017 compared to $149.0 million in 2016. Earnings per share increased 30% to $4.51 per diluted share compared to $3.47 per diluted share in 2016. Excluding the $0.28 per diluted share impact of tax reform and the $0.24 per diluted share impact of ASU 2016-09, diluted earnings per share increased 15% over last year. 35 Seasonality and Quarterly Fluctuations For discussion regarding the effects seasonality and weather have on our business, see Item 1, “Business,” of this Form 10-K. The following table presents certain unaudited quarterly data for 2018 and 2017. We have included income statement and balance sheet data for the most recent eight quarters to allow for a meaningful comparison of the seasonal fluctuations in these amounts. In our opinion, this information reflects all normal and recurring adjustments considered necessary for a fair presentation of this data. Due to the seasonal nature of our industry, the results of any one or more quarters are not necessarily a good indication of results for an entire fiscal year or of continuing trends. (Unaudited) (in thousands) Statement of Income Data Net sales Gross profit Operating income Net income Net sales as a % of annual net sales Gross profit as a % of annual gross profit Operating income as a % of annual operating income Balance Sheet Data 2018 2017 QUARTER First Second Third Fourth First Second Third Fourth $ 585,900 $1,057,804 $ 811,311 $ 543,082 $ 546,441 $ 988,163 $ 743,401 $ 510,183 166,073 33,541 31,339 308,655 162,042 117,049 235,003 160,442 153,621 92,337 69,261 25,970 16,811 30,998 22,270 289,664 154,186 94,620 216,606 145,398 81,928 48,783 17,259 25,665 20% 19% 35% 35% 27% 27% 18% 18% 20% 19% 35% 36% 27% 27% 18% 18% 11% 52% 29% 8% 11% 54% 29% 6% Total receivables, net $ 314,596 $ 404,415 $ 287,773 $ 207,801 $ 290,019 $ 370,285 $ 262,796 $ 196,265 Product inventories, net Accounts payable Total debt 703,793 467,795 568,110 606,583 300,232 657,120 609,983 204,706 580,703 672,579 237,835 666,761 647,884 465,928 490,217 542,805 273,309 553,480 484,287 209,092 564,573 536,474 245,249 519,650 Note: Due to rounding, the sum of quarterly percentage amounts may not equal 100%. Weather Impacts on Fiscal Year 2018 to Fiscal Year 2017 Comparisons Storm activity, as well as cooler-than-normal temperatures late in the first quarter of 2018, inhibited our first quarter sales growth. Much of the Atlantic Coast experienced below-average temperatures in March of 2018, which caused pools to open later than in 2017, and greater storm activity in Texas and the central United States and above-average precipitation in California delayed construction activity during the first quarter of 2018. In contrast, unseasonably mild weather benefited sales in the first quarter of 2017 as Texas and surrounding markets experienced record warm temperatures. While warming trends started out slow in the second quarter of 2018, the unfavorable weather comparisons turned around by the end of the quarter. April 2018 sales struggled as much of the country experienced cold to record cold temperatures this year in contrast to warm to record warm temperatures in 2017. With the exception of Florida, where it rained most of May and into June, and California, which generally experienced a cooler-than-usual spring, 2018 results in the last two months of the second quarter benefited from the warm weather throughout the country and helped relieve the effects of the slow start from earlier in the year. 36 California wildfires, large amounts of rain throughout Texas, and Hurricane Florence in the Carolinas all impacted our sales in the third quarter of 2018. Likewise, severe storms in the third quarter of 2017, particularly Hurricanes Irma and Harvey, hindered our sales growth in Florida and Texas last year, although Texas largely recovered by the end of September 2017. In the third quarter of 2018, the West experienced record heat and below-average rainfall, while temperatures were also above-average in the central United States and the Midwest, but each experienced above-average rainfall. These weather patterns were consistent with the third quarter of 2017, resulting in overall similar weather comparisons. Much of the United States experienced cooler-than- normal temperatures and higher than average precipitation in the fourth quarter of 2018, particularly in Texas, making it difficult for customers to initiate and complete projects over this time period. Weather Impacts on Fiscal Year 2017 to Fiscal Year 2016 Comparisons Unseasonably mild weather benefited sales in the first quarter of 2017. However, while favorable weather trends early in the year normally have a seasonally larger impact, the comparison to the first quarter of 2016 was especially tough given the benefit of the warmer-than-normal weather across nearly all markets in the United States in the first quarter of 2016. For the first quarter of 2017, Texas and surrounding markets experienced record warm temperatures, which when coupled with below-average precipitation for that area, spurred higher sales growth. In two of the more seasonal regions where we operate, below-average temperatures in the North and above-average precipitation in the West negatively impacted our first quarter 2017 sales growth. Cold and wet weather throughout the Mid-South and North impacted those seasonal markets in the middle of the second quarter of 2017, while the weather impact overall for the quarter was fairly neutral. Temperatures and precipitation throughout most areas, other than those described above, were normal, with only Texas benefiting from drier weather in the second quarter of 2017 compared to the above-average rainfall experienced in the same period of 2016. Severe storms in the third quarter of 2017, particularly Hurricanes Irma and Harvey, hindered our sales growth in Florida and Texas, although Texas largely recovered by the end of September. In the Central and Midwest, temperatures were normal for the third quarter, contrasting with the above-average temperatures in the third quarter of 2016. The West experienced record heat and normal rainfall in the third quarter of 2017, similar to the above-average heat in the same period of 2016. Overall, the United States experienced favorable weather in most of the fourth quarter of 2017, particularly in Florida, which allowed for sales recovery following Hurricane Irma. Geographic Areas Since all of our sales centers have similar operations and share similar economic characteristics, we aggregate our sales centers into a single reportable segment. For additional details, see Note 1 of our “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K. For a breakdown of net sales and property, plant and equipment between our United States and international operations, see Item 1, “Business,” of this Form 10-K. LIQUIDITY AND CAPITAL RESOURCES Liquidity is defined as the ability to generate adequate amounts of cash to meet short-term and long-term cash needs. We assess our liquidity in terms of our ability to generate cash to fund our operating activities, taking into consideration the seasonal nature of our business. Significant factors which could affect our liquidity include the following: • • • • • • • • • cash flows generated from operating activities; the adequacy of available bank lines of credit; the quality of our receivables; acquisitions; dividend payments; capital expenditures; changes in income tax laws and regulations; the timing and extent of share repurchases; and the ability to attract long-term capital with satisfactory terms. 37 Our primary capital needs are seasonal working capital obligations and other general corporate initiatives, including acquisitions, dividend payments and share repurchases. Our primary sources of working capital are cash from operations supplemented by bank borrowings, which have historically been sufficient to support our growth and finance acquisitions. The same principle applies to funds used for capital expenditures and share repurchases. We prioritize our use of cash based on investing in our business, maintaining a prudent capital structure, including a modest amount of debt, and returning cash to our shareholders through dividends and share repurchases. Our specific priorities for the use of cash are as follows: • • • • • capital expenditures primarily for maintenance and growth of our sales center structure, technology-related investments and fleet vehicles; strategic acquisitions executed opportunistically; payment of cash dividends as and when declared by our Board of Directors (Board); repayment of debt to maintain an average total leverage ratio (as defined below) between 1.5 and 2.0; and repurchases of our common stock under our Board authorized share repurchase program. Capital expenditures were 1.1% of net sales in 2018 and 1.4% of net sales in both 2017 and 2016. Our higher capital spending in 2017 and 2016 related to expanding our facilities and purchasing delivery vehicles to address growth. Over the last 5 years, capital expenditures have averaged roughly 1.0% of net sales. Our capital spending primarily relates to leasehold improvements, delivery and service vehicles and information technology. We focus our capital expenditure plans on the needs of our sales centers. In 2018, we performed an evaluation of our enterprise resource planning system. Although we do not anticipate a complete replacement of our enterprise resource planning system, we do plan to migrate our current system to a new environment over a number of years. This plan requires modest, incremental capital investments over that time frame rather than substantial spending. For 2019, based on management’s current plans, we project capital expenditures will continue to approximate the historical average. We believe we have adequate availability of capital to fund present operations and the current capacity to finance any working capital needs that may arise. We continually evaluate potential acquisitions and hold discussions with acquisition candidates. If suitable acquisition opportunities arise that would require financing, we believe that we have the ability to finance any such transactions. As of February 21, 2019, $49.2 million of the current Board authorized amount under our authorized share repurchase plan remained available. We expect to repurchase additional shares in the open market from time to time depending on market conditions. We plan to fund these repurchases with cash provided by operations and borrowings under the credit and receivables facilities. Sources and Uses of Cash The following table summarizes our cash flows (in thousands): Operating activities Investing activities Financing activities $ Year Ended December 31, 2017 175,311 (52,220) (114,449) 2018 118,656 (34,158) (97,571) $ $ 2016 165,378 (55,643) (99,672) Cash provided by operations of $118.7 million for 2018 decreased compared to 2017 primarily due to timing differences from the pre-price increase inventory purchases, which should benefit 2019 cash flows as the inventory is sold. In 2017, cash provided by operations improved compared to 2016 primarily due to our net income growth, partially offset by changes in working capital. Excluding the net income benefit from the 2017 tax changes, cash provided by operating activities approximated net income in 2017. 38 Cash used in investing activities decreased in 2018 due to a decrease of $10.3 million in payments for acquisitions compared to 2017 and a $7.8 million reduction in net capital expenditures between years. As discussed above, higher capital spending in 2017 addressed our need to expand our fleet of delivery vehicles and make investments in equipment and technology. Related to the decrease from 2016 to 2017, our 2017 cash used in investing activities reflects a decrease of $6.9 million in net payments to fund acquisitions, partially offset by a $5.0 million increase of net capital expenditures. Cash used in financing activities decreased in 2018, primarily due to increased net borrowings on our debt arrangements. We had $146.5 million of net proceeds from our debt arrangements in 2018 compared to $82.1 million in 2017, primarily to fund greater share repurchases and the pre-price increase inventory purchases. We repurchased $183.6 million of shares in the open market in 2018 compared to $143.2 million in 2017. In 2016, we had net proceeds from our debt arrangements of $109.4 million, while we repurchased $175.6 million of shares in the open market. Future Sources and Uses of Cash To supplement cash from operations as our primary source of working capital, we will continue to utilize our two major credit facilities, which are the Amended and Restated Revolving Credit Facility (the Credit Facility) and the Receivables Securitization Facility (the Receivables Facility). For additional details regarding these facilities, see Note 5 of our “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K. Revolving Credit Facility Our Credit Facility provides for $750.0 million in borrowing capacity under a five-year unsecured revolving credit facility and includes sublimits for the issuance of swingline loans and standby letters of credit. Pursuant to an accordion feature, the aggregate maximum principal amount of the commitments under the Credit Facility may be increased at our request and with agreement by the lenders by up to $75.0 million, to a total of $825.0 million. The Credit Facility matures on September 29, 2022. We intend to use the Credit Facility for general corporate purposes, for future share repurchases and to fund future growth initiatives. At December 31, 2018, there was $550.1 million outstanding, a $4.8 million standby letter of credit outstanding and $195.1 million available for borrowing under the Credit Facility. We utilize interest rate swap contracts and forward-starting interest rate swap contracts to reduce our exposure to fluctuations in variable interest rates for future interest payments on the Credit Facility. As of December 31, 2018, we had three interest rate swap contracts in place that became effective on October 19, 2016. These swap contracts were previously forward-starting and were amended in October 2015 to bring the fixed rates per our forward-starting contracts in line with current market rates and extend the hedged period for future interest payments on our Credit Facility. Now effective, these amended swap contracts convert the Credit Facility’s variable interest rate to fixed rates of 2.273% on a notional amount of $75.0 million and 2.111% on two separate notional amounts, one $25.0 million and the other $50.0 million, totaling $75.0 million. Interest expense related to the notional amounts under these swap contracts is based on the fixed rates plus the applicable margin on the Credit Facility. These interest rate swap contracts will terminate on November 20, 2019. In July 2016, we entered into a forward-starting interest rate swap contract to extend the hedged period for future interest payments on our Credit Facility to its maturity date at that time. This swap contract will convert the Credit Facility’s variable interest rate to a fixed rate of 1.1425% on a notional amount of $150.0 million. The contract becomes effective on November 20, 2019 and terminates on November 20, 2020. The weighted average effective interest rate for the Credit Facility as of December 31, 2018 was approximately 3.5%, excluding commitment fees. 39 Financial covenants on the Credit Facility include maintenance of a maximum average total leverage ratio and a minimum fixed charge coverage ratio, which are our most restrictive financial covenants. As of December 31, 2018, the calculations of these two covenants are detailed below: • Maximum Average Total Leverage Ratio. On the last day of each fiscal quarter, our average total leverage ratio must be less than 3.25 to 1.00. Average Total Leverage Ratio is the ratio of the trailing twelve months (TTM) Average Total Funded Indebtedness plus the TTM Average Accounts Securitization Proceeds divided by the TTM EBITDA (as those terms are defined in the Credit Facility). As of December 31, 2018, our average total leverage ratio equaled 1.72 (compared to 1.63 as of December 31, 2017) and the TTM average total debt amount used in this calculation was $608.9 million. • Minimum Fixed Charge Coverage Ratio. On the last day of each fiscal quarter, our fixed charge ratio must be greater than or equal to 2.25 to 1.00. Fixed Charge Ratio is the ratio of the TTM EBITDAR divided by TTM Interest Expense paid or payable in cash plus TTM Rental Expense (as those terms are defined in the Credit Facility). As of December 31, 2018, our fixed charge ratio equaled 5.33 (compared to 5.53 as of December 31, 2017) and TTM Rental Expense was $57.4 million. On January 1, 2019, we adopted ASU 2016-02, Leases, which requires that we record most of our leases on our balance sheets, but we expect to recognize expenses in a manner similar to current guidance. Our Credit Facility agreement requires that we calculate our financial covenants by excluding the effects of the new standard. We do not expect ASU 2016-02 will have a material impact on our financial covenant calculations. For additional details regarding our adoption of this new accounting pronouncement, see Note 1 of our “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K. The Credit Facility also limits the declaration and payment of dividends on our common stock to no more than 50% of the preceding year’s Net Income (as defined in the Credit Facility), provided no default or event of default has occurred and is continuing, or would result from the payment of dividends. Additionally, we may declare and pay quarterly dividends notwithstanding that the aggregate amount of dividends paid would be in excess of the 50% limit described above so long as (i) the amount per share of such dividends does not exceed the amount per share paid during the most recent fiscal year in which we were in compliance with the 50% limit and (ii) our Average Total Leverage Ratio is less than 3.00 to 1.00 both immediately before and after giving pro forma effect to such dividends. Further, dividends must be declared and paid in a manner consistent with our past practice. Under the Credit Facility, we may repurchase shares of our common stock provided no default or event of default has occurred and is continuing, or would result from the repurchase of shares, and our maximum average total leverage ratio (determined on a pro forma basis) is less than 2.50 to 1.00. Other covenants include restrictions on our ability to grant liens, incur indebtedness, make investments, merge or consolidate, and sell or transfer assets. Failure to comply with any of our financial covenants or any other terms of the Credit Facility could result in higher interest rates on our borrowings or the acceleration of the maturities of our outstanding debt. Receivables Securitization Facility As amended on October 31, 2018, our two-year Receivables Facility offers us a lower-cost form of financing, with a peak funding capacity of up to $295.0 million between May 1 and June 30, which includes an additional seasonal funding capacity that is available between March 1 and July 31. Other funding capacities range from $95.0 million to $280.0 million throughout the remaining months of the year. The Receivables Facility provides for the sale of certain of our receivables to a wholly-owned subsidiary (the Securitization Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights to certain third-party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities. Upon payment of the receivables by customers, rather than remitting to the financial institutions the amounts collected, we retain such collections as proceeds for the sale of new receivables until payments become due. The Receivables Facility contains terms and conditions (including representations, covenants and conditions precedent) customary for transactions of this type. Additionally, an amortization event will occur if we fail to maintain a maximum average total leverage ratio (average total funded debt/EBITDA) of 3.25 to 1.00 and a minimum fixed charge coverage ratio (EBITDAR/cash interest expense plus rental expense) of 2.25 to 1.00. At December 31, 2018, there was $108.5 million outstanding under the Receivables Facility at a weighted average effective interest rate of 3.3%, excluding commitment fees. 40 Compliance and Future Availability As of December 31, 2018, we were in compliance with all covenants and financial ratio requirements under our Credit Facility and our Receivables Facility. We believe we will remain in compliance with all covenants and financial ratio requirements throughout 2019. For additional information regarding our debt arrangements, see Note 5 of “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K. Contractual Obligations At December 31, 2018, our contractual obligations for long-term debt and operating leases were as follows (in thousands): Long-term debt Operating leases Total 667,799 196,765 864,564 $ $ Less than 1 year Payments Due by Period 1-3 years 3-5 years More than 5 years $ $ 9,168 50,416 59,584 $ $ 108,500 85,991 194,491 $ $ 550,131 44,338 594,469 $ $ — 16,020 16,020 The table below contains estimated interest payments (in thousands) related to our long-term debt obligations presented in the table above. We calculated estimates of future interest payments based on the December 31, 2018 outstanding debt balances, using the fixed rates under our interest rate swap agreements for the applicable notional amounts and the weighted average effective interest rates as of December 31, 2018 for the remaining outstanding balances not covered by our swap contracts. To project the estimated interest expense to coincide with the time periods used in the table above, we projected the estimated debt balances for future years based on the scheduled maturity dates of the Credit Facility and the Receivables Facility. For certain of our contractual obligations, such as unrecognized tax benefits, uncertainties exist regarding the timing of future payments and the amount by which these potential obligations will increase or decrease over time. As such, we have excluded unrecognized tax benefits from our contractual obligations table. See Notes 5 and 7 of “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K for additional discussion related to our debt and more information related to our unrecognized tax benefits. Estimated Interest Payments Due by Period Total Less than 1 year 1-3 years 3-5 years More than 5 years Interest $ 77,940 $ 22,588 $ 41,058 $ 14,294 $ — 41 Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks, including interest rate risk and foreign currency risk. The adverse effects of potential changes in these market risks are discussed below. The following discussion does not consider the effects of the reduced level of overall economic activity that could exist following such changes. Further, in the event of changes of such magnitude, we would likely take actions to mitigate our exposure to such changes. Interest Rate Risk Our earnings are exposed to changes in short-term interest rates because of the variable interest rates on our debt. However, we have entered into interest rate swap contracts to reduce our exposure to market fluctuations. For information about our debt arrangements and interest rate swaps, see Note 5 of “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10 K. In 2018, there was no interest rate risk related to the notional amounts under our interest rate swap contracts for the Credit Facility. The portions of our outstanding balances under the Credit Facility and the Receivables Facility that were not covered by our interest rate swap contracts were subject to variable interest rates. To calculate the potential impact in 2018 related to interest rate risk, we performed a sensitivity analysis assuming that we borrowed the maximum available amount under the Credit Facility, excluding the accordion feature, and the off-season maximum amount available under the Receivables Facility. In this analysis, we assumed that the variable interest rates for the Credit Facility and the Receivables Facility increased by 1.0%. Based on this calculation, our pretax income would have decreased by approximately $7.7 million and earnings per share would have decreased by approximately $0.14 per diluted share (based on the number of weighted average diluted shares outstanding for the year ended December 31, 2018). The maximum amount available under the Credit Facility is $750.0 million, excluding the $75.0 million accordion feature, and the maximum amount available under the Receivables Facility is $255.0 million, excluding the $40.0 million seasonal increase in capacity available from March 1 to July 31. Failure of our swap counterparties would result in the loss of any potential benefit to us under our swap agreements. In this case, we would still be obligated to pay the variable interest payments underlying our debt agreements. Additionally, failure of our swap counterparties would not eliminate our obligation to continue to make payments under our existing swap agreements if we continue to be in a net pay position. Currency Risk Changes in the exchange rates for the functional currencies of our international subsidiaries, as shown in the table below, may positively or negatively impact our sales, operating expenses and earnings. Historically, we have not hedged our currency exposure and fluctuations in exchange rates have not materially affected our operating results. While our international operations accounted for only 9% of total net sales in 2018, our exposure to currency rate fluctuations could be material in 2019 and future years to the extent that either currency rate changes are significant or that our international operations comprise a larger percentage of our consolidated results. Functional Currencies Canada United Kingdom Belgium Croatia France Germany Italy Portugal Spain Mexico Colombia Australia Canadian Dollar British Pound Euro Kuna Euro Euro Euro Euro Euro Mexican Peso Colombian Peso Australian Dollar 42 Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Changes in Stockholders’ Equity Notes to Consolidated Financial Statements Page 44 45 46 47 48 49 50 43 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Pool Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Pool Corporation (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2018, 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 at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles. 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, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2019 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1994. New Orleans, Louisiana February 27, 2019 44 POOL CORPORATION Consolidated Statements of Income (In thousands, except per share data) Net sales Cost of sales Gross profit Selling and administrative expenses Operating income Interest and other non-operating expenses, net Income before income taxes and equity earnings Provision for income taxes Equity earnings in unconsolidated investments, net Net income Net loss attributable to noncontrolling interest Net income attributable to Pool Corporation Earnings per share: Basic Diluted Weighted average shares outstanding: Basic Diluted Year Ended December 31, 2017 $ 2,788,188 1,982,899 805,289 520,918 284,371 15,189 269,182 77,982 139 191,339 294 191,633 2016 $ 2,570,803 1,829,716 741,087 485,228 255,859 14,481 241,378 92,931 156 148,603 352 148,955 2018 $ 2,998,097 2,127,924 870,173 556,284 313,889 20,896 292,993 58,774 242 234,461 — 234,461 $ $ $ $ $ 5.82 5.62 $ $ 4.69 4.51 $ $ 3.56 3.47 40,311 41,693 40,838 42,449 41,872 42,984 Cash dividends declared per common share $ 1.72 $ 1.42 $ 1.19 The accompanying Notes are an integral part of these Consolidated Financial Statements. 45 POOL CORPORATION Consolidated Statements of Comprehensive Income (In thousands) Net income Other comprehensive income (loss): Foreign currency translation adjustments Change in unrealized gains and losses on interest rate swaps, net of the change in taxes of $(425), $(769) and $(839) Total other comprehensive income (loss) Comprehensive income Comprehensive loss attributable to noncontrolling interest Comprehensive income attributable to Pool Corporation $ $ Year Ended December 31, 2017 191,339 2018 234,461 $ $ 2016 148,603 (4,945) 5,545 (1,661) 1,276 (3,669) 230,792 — 230,792 1,205 6,750 198,089 74 198,163 1,312 (349) 148,254 378 148,632 $ $ The accompanying Notes are an integral part of the Consolidated Financial Statements. 46 POOL CORPORATION Consolidated Balance Sheets (In thousands, except share data) Assets Current assets: Cash and cash equivalents Receivables, net Receivables pledged under receivables facility Product inventories, net Prepaid expenses and other current assets Total current assets Property and equipment, net Goodwill Other intangible assets, net Equity interest investments Other assets Total assets Liabilities and stockholders’ equity Current liabilities: Accounts payable Accrued expenses and other current liabilities Short-term borrowings and current portion of long-term debt Total current liabilities Deferred income taxes Long-term debt, net Other long-term liabilities Total liabilities Stockholders’ equity: Common stock, $.001 par value; 100,000,000 shares authorized; 39,506,067 shares issued and outstanding at December 31, 2018 and 40,212,477 shares issued and outstanding at December 31, 2017 Additional paid-in capital Retained deficit Accumulated other comprehensive loss Total stockholders’ equity Total liabilities and stockholders’ equity December 31, 2018 2017 $ $ $ $ 16,358 69,493 138,308 672,579 18,506 915,244 106,964 188,472 12,004 1,213 16,974 1,240,871 237,835 58,607 9,168 305,610 29,399 657,593 24,679 1,017,281 40 453,193 (218,646) (10,997) 223,590 1,240,871 $ $ $ $ 29,940 76,597 119,668 536,474 19,569 782,248 100,939 189,435 13,223 1,127 14,090 1,101,062 245,249 65,482 10,835 321,566 24,585 508,815 22,950 877,916 40 426,750 (196,316) (7,328) 223,146 1,101,062 The accompanying Notes are an integral part of these Consolidated Financial Statements. 47 POOL CORPORATION Consolidated Statements of Cash Flows (In thousands) Operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation Amortization Share-based compensation Excess tax benefits from share-based compensation Provision for doubtful accounts receivable, net of write-offs Provision for inventory obsolescence, net of write-offs Provision (benefit) for deferred income taxes Gains on sales of property and equipment Equity earnings in unconsolidated investments, net Net losses (gains) on foreign currency transactions Impairments of goodwill and other non-operating assets Other Changes in operating assets and liabilities, net of effects of acquisitions: Receivables Product inventories Prepaid expenses and other assets Accounts payable Accrued expenses and other current liabilities Net cash provided by operating activities Investing activities Acquisition of businesses, net of cash acquired Purchases of property and equipment, net of sale proceeds Payments to fund credit agreement Collections from credit agreement Other investments, net Net cash used in investing activities Financing activities Proceeds from revolving line of credit Payments on revolving line of credit Proceeds from asset-backed financing Payments on asset-backed financing Proceeds from short-term borrowings and current portion of long-term debt Payments on short-term borrowings and current portion of long-term debt Payments on deferred and contingent acquisition consideration Purchase of redeemable non-controlling interest Payments of deferred financing costs Excess tax benefits from share-based compensation Proceeds from stock issued under share-based compensation plans Payments of cash dividends Purchases of treasury stock Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Year Ended December 31, 2017 2016 2018 $ 234,461 $ 191,339 $ 148,603 26,122 1,793 12,874 — 2,286 1,462 4,661 (289) (242) 560 — 808 (14,371) (142,170) 1,018 (6,567) (3,750) 118,656 (2,578) (31,580) — — — (34,158) 1,138,195 (998,503) 198,400 (189,900) 17,127 (18,793) (661) — (106) — 13,569 (69,430) (187,469) (97,571) (509) (13,582) 29,940 16,358 $ 24,157 1,568 12,482 — (154) (267) (4,636) (285) (139) (171) 1,200 166 (21,903) (35,783) (4,096) 5,077 6,756 175,311 (12,834) (39,390) — — 4 (52,220) 20,338 1,639 9,902 (7,370) (155) (448) 3,749 (320) (156) 679 4,113 923 (5,666) (8,050) (3,077) (17,896) 18,570 165,378 (19,730) (34,352) (5,322) 3,737 24 (55,643) 1,067,868 (1,011,977) 161,600 (145,100) 27,333 (17,603) (324) (2,573) (1,104) — 11,466 (58,029) (146,006) (114,449) (658) 7,984 21,956 29,940 $ 1,154,090 (1,072,557) 155,000 (126,500) 18,442 (19,037) — — (69) 7,370 11,752 (49,749) (178,414) (99,672) (1,344) 8,719 13,237 21,956 $ The accompanying Notes are an integral part of these Consolidated Financial Statements. 48 POOL CORPORATION Consolidated Statements of Changes in Stockholders’ Equity (In thousands) Common Stock Additional Paid-In Retained Accumulated Other Comprehensive Shares Amount Capital Deficit Loss Total Balance at December 31, 2015 42,711 $ 43 $ 374,138 $ (104,709) $ (13,729) $ 255,743 Net income attributable to Pool Corporation Foreign currency translation Interest rate swaps, net of the change in taxes of $(839) Repurchases of common stock, net of retirements Share-based compensation Issuance of shares under incentive stock plans, including tax benefit of $7,370 Declaration of cash dividends Balance at December 31, 2016 Net income attributable to Pool Corporation Foreign currency translation Interest rate swaps, net of the change in taxes of $(769) Repurchases of common stock, net of retirements Share-based compensation Issuance of shares under incentive stock plans (see Note 1 for tax benefit accounting change) Declaration of cash dividends Redemption value adjustment of redeemable non-controlling interest Balance at December 31, 2017 Net income attributable to Pool Corporation Foreign currency translation Interest rate swaps, net of the change in taxes of $(425) Repurchases of common stock, net of retirements Share-based compensation Issuance of shares under incentive stock plans (see Note 1 for tax benefit accounting change) Declaration of cash dividends Balance at December 31, 2018 — — — (2,064) — 443 — 41,090 — — — (1,353) — 475 — — 40,212 — — — (1,291) — 585 — 39,506 $ — — — (2) — — — 41 — — — (1) — — — — 40 — — — — — — — 40 — — — — 9,902 19,122 — 403,162 — — — — 12,482 11,466 — 148,955 — — (178,412) — — (49,749) (183,915) 191,633 — — (146,005) — — (58,029) (360) 426,750 — (196,316) — — — — 12,874 234,461 — — (187,469) — 13,569 — 453,193 — (69,322) $ (218,646) $ $ — (1,661) 148,955 (1,661) 1,312 1,312 — — — — (14,078) — 5,545 1,205 — — — — — (7,328) — (4,945) (178,414) 9,902 19,122 (49,749) 205,210 191,633 5,545 1,205 (146,006) 12,482 11,466 (58,029) (360) 223,146 234,461 (4,945) 1,276 1,276 — — — — (10,997) $ (187,469) 12,874 13,569 (69,322) 223,590 The accompanying Notes are an integral part of these Consolidated Financial Statements. 49 POOL CORPORATION Notes to Consolidated Financial Statements Note 1 - Organization and Summary of Significant Accounting Policies Description of Business As of December 31, 2018, Pool Corporation and our subsidiaries (the Company, which may be referred to as we, us or our), operated 364 sales centers in North America, Europe, South America and Australia from which we sell swimming pool supplies, equipment and related leisure products, irrigation and landscape products, and hardscape, tile and stone products to pool builders, retail stores, service companies, landscape contractors and golf courses. We distribute products through four networks: SCP Distributors (SCP), Superior Pool Products (Superior), Horizon Distributors (Horizon) and National Pool Tile (NPT). Basis of Presentation and Principles of Consolidation We prepared the Consolidated Financial Statements following U.S. generally accepted accounting principles (GAAP) and the requirements of the Securities and Exchange Commission (SEC). The financial statements include all normal and recurring adjustments that are necessary for a fair presentation of our financial position and operating results. The Consolidated Financial Statements include the accounts of Pool Corporation and our subsidiaries. All significant intercompany accounts and intercompany transactions have been eliminated. All of our subsidiaries are wholly owned. From July 31, 2014 to June 29, 2017, we owned a 60% interest in Pool Systems Pty. Ltd. (PSL), an Australian company. Our ownership percentage constituted a controlling interest in the acquired company, which required us to consolidate PSL’s financial position and results of operations from the date of acquisition. On June 29, 2017, we purchased the remaining 40% interest in PSL. Thus, we have continued to consolidate PSL, but there is no longer a separate noncontrolling interest reported on our Consolidated Statements of Income, nor Redeemable noncontrolling interest reported on our Consolidated Balance Sheets. Variable Interest Entity In February 2015, we entered into a five-year credit agreement with a swimming pool retailer. Under this agreement and the related revolving note, we were the primary lender of operating funds for this entity. The total lending commitment under the credit agreement was $8.5 million. In December 2017, we ended our lending arrangement with this entity and exercised our rights to the collateral that secured this agreement. The collateral was sufficient to satisfy the net balance previously recorded within Other assets on our Consolidated Balance Sheets. Use of Estimates To prepare financial statements that conform to GAAP, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Our most significant estimates relate to the allowance for doubtful accounts, inventory obsolescence reserves, vendor programs, income taxes, performance-based compensation accruals and goodwill impairment evaluations. We continually review our estimates and make adjustments as necessary, but actual results could be significantly different from what we expected when we made these estimates. Newly Adopted Accounting Pronouncements On January 1, 2018, we adopted Accounting Standards Update (ASU) 2014-09, Revenue - Revenue from Contracts with Customers, and all the related amendments, which are also codified into Accounting Standards Codification (ASC) 606. We elected to adopt this guidance using the modified retrospective method. The adoption of this standard did not have a material impact on our financial position or results of operations. We did not restate prior period information for the effects of the new standard, nor did we adjust the opening balance of our retained deficit to account for the implementation of the new requirements of this standard. We do not expect the adoption of this guidance to have a material effect on our results of operations in future periods. See Revenue Recognition within this note for additional information. On January 1, 2018, we adopted ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The new guidance specifies how cash flows should be classified for debt prepayment or extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds for the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance, distributions from equity method investees and beneficial interests in securitization transactions. Our adoption of ASU 2016-15 had no impact on our 50 Consolidated Statement of Cash Flows as our previous classifications related to contingent consideration payments and distributions from equity method investees is consistent with the requirements of ASU 2016-15. On January 1, 2017, we adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, on a prospective basis. The provisions of this update simplify many key aspects of the accounting for and cash flow presentation of employee share-based compensation transactions, including accounting for income taxes, forfeitures, and statutory withholding requirements. In accordance with the new guidance, we now record all excess tax benefits or tax deficiencies as a component of our Provision for income taxes on our Consolidated Statements of Income. Historically, these amounts were recorded as Additional paid in capital in stockholders’ equity on our Consolidated Balance Sheets. Additionally, we now present excess tax benefits or deficiencies as operating cash flows versus reclassifying the amount out of operating cash flows and presenting it as a financing activity on the Consolidated Statements of Cash Flows. See Income Taxes within this note for additional information. On December 31, 2016, we adopted ASU 2014-15, Presentation of Financial Statements - Going Concern. Based on management’s evaluation, which included forecasting results covering the one-year period following our 2018 Form 10-K filing date, we did not identify any conditions or events that raise substantial doubt about our ability to continue as a going concern. Segment Reporting Since all of our sales centers have similar operations and share similar economic characteristics, we aggregate our sales centers into a single reportable segment. These similarities include (i) the nature of our products and services, (ii) the types of customers we sell to and (iii) the distribution methods we use. Our chief operating decision maker (CODM) evaluates each sales center based on individual performance that includes both financial and operational measures. These measures include operating income growth and accounts receivable and inventory management criteria. Each sales center manager and eligible field employee earns performance based incentive compensation based on these measures developed at the sales center level. A bottom-up approach is used to develop the operating budget for each individual sales center. The CODM approves the budget and routinely monitors budget to actual results for each sales center. Additionally, our CODM makes resource allocation decisions primarily on a sales center-by-sales center basis. No single sales center meets any of the quantitative thresholds (10% of revenues, profit or assets) for separately reporting information about an operating segment. We do not track sales by product lines and product categories on a consolidated basis. We lack readily available financial information due to the number of our product lines and product categories and the fact that we make ongoing changes to product classifications within these groups, thus making it impracticable to report our sales by product category. Seasonality and Weather Our business is highly seasonal and weather is one of the principal external factors affecting our business. In general, sales and net income are highest during the second and third quarters, which represent the peak months of both swimming pool use and installation and irrigation and landscape installations and maintenance. Sales are substantially lower during the first and fourth quarters, when we may incur net losses. Revenue Recognition Under ASC 606, we recognize a sale when a customer obtains control of the product, and we record the amount that reflects the consideration we expect to receive in exchange for such product. As under the previous accounting guidance, we continue to recognize a sale when a customer picks up product at any sales center, when we deliver product to their premises or job sites via our trucks or when we present the product to a third-party carrier. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to recognize each period. Our adoption of ASC 606 resulted in balance sheet reclassifications for recording our estimate of customer returns. ASC 606 requires the recognition of a current liability for the gross amount of estimated returns and a current asset for the cost of the related products. This change did not have a material impact on our Consolidated Balance Sheet as of December 31, 2018. We consider our distribution of products to represent one reportable revenue stream. Our products are similar in nature, and our revenue recognition policy is the same across our distribution networks. Our customers share similar characteristics and purchase products across all categories. We recognize revenue when our customers take control of our products. For customer pick-ups or deliveries by our trucks, control passes when our customers receive our products. For third-party deliveries, control passes when we present our products to the third-party carriers. We include shipping and handling fees billed to customers as freight out income within net sales. 51 We measure revenue as the amount of consideration we expect to receive in exchange for transferring our products. Consideration may vary due to volume incentives and expected customer returns. We offer volume incentives to some of our customers and account for these incentives as a reduction of sales. We estimate the amount of volume incentives earned based on our estimate of cumulative sales for the fiscal year relative to our customers’ progress toward achieving minimum purchase requirements. We record customer returns, including those associated with customer early buy programs, as a reduction of sales. Based on available information related to our customers’ returns, we record an allowance for estimated returns, which historically has not been material. We regularly review our marketing programs, coupons and customary business practices to determine if any variable consideration exists under ASC 606. Other items that we record as reductions to sales include cash discounts, pricing adjustments and credit card fees related to customer payments. The majority of our sales transactions do not contain additional performance obligations after delivery; therefore, we do not have multiple performance obligations for which to allocate the transaction price. We elected to continue to recognize shipping and handling costs associated with outbound freight in selling and administrative expenses. We report sales net of tax amounts that we collect from our customers and remit to governmental authorities. These tax amounts may include, but are not limited to, sales, use, value-added and some excise taxes. Vendor Programs Many of our arrangements with our vendors provide for us to receive specified amounts of consideration when we achieve any of a number of measures. These measures are generally related to the volume level of purchases from our vendors, or our net cost of products sold, and may include negotiated pricing arrangements. We account for vendor programs as a reduction of the prices of the vendors’ products and as a reduction of inventory until we sell the products, at which time such considerations are recognized as a reduction of Cost of sales on our Consolidated Statements of Income. Throughout the year, we estimate the amount earned based on our expectation of total purchases for the fiscal year relative to the purchase levels that mark our progress toward earning each program. We accrue vendor benefits on a monthly basis using these estimates, provided that we determine they are probable and reasonably estimable. We continually revise these estimates to reflect actual credits earned based on actual purchase levels and trends related to sales and purchasing mix. When we make adjustments to our estimates, we determine whether any portion of the adjustment impacts the amount of vendor credits that are deferred in inventory. We recognize changes in our estimates as a cumulative catch-up adjustment to the amounts recognized to date in our Consolidated Financial Statements. Shipping and Handling Costs We record shipping and handling costs associated with inbound freight as cost of sales. The table below presents shipping and handling costs associated with outbound freight, which we include in selling and administrative expenses (in thousands): 2018 2017 2016 $ 48,610 $ 45,247 $ 39,879 Share-Based Compensation We record share-based compensation for stock options and other share-based awards based on the estimated fair value as measured on the grant date. For stock option awards, we use a Black-Scholes model for estimating the grant date fair value. For additional discussion of share based compensation, see Note 6. Advertising Costs We expense advertising costs when incurred. The table below presents advertising expense for the past three years (in thousands): 2018 2017 2016 $ 7,390 $ 7,477 $ 7,011 52 Income Taxes Both the Tax Cuts and Jobs Act (the Act), enacted by Congress in December 2017, and ASU 2016-09, which we adopted on January 1, 2017, impacted our provision for income taxes by substantially reducing our income tax rate in 2018 and 2017. As of December 31, 2018, we have resolved our contingent accounting related to the tax effects of the Act. We filed our federal income tax return in the third quarter of 2018, and our return to provision adjustment, which addresses the provisional tax benefit we recorded under Staff Accounting Bulletin (SAB) 118 at December 31, 2017, was not material. We have considered the impact of the statutory changes from the Act on our estimated effective tax rate for 2018, including reasonable estimates of those provisions effective for the 2018 tax year. The Act also created a new requirement that certain income earned by foreign subsidiaries, global intangible low-taxed income (GILTI), be included in the gross income of their U.S. shareholder. Entities may make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or recognize such taxes as a current-period expense when incurred. We elected to treat the tax effect of GILTI as a current-period expense when incurred. We reduce federal and state income taxes payable by the tax benefits associated with the exercise of nonqualified stock options and the lapse of restrictions on restricted stock awards. To the extent realized tax deductions exceed the amount of previously recognized deferred tax benefits related to share-based compensation, we record an excess tax benefit. We record all excess tax benefits as a component of income tax benefit or expense in the income statement in the period in which stock options are exercised or restrictions on stock awards lapse. For additional information regarding income taxes, see Note 7. Equity Method Investments We account for our 50% investment in Northpark Corporate Center, LLC (NCC) using the equity method of accounting. Accordingly, we report our share of income or loss based on our ownership interest in this investment. Earnings Per Share We calculate basic earnings per share (EPS) by dividing Net income or loss attributable to Pool Corporation by the weighted average number of common shares outstanding. We include outstanding unvested restricted stock awards of our common stock in the basic weighted average share calculation. Diluted EPS reflects the dilutive effects of potentially dilutive securities, which include in the money outstanding stock options and shares to be purchased under our employee stock purchase plan. Using the treasury stock method, the effect of dilutive securities includes these additional shares of common stock that would have been outstanding based on the assumption that these potentially dilutive securities had been issued. For additional discussion of earnings per share, see Note 8. Foreign Currency The functional currency of each of our foreign subsidiaries is its applicable local currency. We translate our foreign subsidiary financial statements into U.S. dollars based on published exchange rates. We include these translation adjustments as a component of Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. We include realized transaction gains and losses that arise from exchange rate fluctuations in Interest and other non-operating expenses, net on the Consolidated Statements of Income. We realized net foreign currency transaction losses of $0.6 million in 2018, gains of $0.2 million in 2017 and losses of $0.7 million in 2016. 53 Fair Value Measurements Our assets and liabilities that are measured at fair value on a recurring basis include the unrealized gains or losses on our interest rate swap contracts and contingent consideration related to recent acquisitions. The three levels of the fair value hierarchy under the accounting guidance are described below: Level 1 Level 2 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Inputs to the valuation methodology include: • • • • quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The table below presents the estimated fair values of our interest rate swap contracts, our forward-starting interest rate swap contract and our contingent consideration liabilities (in thousands): Level 2 Unrealized gains on interest rate swaps Unrealized losses on interest rate swaps Level 3 Contingent consideration liabilities Fair Value at December 31, 2018 2017 $ $ 2,378 $ — 1,585 703 1,117 $ 1,824 We include unrealized gains in Prepaid expenses and other current assets and unrealized losses in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. As of December 31, 2018, our Consolidated Balance Sheets reflect $0.3 million in Accrued expenses and other current liabilities and $0.8 million in Other long-term liabilities related to our estimates for contingent consideration payouts. The carrying values of cash, receivables, accounts payable and accrued liabilities approximate fair value due to the short maturity of those instruments (Level 1 inputs). For determining the fair value of our interest rate swap and forward-starting interest rate swap contracts, we use significant other observable market data or assumptions (Level 2 inputs as defined in the accounting guidance) that we believe market participants would use in pricing similar assets or liabilities, including assumptions about counterparty risk. Our fair value estimates reflect an income approach based on the terms of the interest rate swap contracts and inputs corroborated by observable market data including interest rate curves. The carrying value of long-term debt approximates fair value (Level 3 inputs). Our determination of the estimated fair value reflects a discounted cash flow model using our estimates, including assumptions related to borrowing rates (Level 3 inputs). 54 Derivatives and Hedging Activities If determined to be effective cash flow hedges, we record the changes in the estimated fair value of our interest rate swap contracts to Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. To the extent our interest rate swaps are determined to be ineffective, we recognize the changes in the estimated fair value in Interest and other non-operating expenses, net on our Consolidated Statements of Income. We assess hedge effectiveness on a quarterly basis. Our interest rate swap and forward-starting interest rate swap contracts are subject to master netting arrangements. According to our accounting policy, we do not offset the fair values of assets with the fair values of liabilities related to these contracts. We recognize any differences between the variable interest rate payments and the fixed interest rate settlements from our swap counterparties as an adjustment to interest expense over the life of the swaps. For our interest rate swap contracts currently in effect, a portion of the change in the estimated fair value between periods relates to future interest expense. Recognition of the change in fair value between periods attributable to accrued interest is reclassified from Accumulated other comprehensive income (loss) to Interest and other non-operating expenses, net on the Consolidated Statements of Income. These amounts were not material in any period presented. For additional discussion of our interest rate swaps, see Note 5. Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Credit Risk and Allowance for Doubtful Accounts We record trade receivables at the invoiced amounts less an allowance for doubtful accounts for estimated losses we may incur if customers do not pay. We perform periodic credit evaluations of our customers and we typically do not require collateral. Consistent with industry practices, we generally require payment from our North American customers within 30 days, except for sales under early buy programs for which we provide extended payment terms to qualified customers. At the end of each quarter, we perform a reserve analysis of all accounts with balances greater than $20,000 and more than 60 days past due. Additionally, we perform a separate reserve analysis on the balance of our accounts receivables with emphasis on the remainder of the past due portion of the aging. During the year, we write off account balances when we have exhausted reasonable collection efforts and determined that the likelihood of collection is remote. These write-offs are charged against our allowance for doubtful accounts. The following table summarizes the changes in our allowance for doubtful accounts for the past three years (in thousands): Balance at beginning of year Bad debt expense Write-offs, net of recoveries Balance at end of year 2018 2017 2016 $ $ 3,897 4,164 (1,879) 6,182 $ $ 4,050 916 (1,069) 3,897 $ $ 4,205 1,199 (1,354) 4,050 Product Inventories and Reserve for Inventory Obsolescence Product inventories consist primarily of goods we purchase from manufacturers to sell to our customers. We record inventory at the lower of cost, using the average cost method, or net realizable value. We establish our reserve for inventory obsolescence based on inventory turns by class with particular emphasis on stock keeping units with the weakest sales over the expected sellable period, which is the previous 12 months for most products. The reserve is intended to reflect the net realizable value of inventory that we may not be able to sell at a profit. 55 In evaluating the adequacy of our reserve for inventory obsolescence, we consider a combination of factors including: • • • • • the level of inventory in relation to historical sales by product, including inventory usage by class based on product sales at both the sales center and on a company-wide basis; changes in customer preferences or regulatory requirements; seasonal fluctuations in inventory levels; geographic location; and superseded products and new product offerings. We periodically adjust our reserve for inventory obsolescence as changes occur in the above-identified factors. The following table summarizes the changes in our reserve for inventory obsolescence for the past three years (in thousands): 2018 2017 2016 Balance at beginning of year Provision for inventory write-downs Deduction for inventory write-offs Balance at end of year $ $ 6,264 3,998 (2,536) 7,726 $ $ 6,531 $ 2,660 (2,927) 6,264 $ 6,979 2,036 (2,484) 6,531 Property and Equipment Property and equipment are stated at cost. We depreciate property and equipment on a straight-line basis over the following estimated useful lives: Buildings Leasehold improvements (1) Autos and trucks Machinery and equipment Computer equipment Furniture and fixtures 40 years 1 - 10 years 3 - 6 years 3 - 15 years 3 - 7 years 5 - 10 years (1) For substantial improvements made near the end of a lease term where we are reasonably certain the lease will be renewed, we amortize the leasehold improvement over the remaining life of the lease including the expected renewal period. The table below presents depreciation expense for the past three years (in thousands): 2018 2017 2016 $ 26,122 $ 24,157 $ 20,338 Acquisitions We use the acquisition method of accounting and recognize assets acquired and liabilities assumed at fair value as of the acquisition date. Any contingent assets acquired and contingent liabilities assumed are also recognized at fair value if we can reasonably estimate fair value during the measurement period (which cannot exceed one year from the acquisition date). We re-measure any contingent liabilities at fair value in each subsequent reporting period. We expense all acquisition-related costs as incurred, including any restructuring costs associated with a business combination. If our initial acquisition accounting is incomplete by the end of the reporting period in which a business combination occurs, we report provisional amounts for incomplete items. Once we obtain information required to finalize the accounting for incomplete items, we adjust the provisional amounts recognized. We make adjustments to these provisional amounts during the measurement period. For all acquisitions, we include the results of operations in our Consolidated Financial Statements as of the acquisition date. For additional discussion of acquisitions, see Note 2. 56 Goodwill and Other Intangible Assets Goodwill represents the excess of the amount we paid to acquire a company over the estimated fair value of tangible assets and identifiable intangible assets acquired, less liabilities assumed. We test goodwill and other indefinite-lived intangible assets for impairment annually as of October 1st and at any other time when impairment indicators exist. We estimate fair value based on an income approach that incorporates our assumptions for determining the present value of future cash flows. We project future cash flows using management’s assumptions for sales growth rates, operating margins, discount rates and multiples. These assumptions are considered unobservable inputs (Level 3 inputs as defined in the accounting guidance). If the estimated fair value of any of our reporting units falls below its carrying value, we compare the estimated fair value of the reporting unit’s goodwill to its carrying value. If the carrying value of a reporting unit’s goodwill exceeds its estimated fair value, we perform a calculation to measure impairment, which includes valuing the tangible and intangible assets. We recognize any impairment loss in operating income. Since we define an operating segment as an individual sales center and we do not have operations below the sales center level, our reporting unit is an individual sales center. For additional discussion of goodwill and other intangible assets, see Note 3. Receivables Securitization Facility Our accounts receivable securitization facility (the Receivables Facility) provides for the sale of certain of our receivables to a wholly owned subsidiary (the Securitization Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights to certain third-party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities. We account for the sale of the receivable interests as a secured borrowing on our Consolidated Balance Sheets. The receivables subject to the agreement collateralize the cash proceeds received from the third-party financial institutions. We classify the entire outstanding balance as Long-term debt on our Consolidated Balance Sheets as we intend and have the ability to refinance the obligations on a long term basis. We present the receivables that collateralize the cash proceeds separately as Receivables pledged under receivables facility on our Consolidated Balance Sheets. For additional discussion of the Receivables Facility, see Note 5. Self-Insurance We are self-insured for employee health benefits, workers’ compensation coverage, property and casualty, and automobile insurance. To limit our exposure, we also maintain excess and aggregate liability coverage. We establish self insurance reserves based on estimates of claims incurred but not reported and information that we obtain from third-party service providers regarding known claims. Our management reviews these reserves based on consideration of various factors, including but not limited to the age of existing claims, estimated settlement amounts and other historical claims data. Redeemable Noncontrolling Interest In July 2014, we purchased a controlling interest in PSL. Included in the transaction documents was a put/call option deed that granted us an option to purchase the shares held by the noncontrolling interest and granted the holder of the noncontrolling interest an option to require us to purchase its shares in one or two transactions. In applying the guidance for this transaction, we determined that the financial instrument was embedded in the noncontrolling interest. As a public company, we were required to classify the noncontrolling interest and the embedded financial instrument as redeemable noncontrolling interest in a separate section of our Consolidated Balance Sheets, between liabilities and equity. On June 29, 2017, we purchased the remaining 40% interest in PSL. The actual redemption value exceeded the carrying amount, and we recorded an adjustment to Additional paid in capital as there were no retained earnings attributable to the noncontrolling interest. 57 The table below presents the changes in Redeemable noncontrolling interest (in thousands): Redeemable noncontrolling interest, beginning of period Redemption value adjustment of noncontrolling interest Net loss attributable to noncontrolling interest Other comprehensive income (loss) attributable to noncontrolling interest Less: purchase of redeemable noncontrolling interest Redeemable noncontrolling interest, end of period 2018 2017 2016 $ $ — $ — — — — — $ 2,287 $ 2,665 360 (294) 220 2,573 — (352) (26) — — $ 2,287 Accumulated Other Comprehensive Loss The table below presents the components of our Accumulated other comprehensive loss balance (in thousands): Foreign currency translation adjustments Unrealized gains on interest rate swaps, net of tax (1) Accumulated other comprehensive loss $ $ (12,422) 1,425 (10,997) $ $ (7,478) 150 (7,328) December 31, 2018 2017 (1) In February 2018, the Financial Accounting Standards Board (FASB) issued guidance that allows entities the option to reclassify the tax effects related to items in accumulated other comprehensive income (loss) to retained earnings (deficit) if deemed to be stranded in accumulated other comprehensive income (loss) due to U.S. tax reform. We do not have any material amounts stranded in Accumulated other comprehensive loss from U.S. tax reform. Retained Deficit We account for the retirement of treasury share repurchases as an increase of our Retained deficit on our Consolidated Balance Sheets. As of December 31, 2018, the retained deficit reflects cumulative net income, the cumulative impact of adjustments for changes in accounting pronouncements, treasury share retirements since the inception of our share repurchase programs of $1,426.8 million and cumulative dividends of $495.1 million. Supplemental Cash Flow Information The following table presents supplemental disclosures to the accompanying Consolidated Statements of Cash Flows (in thousands): Year Ended December 31, 2017 2016 2018 Cash paid during the year for: Interest Income taxes, net of refunds $ 17,796 50,091 $ 12,957 84,251 $ 8,052 80,378 58 Recent Accounting Pronouncements Pending Adoption The following table summarizes the remaining recent accounting pronouncements that we plan to adopt in future periods: Effect on Financial Statements and Other Significant Matters The adoption of ASU 2016-02 will significantly increase assets and liabilities on our consolidated balance sheets. We are finalizing our testing of the information gathered to properly account for the new standard. Based on our current lease portfolio, assumptions related to borrowing rates, and conclusions related to renewal periods, we expect to record a right-of-use asset and corresponding liability for each of our existing operating leases of approximately $180.0 million. We do not expect a material impact on our results of operations and cash flows. Upon adoption, we expect to apply the package of practical expedients available within the new standard, which is intended to provide some relief to issuers. We will also have expanded disclosures upon adoption. We do not expect this accounting pronouncement will have a material impact on our financial position, results of operations and related disclosures. Standard ASU 2016-02, Leases (Topic 842) Description Requires lessees to record most leases on their balance sheets but recognize expenses in a manner similar to current guidance. The guidance is required to be applied using a modified retrospective approach. Effective Date Annual periods beginning after December 15, 2018 ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities Eliminates the requirement to separately measure and report hedge ineffectiveness. For qualifying cash flow and net investment hedges, the change in the fair value of the hedging instrument will be recorded in Other Comprehensive Income (OCI), and amounts deferred in OCI will be reclassified to earnings in the same income statement line item that is used to present the earnings effect of the hedged item. Annual periods beginning after December 15, 2018 59 Standard ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Description Changes the way companies evaluate credit losses for most financial assets and certain other instruments. For trade and other receivables, held- to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit quality by year of origination for most financing receivables. The guidance must be applied using a cumulative-effect transition method. Eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (commonly referred to as Step 2 under the current guidance). Rather, the measurement of a goodwill impairment charge will be based on the excess of a reporting unit’s carrying value over its fair value (Step 1 under the current guidance). This guidance should be applied prospectively. Effective Date Annual periods beginning after December 15, 2019 Effect on Financial Statements and Other Significant Matters We are currently evaluating the effect this will have on our financial position, results of operations and related disclosures. Annual and interim impairment tests performed in periods beginning after December 15, 2019 We are currently evaluating the effect this will have on our financial position, results of operations and related disclosures. 60 Note 2 - Acquisitions 2018 Acquisitions In January 2018, we acquired the distribution assets of Tore Pty. Ltd. (doing business as Pool Power), a wholesale distributor of pool and spa equipment in South Australia, with one distribution center in Adelaide, Australia. In November 2018, we acquired the distribution assets of Turf & Garden, Inc., a wholesale distributor of irrigation products and landscape maintenance equipment, parts and supplies with three locations in Virginia and one location in North Carolina. We have completed our acquisition accounting for these acquisitions, subject to adjustments for standard holdback provisions per the terms of the purchase agreements, which are not material. These acquisitions did not have a material impact on our financial position or results of operations, either individually or in the aggregate. 2017 Acquisitions In April 2017, we acquired the distribution assets of Lincoln Equipment, Inc. (Lincoln Aquatics), a national distributor of equipment and supplies to commercial and institutional swimming pool customers, with one location in California. In July 2017, we acquired New Star Holdings Pty. Ltd. (doing business as Newline Pool Products), a swimming pool equipment and supplies distributor with one distribution center in Brisbane, Australia. In October 2017, we acquired E-Grupa, a national swimming pool equipment and supplies distributor, with one location in Croatia. In December 2017, we acquired Kripsol Intermark Malaga S.L. (Intermark), a swimming pool equipment and supplies distributor, with one location in southern Spain. In December 2017, we acquired the distribution assets of Chem Quip, Inc. (Chem Quip), a wholesale distributor of residential and commercial swimming pool equipment, chemicals and supplies, with five distribution locations in central and northern California. We have completed our acquisition accounting for these acquisitions. These acquisitions did not have a material impact on our financial position or results of operations, either individually or in the aggregate. 2016 Acquisitions In April 2016, we acquired the distribution assets of Metro Irrigation Supply Company Ltd., an irrigation and landscape supply company with eight locations in Texas. We have completed our acquisition accounting for this acquisition. This acquisition did not have a material impact on our financial position or results of operations. 61 Note 3 - Goodwill and Other Intangible Assets The table below presents changes in the carrying amount of goodwill and our accumulated impairment losses (in thousands): Goodwill (gross) at December 31, 2016 Acquired goodwill Foreign currency translation adjustments Goodwill (gross) at December 31, 2017 Accumulated impairment losses at December 31, 2016 Goodwill impairment Accumulated impairment losses at December 31, 2017 Goodwill (net) at December 31, 2017 Goodwill (gross) at December 31, 2017 Acquired goodwill Foreign currency translation adjustments Goodwill (gross) at December 31, 2018 Accumulated impairment losses at December 31, 2017 Goodwill impairment Accumulated impairment losses at December 31, 2018 $ $ $ 194,674 3,068 1,572 199,314 (9,879) — (9,879) 189,435 199,314 334 (1,297) 198,351 (9,879) — (9,879) Goodwill (net) at December 31, 2018 $ 188,472 In October 2018 and October 2017, we performed our annual goodwill impairment test and did not identify any goodwill impairment at the reporting unit level. As of October 1, 2018, we had 223 reporting units with allocated goodwill balances. The most significant goodwill balance for a reporting unit was $5.7 million and the average goodwill balance was $0.8 million. Other intangible assets consisted of the following (in thousands): December 31, 2018 2017 Intangibles Gross Accumulated Amortization Intangibles Net Intangibles Gross Accumulated Amortization Intangibles Net Weighted Average Useful Life $ 8,400 $ — $ 8,400 $ 8,400 $ — $ 8,400 Indefinite 1,002 — 1,002 1,109 — 1,109 Indefinite 1,500 (812) 688 1,500 (738) 762 20 5,019 473 (3,157) (421) 1,862 52 5,078 523 (2,243) (406) 2,835 117 4.89 5 $ 16,394 $ (4,390) $ 12,004 $ 16,610 $ (3,387) $ 13,223 62 Horizon tradename Pool Systems tradename and trademarks National Pool Tile (NPT) tradename Non- compete agreements Patents Total other intangibles The Horizon and Pool Systems tradenames and trademarks have indefinite useful lives and are not subject to amortization. However, we evaluate the useful lives of these intangible assets and test for impairment annually. The NPT tradename, our non-compete agreements and our patents have finite useful lives, and we amortize the estimated fair value of these agreements using the straight-line method over their respective useful lives. We have not identified any indicators of impairment related to these assets. The useful lives for our non-compete agreements are based on their contractual terms, and the useful lives for our patents are based on expected future cash flows. We recognize expenses related to patent renewal costs as incurred. Other intangible amortization expense was $1.1 million in 2018, $1.0 million in 2017 and $1.0 million in 2016. The table below presents estimated amortization expense for other intangible assets for the next five years (in thousands): $ 2019 2020 2021 2022 2023 953 866 298 108 75 63 Note 4 - Details of Certain Balance Sheet Accounts The table below presents additional information regarding certain balance sheet accounts (in thousands): Receivables, net: Trade accounts Vendor programs Other, net Total receivables Less: Allowance for doubtful accounts Receivables, net Prepaid expenses and other current assets: Prepaid expenses Other current assets Prepaid expenses and other current assets Property and equipment, net: Land Buildings Leasehold improvements Autos and trucks Machinery and equipment Computer equipment Furniture and fixtures Fixed assets in progress Total property and equipment Less: Accumulated depreciation Property and equipment, net Accrued expenses and other current liabilities: Salaries and payroll deductions Performance-based compensation Taxes payable Other current liabilities Accrued expenses and other current liabilities December 31, 2018 2017 $ $ $ $ $ $ $ $ 16,451 57,304 1,920 75,675 (6,182) 69,493 15,114 3,392 18,506 3,193 5,318 45,098 82,216 61,945 39,307 9,778 1,751 248,606 (141,642) 106,964 12,475 25,261 8,337 12,534 58,607 $ $ $ $ $ $ $ $ 26,681 50,302 3,511 80,494 (3,897) 76,597 14,700 4,869 19,569 3,003 4,255 41,908 70,570 55,128 38,194 9,670 1,072 223,800 (122,861) 100,939 9,987 31,807 7,970 15,718 65,482 64 Note 5 - Debt The table below presents the components of our debt (in thousands): Variable rate debt Short-term borrowings Current portion of long-term debt: Australian credit facility Short-term borrowings and current portion of long-term debt $ Long-term portion: Revolving credit facility Receivables securitization facility Less: financing costs, net Long-term debt, net Total debt 550,131 108,500 1,038 657,593 666,761 $ $ December 31, 2018 2017 $ — $ 1,937 9,168 9,168 8,898 10,835 410,439 100,000 1,624 508,815 519,650 $ $ $ Revolving Credit Facility On September 29, 2017, we, along with our wholly owned subsidiaries, SCP Distributors Canada Inc., as the Canadian Borrower, and SCP Pool B.V., as the Dutch Borrower, amended and restated our unsecured syndicated senior credit facility (the Credit Facility). The Credit Facility borrowing capacity increased to $750.0 million from $465.0 million under a five-year revolving credit facility. We also extended the maturity date of the agreement to September 29, 2022. The Credit Facility includes sublimits for the issuance of swingline loans and standby letters of credit. Pursuant to an accordion feature, the aggregate maximum principal amount of the commitments under the Credit Facility may be increased at our request and with agreement by the lenders by up to $75.0 million, to a total of $825.0 million. Our obligations under the Credit Facility are guaranteed by substantially all of our existing and future direct and indirect domestic subsidiaries. The Credit Facility contains terms and provisions (including representations, covenants and conditions) and events of default customary for transactions of this type. If we default under the Credit Facility, the lenders may terminate their commitments under the Credit Facility and may require us to repay all amounts. At December 31, 2018, there was $550.1 million outstanding, a $4.8 million standby letter of credit outstanding and $195.1 million available for borrowing under the Credit Facility. The weighted average effective interest rate for the Credit Facility as of December 31, 2018 was approximately 3.5%, excluding commitment fees. Revolving borrowings under the Credit Facility bear interest, at our option, at either of the following and, in each case, plus an applicable margin: a. a base rate, which is the highest of (i) the Wells Fargo Bank, National Association prime rate, (ii) the Federal Funds Rate plus 0.500% and (iii) the London Interbank Offered Rate (LIBOR) Market Index Rate plus 1.000%; or b. LIBOR. Borrowings by the Canadian Borrower bear interest, at the Canadian Borrower’s option, at either of the following and, in each case, plus an applicable margin: a. a base rate, which is the greatest of (i) the Canadian Reference Bank prime rate and (ii) the annual rate of interest equal to the sum of the Canadian Dealer Offered Rate (CDOR) plus 1.000%; or b. CDOR. Borrowings by the Dutch Borrower bear interest at LIBOR plus an applicable margin. 65 The interest rate margins on the borrowings and letters of credit are based on our leverage ratio and will range from 1.025% to 1.425% on CDOR, LIBOR and swingline loans, and from 0.025% to 0.425% on Base Rate and Canadian Base Rate loans. Borrowings under the swingline loans are based on the LIBOR Market Index Rate (LMIR) plus any applicable margin. We are also required to pay an annual facility fee ranging from 0.100% to 0.200%, depending on our leverage ratio. Receivables Securitization Facility On October 31, 2018, we and certain of our subsidiaries entered into an amendment of our two-year accounts receivable securitization facility (the Receivables Facility). As amended, the Receivables Facility has a peak seasonal funding capacity of up to $295.0 million for the month of May, which includes an additional seasonal funding capacity that is available between March 1 and July 31. Other funding capacities range from $95.0 million to $280.0 million throughout the remaining months of the year. The Receivables Facility provides for the sale of certain of our receivables to a wholly owned subsidiary (the Securitization Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights to certain third-party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities. Upon payment of the receivables by customers, rather than remitting to the financial institutions the amounts collected, we retain such collections as proceeds for the sale of new receivables until payments become due to the financial institutions. The Receivables Facility is subject to terms and conditions (including representations, covenants and conditions precedent) customary for transactions of this type. Failure to maintain certain ratios or meet certain of these covenants could trigger an amortization event. At December 31, 2018, there was $108.5 million outstanding under the Receivables Facility at a weighted average effective interest rate of 3.3%, excluding commitment fees. Depending on the funding source used by the financial institutions to purchase the receivables, amounts outstanding under the Receivables Facility bear interest at one of the following and, in each case, plus an applicable margin of 0.75%: a. b. for financial institutions using the commercial paper market, commercial paper rates based on the applicable variable rates in the commercial paper market at the time of issuance; or for financial institutions not using the commercial paper market, LMIR. We also pay an unused fee of 0.35% on the excess of the facility limit over the average daily capital outstanding. We pay this fee monthly in arrears. Australian Seasonal Credit Facility In the second quarter of 2017, PSL entered into a credit facility to fund expansion and supplement working capital needs. The credit facility provides a borrowing capacity of AU$20.0 million. Cash Pooling Arrangement Certain of our foreign subsidiaries entered into a cash pooling arrangement with a financial institution for cash management purposes. This arrangement allows the participating subsidiaries to withdraw cash from the financial institution to the extent that aggregate cash deposits held by these subsidiaries are available at the financial institution. To the extent the participating subsidiaries are in an overdraft position, such overdrafts are recorded as short-term borrowings under a committed cash overdraft facility. These borrowings bear interest at a variable rate based on 3-month Euro Interbank Offered Rate (EURIBOR), plus a fixed margin. We also pay a commitment fee on the average outstanding balance. This fee is paid annually in advance. Our borrowing capacity is €12.0 million. 66 Interest Rate Swaps We currently have three interest rate swap contracts in place, which became effective on October 19, 2016. These swaps were previously forward-starting contracts that were amended in October 2015 to bring the fixed rates per our forward-starting contracts in line with market rates at that time and extend the hedged period for future interest payments on our Credit Facility. As amended, these swap contracts terminate on November 20, 2019. We recognized a benefit of $1.2 million in 2018, a benefit of $2.4 million in 2017 and expense of $0.1 million in 2016 as a result of ineffectiveness. These amounts were recorded in Interest and other non-operating expenses, net on our Consolidated Statements of Income. The following table provides additional details related to each of these amended swap contracts: Derivative Interest rate swap 6 Interest rate swap 7 Interest rate swap 8 Amendment Date October 1, 2015 October 1, 2015 October 1, 2015 Notional Amount (in millions) Fixed Interest Rate $ 75.0 25.0 50.0 2.273% 2.111% 2.111% Upon amendment of the original hedge agreements, we were required to freeze the amounts related to the changes in the fair values of these swaps, which are recorded in Accumulated other comprehensive loss. On September 30, 2018, these balances became fully amortized. We recorded expense of $1.4 million in 2018 and $1.9 million in 2017 as amortization of the unrealized loss in Interest and other non-operating expenses, net. In July 2016, we entered into a new forward-starting interest rate swap contract to extend the hedged period for future interest payments on our Credit Facility to its maturity date. This swap contract will convert the variable interest rate to a fixed interest rate on borrowings under the Credit Facility. This contract becomes effective on November 20, 2019 and terminates on November 20, 2020. The following table provides additional details related to this swap contract: Derivative Inception Date Notional Amount (in millions) Fixed Interest Rate Forward-starting interest rate swap July 6, 2016 $ 150.0 1.1425% The net difference between interest paid and interest received related to our swap agreements resulted in incremental interest expense of $0.3 million in 2018, $1.7 million in 2017 and $1.3 million in 2016. In 2016, we had five interest rate swap contracts in place to reduce our exposure to fluctuations in interest rates on the Credit Facility. Each of these swap contracts terminated on October 19, 2016. These swaps converted the variable interest rates to fixed interest rates on borrowings under the Credit Facility. For these interest rate swaps, we recognized no gains or losses through income, nor was there any effect on income from hedge ineffectiveness over the term of these swap contracts. The following table provides additional details related to each of these swap contracts: Derivative Interest rate swap 1 Interest rate swap 2 Interest rate swap 3 Interest rate swap 4 Interest rate swap 5 Effective Date November 21, 2011 November 21, 2011 December 21, 2011 January 17, 2012 January 19, 2012 Notional Amount (in millions) $ 25.0 25.0 50.0 25.0 25.0 Fixed Interest Rate 1.185% 1.185% 1.100% 1.050% 0.990% 67 Failure of our swap counterparties would result in the loss of any potential benefit to us under our swap agreements. In this case, we would still be obligated to pay the variable interest payments underlying our debt agreements. Additionally, failure of our swap counterparties would not eliminate our obligation to continue to make payments under our existing swap agreements if we continue to be in a net pay position. Financial and Other Covenants Financial covenants on the Credit Facility and Receivables Facility are closely aligned and include a minimum fixed charge coverage ratio and maintenance of a maximum average total leverage ratio, which are our most restrictive covenants. The Credit Facility also limits the declaration and payment of dividends on our common stock to no more than 50% of the preceding year’s Net Income (as defined in the Credit Facility), provided no default or event of default has occurred and is continuing, or would result from the payment of dividends. Additionally, we may declare and pay quarterly dividends notwithstanding that the aggregate amount of dividends paid would be in excess of the 50% limit described above so long as (i) the amount per share of such dividends does not exceed the amount per share paid during the most recent fiscal year in which we were in compliance with the 50% limit and (ii) our Average Total Leverage Ratio is less than 3.00 to 1.00 both immediately before and after giving pro forma effect to such dividends. Further, dividends must be declared and paid in a manner consistent with our past practice. Under the Credit Facility, we may repurchase shares of our common stock provided no default or event of default has occurred and is continuing, or would result from the repurchase of shares, and our maximum average total leverage ratio (determined on a pro forma basis) is less than 2.50 to 1.00. Other covenants include restrictions on our ability to grant liens, incur indebtedness, make investments, merge or consolidate, and sell or transfer assets. Failure to comply with any of our financial covenants or any other terms of the Credit Facility could result in penalty payments, higher interest rates on our borrowings or the acceleration of the maturities of our outstanding debt. As of December 31, 2018, we were in compliance with all covenants and financial ratio requirements related to the Credit Facility and the Receivables Facility. Deferred Financing Costs We capitalize financing costs we incur related to implementing and amending our debt arrangements. We record these costs as a reduction of Long-term debt, net on our Consolidated Balance Sheets and amortize them over the contractual life of the related debt arrangements. The table below summarizes changes in deferred financing costs for the past two years (in thousands): December 31, 2018 2017 $ 4,606 $ 106 — 4,712 (3,674) 1,038 $ 4,883 1,104 (1,381) 4,606 (2,982) 1,624 Deferred financing costs: Balance at beginning of year Financing costs deferred Write-off of fully amortized deferred financing costs Balance at end of year Less: Accumulated amortization Deferred financing costs, net of accumulated amortization $ 68 Note 6 - Share-Based Compensation Share-Based Plans Current Plan In May 2007, our shareholders approved the 2007 Long-Term Incentive Plan (the 2007 LTIP), which authorizes the Compensation Committee of our Board of Directors (the Board) to grant non-qualified stock options and restricted stock awards to employees, directors, consultants or advisors. In May 2016, our shareholders approved an amendment and restatement of the 2007 Long Term Incentive Plan (the Amended 2007 LTIP) and increased the number of shares that may be issued to a total of 9,315,000 shares. As of December 31, 2018, we had 4,453,450 shares available for future issuance including 1,108,023 shares that may be issued as restricted stock. Stock options granted under the Amended 2007 LTIP have an exercise price equal to our stock’s closing market price on the grant date and expire ten years from the grant date. Restricted stock awards granted under the Amended 2007 LTIP are issued at no cost to the grantee. Both stock options and restricted stock awards vest over time depending on an employee’s length of service with the Company. Share-based awards to our employees generally vest either five years from the grant date or on a three/five year split vest schedule, where half of the awards vest three years from the grant date and the remainder of the awards vest five years from the grant date. Share based awards to our non-employee directors vest one year from the grant date. Beginning with 2016 grants, certain restricted stock awards to our employees contain performance-based criteria in addition to the service-based vesting criteria discussed above. The awards provide for a three-year performance period for the metric to be achieved. If the performance metric fails to be met, it may be extended by one or two years; however, if it is not met by the end of the extended performance period, then all shares of performance-based restricted stock will be immediately forfeited and canceled. Since each grant date, we have concluded attainment of these performance conditions to be probable to be achieved in the first three-year performance period for the 2018, 2017 and 2016 performance-based grants. Further, we achieved the performance condition for the 2016 grant in the first three-year performance period ending December 31, 2018. Stock Option Awards The following table summarizes stock option activity under our share-based plans for the year ended December 31, 2018: Balance at December 31, 2017 Granted Less: Exercised Forfeited Balance at December 31, 2018 Shares 2,287,399 85,375 491,448 2,175 1,879,151 Exercisable at December 31, 2018 1,358,874 Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value $ $ $ 39.67 138.03 23.97 84.32 48.19 31.52 3.76 2.45 $188,773,097 $159,166,141 69 The following table presents information about stock options outstanding and exercisable at December 31, 2018: Range of Exercise Prices Shares Outstanding Stock Options Weighted Average Remaining Contractual Term (Years) $ 18.44 to $ 24.50 $ 24.51 to $ 69.85 $ 69.86 to $ 138.11 817,077 719,599 342,475 1,879,151 1.33 4.51 7.96 3.76 Exercisable Stock Options Weighted Average Exercise Price $ 21.42 46.75 — Shares 817,077 541,797 — Weighted Average Exercise Price $ 21.42 51.06 106.05 $ 48.19 1,358,874 $ 31.52 The following table summarizes the cash proceeds and tax benefits realized from the exercise of stock options: (in thousands, except share amounts) Options exercised Cash proceeds Intrinsic value of options exercised Tax benefits realized Year Ended December 31, 2018 491,448 11,779 61,469 15,367 $ $ $ 2017 364,984 9,809 33,302 12,809 $ $ $ 2016 343,237 10,340 21,094 7,891 $ $ $ We estimated the fair value of employee stock option awards at the grant date based on the assumptions summarized in the following table: (Weighted average) Expected volatility Expected term Risk-free interest rate Expected dividend yield Grant date fair value 2018 23.7% Year Ended December 31, 2017 26.6% 2016 29.7% 7.3 years 7.3 years 7.1 years 2.87% 1.5% 2.44% 1.5% 1.75% 1.5% $ 35.71 $ 32.00 $ 22.86 We calculated expected volatility over the expected term of the awards based on the historical volatility of our common stock. We use weekly price observations for our historical volatility calculation because we believe this provides the most appropriate measurement of volatility given the trading patterns of our common stock. We estimated the expected term based on the vesting period of the awards and our historical exercise activity for awards with similar characteristics. The weighted average expected term is impacted by a higher expected term estimate for stock option awards granted to our named executive officers. The risk-free interest rate is based on the U.S. Treasury zero-coupon issues with a remaining term approximating the expected term of the option. We determined the expected dividend yield based on the anticipated dividends over the expected term. For purposes of recognizing share-based compensation expense, we ratably expense the estimated fair value of employee stock options over the options’ requisite service period. The requisite service period for our share-based awards is either the vesting period, or if shorter, the period from the grant date to the date that employees meet the retirement provisions of our share-based award agreements. We recognize compensation cost for awards with graded vesting using the graded vesting recognition method. 70 The following table presents the total share-based compensation expense for stock option awards for the past three years (in thousands): Option grants share-based compensation expense Option grants share-based compensation tax benefits $ $ 3,218 805 $ 3,553 888 3,735 1,409 2018 2017 2016 At December 31, 2018, the unamortized compensation expense related to stock option awards totaled $3.3 million. We anticipate that this expense will be recognized over a weighted average period of 2.4 years. Restricted Stock Awards The table below presents restricted stock awards activity under our share-based plans for the year ended December 31, 2018: Balance unvested at December 31, 2017 Granted (at market price) (1) Less: Vested Forfeited Balance unvested at December 31, 2018 Weighted Average Grant Date Fair Value 83.36 $ 138.25 64.78 77.89 101.93 $ Shares 297,524 80,598 68,149 2,200 307,773 (1) The majority of these shares contain performance-based vesting conditions. At December 31, 2018, the unamortized compensation expense related $7.6 million. We anticipate that this expense will be recognized over a weighted average period of 2.7 years. the restricted stock awards to totaled The table below presents the total number of restricted stock awards that vested for the past three years and the related fair value of those awards (in thousands, except share amounts): Restricted stock awards - shares vested Fair value of restricted stock awards vested $ 2018 68,149 9,642 2017 79,224 9,260 $ 2016 95,420 7,960 $ The following table presents the total share-based compensation expense for restricted stock awards for the past three years (in thousands): Restricted stock awards share-based compensation expense $ 9,151 $ 8,547 $ 5,993 2018 2017 2016 Employee Stock Purchase Plan In March 1998, the Board adopted the SCP Pool Corporation Employee Stock Purchase Plan (the ESPP). Under the ESPP, employees who meet minimum age and length of service requirements may purchase stock at 85% of the lower of: a. as amended in May 2016, the closing price of our common stock at the end of a six month plan period ending either July 31 or January 31 (prior to the amendment, the six month plan period ended on June 30 or December 31); or the average of the beginning and ending closing prices of our common stock for such six month period. b. 71 No more than 956,250 shares of our common stock may be issued under the ESPP. For the two six month offering periods in 2018 and 2017, and the one six month offering period in 2016, our employees purchased the following aggregate number of shares: 2018 15,966 2017 16,610 2016 8,649 The grant date fair value for the most recent ESPP purchase period ended July 31, 2018 was $31.43 per share. Share-based compensation expense related to our ESPP was $0.5 million in 2018, $0.4 million in 2017 and $0.2 million in 2016. Note 7 - Income Taxes Both ASU 2016-09, which we adopted on January 1, 2017, and U.S. tax reform enacted in December 2017, impacted our income tax provision for 2018 and 2017. As of December 31, 2017, we had not completed our accounting for the tax effects of the Act. In accordance with SAB 118, we recorded provisional amounts related to the transition tax, impacts of the Act on state taxes, provisions of the Act related to deferred tax balances, and foreign tax implications. As a result of the Act, we recorded a provisional tax benefit of $12.0 million in the fourth quarter of 2017, which primarily reflected the re-measurement of our net deferred tax liability to the new U.S. Federal tax rate. As of December 31, 2018, we have resolved our contingent accounting related to the tax effects of the Act. We filed our federal income tax return in the third quarter of 2018, and our return to provision adjustment, which addresses the provisional tax benefit recorded under SAB 118, was not material. We have considered the impact of the statutory changes from the Act on our estimated effective tax rate for 2018, including reasonable estimates of those provisions effective for the 2018 tax year. We believe our net benefit is based on reasonable estimates for those tax effects of the Act. Changes to these estimates or new guidance issued by regulators may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. We reduce federal and state income taxes payable by the tax benefits associated with the exercise of deductible nonqualified stock options and the lapse of restrictions on deductible restricted stock awards. To the extent realized tax deductions exceed the amount of previously recognized deferred tax benefits related to share-based compensation, we record an excess tax benefit. Upon adoption of ASU 2016-09, we were required to record all excess tax benefits or deficiencies as income tax benefit or expense in the income statement. We recorded excess tax benefits of $15.3 million to our income tax provision in 2018 and $12.6 million in 2017. Prior to the adoption of this guidance, we were required to record excess tax benefits in stockholders’ equity, of which we recorded $7.4 million in 2016. For additional discussion of our adoption of this accounting guidance, see Note 1. Income before income taxes and equity earnings is attributable to the following jurisdictions (in thousands): Year Ended December 31, 2017 259,436 9,746 269,182 2018 278,311 14,682 292,993 $ $ $ $ 2016 234,646 6,732 241,378 United States Foreign Total $ $ 72 The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2017 2016 2018 Current: Federal State and other Total current provision for income taxes Deferred: Federal State and other Total deferred provision for income taxes Provision for income taxes $ $ 39,504 14,609 54,113 4,676 (15) 4,661 58,774 $ $ 71,329 11,289 82,618 (6,643) 2,007 (4,636) 77,982 $ $ 77,000 12,182 89,182 4,079 (330) 3,749 92,931 A reconciliation of the U.S. federal statutory tax rate to our effective tax rate on Income before income taxes and equity earnings is as follows: Year Ended December 31, 2018 2017 2016 Federal statutory rate Change in valuation allowance Stock-based compensation Re-measurement of net deferred tax liability Other, primarily state income tax rate Total effective tax rate 21.00% (0.13) (5.23) — 4.42 20.06% 35.00% (0.06) (4.67) (4.46) 3.16 28.97% 35.00% 0.10 — — 3.40 38.50% 73 The table below presents the components of our deferred tax assets and liabilities (in thousands): Deferred tax assets: Product inventories Accrued expenses Leases Share-based compensation Uncertain tax positions Net operating losses Other Total non-current Less: Valuation allowance Component reclassified for net presentation Total non-current, net December 31, 2018 2017 $ 5,413 $ 776 1,189 9,427 2,558 5,058 2,080 26,501 (5,058) (20,897) 546 4,287 1,804 1,188 8,884 2,087 5,441 1,629 25,320 (5,440) (19,071) 809 Total deferred tax assets 546 809 Deferred tax liabilities: Trade discounts on purchases Prepaid expenses Intangible assets, primarily goodwill Depreciation Interest rate swaps Total non-current Component reclassified for net presentation Total non-current, net 2,094 1,804 30,988 14,924 486 50,296 (20,897) 29,399 1,520 1,857 29,348 10,870 61 43,656 (19,071) 24,585 Total deferred tax liabilities 29,399 24,585 Net deferred tax liability $ 28,853 $ 23,776 At December 31, 2018, certain of our international subsidiaries had tax loss carryforwards totaling approximately $19.0 million, which expire in various years after 2019. Deferred tax assets related to the tax loss carryforwards of these international subsidiaries were $5.1 million as of December 31, 2018 and $5.4 million as of December 31, 2017. We have recorded a corresponding valuation allowance of $5.1 million and $5.4 million in the respective years. As of December 31, 2018, United States income taxes were not provided on earnings or cash balances of our foreign subsidiaries, outside of the provisions of the transition tax from U.S. tax reform. As we have historically invested or expect to invest the undistributed earnings indefinitely to fund current cash flow needs in the countries where held, additional income tax provisions may be required. Determining the amount of unrecognized deferred tax liability on these undistributed earnings and cash balances is not practicable due to the complexity of tax laws and regulations and the varying circumstances, tax treatments and timing of any future repatriation. 74 The following table summarizes the activity related to uncertain tax positions for the past three years (in thousands): Balance at beginning of year Increases for tax positions taken during a prior period Increases for tax positions taken during the current period Decreases resulting from the expiration of the statute of limitations Decreases relating to settlements Balance at end of year 2018 2017 2016 $ 9,937 76 3,809 1,603 40 $ 12,179 $ $ 7,846 129 3,260 869 429 9,937 $ $ 5,978 10 2,819 961 — 7,846 The total amount of unrecognized tax benefits that, if recognized, would decrease the effective tax rate was $9.6 million at December 31, 2018 and $7.9 million at December 31, 2017. We record interest expense related to unrecognized tax benefits in Interest and other non-operating expenses, net, while we record related penalties in Selling and administrative expenses on our Consolidated Statements of Income. For unrecognized tax benefits, we had interest expense of $0.2 million in 2018, $0.2 million in 2017 and $0.2 million in 2016. Accrued interest related to unrecognized tax benefits was approximately $1.1 million at December 31, 2018 and $0.9 million at December 31, 2017. We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2015. 75 Note 8 - Earnings Per Share The table below presents the computation of earnings per share, including the reconciliation of basic and diluted weighted average shares outstanding (in thousands, except per share data): Net income Net loss attributable to noncontrolling interest Net income attributable to Pool Corporation Weighted average shares outstanding: Basic Effect of dilutive securities: Stock options and employee stock purchase plan (1) Diluted Earnings per share: Basic Diluted Year Ended December 31, 2018 234,461 — 234,461 2017 191,339 294 191,633 $ $ 2016 148,603 352 148,955 $ $ 40,311 40,838 41,872 1,382 41,693 1,611 42,449 1,112 42,984 5.82 5.62 $ $ 4.69 4.51 $ $ 3.56 3.47 $ $ $ $ Anti-dilutive stock options excluded from diluted earnings per share computations (2) — 108 1 (1) As a result of the adoption of ASU 2016-09, the calculation of the effect of dilutive securities for 2018 and 2017 excludes any derived excess tax benefits or deficiencies from assumed future proceeds, resulting in an increase in diluted weighted average shares outstanding as compared to 2016. (2) Since these options have exercise prices that are higher than the average market prices of our common stock, including them in the calculation would have an anti-dilutive effect on earnings per share. Note 9 - Commitments and Contingencies Commitments We lease facilities for our corporate office, sales centers and centralized shipping locations under operating leases that expire in various years through 2032. Most of our leases contain five-year terms with renewal options. For leases with step rent provisions whereby the rental payments increase incrementally over the life of the lease, we recognize expense on a straight-line basis determined by the total minimum lease payments over the minimum lease term. The table below presents rent expense associated with facility and vehicle operating leases for the past three years (in thousands): 2018 2017 2016 $ 70,102 $ 66,161 $ 63,940 76 The table below sets forth the approximate future minimum lease payments as of December 31, 2018 related to non-cancelable facility operating leases with initial terms of one year or more (in thousands): $ 2019 2020 2021 2022 2023 Thereafter 50,416 48,580 37,411 28,078 16,260 16,020 Upon adoption of ASU 2016-02, Leases, we will be required to record most leases on our balance sheets and recognize expenses in a manner similar to current guidance. We will also be required to provide enhanced disclosures related to our lease agreements. ASU 2016-02 will be effective for annual periods beginning after December 15, 2018. The guidance is required to be applied using a modified retrospective approach, which for us will entail recording an immaterial cumulative adjustment to retained earnings as of January 1, 2019 rather than retrospectively adjusting prior periods. This adoption approach will also result in a balance sheet presentation that will not be comparable to the prior period in the first year of adoption. The adoption of ASU 2016-02 will have a significant impact on our Consolidated Balance Sheets as we will be recording a right- of-use asset and corresponding liability for our current operating leases. Presentation of leases within our Consolidated Statements of Income and Consolidated Statements of Cash Flows will be generally consistent with the current lease accounting guidance. For additional information on this new accounting pronouncement, refer to Note 1. Contingencies From time to time, we are subject to various claims and litigation arising in the ordinary course of business, including product liability, personal injury, commercial, contract and employment matters. Each quarter, we evaluate developments related to claims and litigation and record a liability if we deem a loss to be probable and estimable. When evaluating these matters for accrual and disclosure, we consider factors such as historical experience, specific facts and claims asserted, the likelihood we will prevail and the magnitude of any potential loss. The outcome of any litigation is inherently unpredictable. Based on currently available facts, we do not believe that the ultimate resolution of any of these claims and litigation matters will have a material adverse impact on our financial condition, results of operations or cash flows. We do not believe our exposure for any of these matters is material for disclosure, either individually or in the aggregate. Note 10 - Related Party Transactions Policy Our policy for related party transactions is included in our written Audit Committee Charter. This policy requires that our Audit Committee review and approve all related party transactions required to be disclosed in our Annual Proxy Statement or required to be approved based on NASDAQ rules. Transactions In May 2005, we acquired a 50% membership interest in NCC through a $1.1 million cash contribution. NCC owns and operates an office building in Covington, Louisiana. We lease corporate and administrative offices from NCC, occupying approximately 60,293 square feet of office space. In March 2015, we exercised a second option to extend the term of the lease agreement through May 2025. As of December 31, 2018, we pay rent of $97,976 per month. The table below presents rent expense associated with this lease for the past three years (in thousands): 2018 2017 2016 NCC $ 1,155 $ 1,122 $ 1,035 77 Note 11 - Employee Benefit Plans We offer a 401(k) savings and retirement plan, which is a defined contribution plan and provides benefits for substantially all employees who meet length of service requirements. Eligible employees are able to contribute up to 75% of their compensation, subject to the federal dollar limit. For plan participants, we provide a matching contribution. We contribute a total maximum match on employee contributions of up to 4% of their compensation, with a 100% match on the first 3% of compensation deferred and a 50% match on deferrals between 3% and 5% of compensation. We also offer retirement plans for certain of our international entities. The plan funding is calculated as a percentage of the employee’s earnings and in compliance with local laws and practices. The related expense is not material and is included in the table below. We have a nonqualified deferred compensation plan that allows certain employees who occupy key management positions to defer salary and bonus amounts. This plan also provides a matching contribution similar to that provided under our 401(k) plan to the extent that a participant’s contributions to the 401(k) plan are limited by IRS deferral and compensation limitations. The total combined company matching contribution provided to a participant under the 401(k) plan and the nonqualified deferred compensation plan for any one year may not exceed 4% of a participant’s salary and bonus. The employee and company matching contributions are invested in certain equity and fixed income securities based on individual employee elections. The table below sets forth our contributions for the past three years (in thousands): Defined contribution and international retirement plans $ 7,239 $ 6,946 $ Deferred compensation plan 245 325 5,817 194 2018 2017 2016 Note 12 - Quarterly Financial Data (Unaudited) The table below summarizes the unaudited quarterly results of operations for the past two years (in thousands, except per share data): 2018 2017 Quarter First Second Third Fourth First Second Third Fourth (1) Net sales Gross profit Net income $ 585,900 $1,057,804 $ 811,311 $ 543,082 $ 546,441 $ 988,163 $ 743,401 $ 510,183 166,073 31,339 308,655 117,049 235,003 69,261 160,442 16,811 153,621 22,270 289,664 94,620 216,606 48,783 145,398 25,665 Net income attributable to Pool Corporation Earnings per share: 31,339 117,049 69,261 16,811 22,281 94,903 48,783 25,665 Basic Diluted $ $ 0.78 0.75 $ $ 2.89 2.80 $ $ 1.71 1.66 $ $ 0.42 0.41 $ $ 0.54 0.52 $ $ 2.30 2.21 $ $ 1.20 1.16 $ $ 0.64 0.62 The sum of basic and diluted earnings per share for each of the quarters may not equal the total basic and diluted earnings per share for the annual periods because of rounding differences and a difference in the way that in-the-money stock options are considered from quarter to quarter. (1) Our fourth quarter 2017 Net income and Net income attributable to Pool Corporation reflects benefits recorded due to U.S. tax reform. For additional information related to the impact of U.S. tax reform on our financial statements, see Note 7. 78 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. Item 9A. Controls and Procedures The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the Act). The rules refer to the controls and other procedures designed to ensure that information required to be disclosed in reports that we file or submit under the Act is (1) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. As of December 31, 2018, management, including the CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures. Based on that evaluation, management, including the CEO and CFO, concluded that as of December 31, 2018, our disclosure controls and procedures were effective. We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Based on the most recent evaluation, we have concluded that no change in our internal control over financial reporting occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 79 Management’s Report on Internal Control Over Financial Reporting Pool Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Any evaluation or projection of effectiveness to future periods is also subject to risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Pool Corporation’s management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control-Integrated Framework (2013 Framework). Based on this assessment, management has concluded that, as of December 31, 2018, Pool Corporation’s internal control over financial reporting was effective. The independent registered public accounting firm that audited the Consolidated Financial Statements included in Item 8 of this Form 10-K has issued a report on Pool Corporation’s internal control over financial reporting. This report appears below. 80 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Pool Corporation Opinion on Internal Control over Financial Reporting We have audited Pool Corporation’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Pool Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and our report dated February 27, 2019 expressed an unqualified opinion thereon. 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 Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We 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/ Ernst & Young LLP New Orleans, Louisiana February 27, 2019 81 Item 9B. Other Information Not applicable. Item 10. Directors, Executive Officers and Corporate Governance PART III. Incorporated by reference to Pool Corporation’s 2019 Proxy Statement to be filed with the SEC. Item 11. Executive Compensation Incorporated by reference to Pool Corporation’s 2019 Proxy Statement to be filed with the SEC. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Incorporated by reference to Pool Corporation’s 2019 Proxy Statement to be filed with the SEC. Item 13. Certain Relationships and Related Transactions, and Director Independence Incorporated by reference to Pool Corporation’s 2019 Proxy Statement to be filed with the SEC. Item 14. Principal Accountant Fees and Services Incorporated by reference to Pool Corporation’s 2019 Proxy Statement to be filed with the SEC. 82 PART IV. Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this report: (1) Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Changes in Stockholders’ Equity Notes to Consolidated Financial Statements (2) Financial Statement Schedules. Page 44 45 46 47 48 49 50 All schedules are omitted because they are not applicable or are not required or because the required information is provided in our Consolidated Financial Statements or accompanying Notes included in Item 8 of this Form 10-K. (3) The exhibits listed in the Index to Exhibits. Item 16. Form 10-K Summary None 83 INDEX TO EXHIBITS No. 3.1 3.2 4.1 10.1 10.2 10.3 Description Restated Certificate of Incorporation of the Company. Amended and Restated Bylaws of the Company. Form of certificate representing shares of common stock of the Company. * Amended and Restated SCP Pool Corporation Employee Stock Purchase Plan. * Pool Corporation Amended and Restated 2007 Long Term Incentive Plan. * Form of Stock Option Agreement for Employees under the Amended and Restated 2007 Long Term Incentive Plan. Filed/ Furnished with this Form 10-K Incorporated by Reference Form 10-Q 8-K 8-K File No. Date Filed 000-26640 08/09/2006 000-26640 02/08/2019 000-26640 05/19/2006 8-K 000-26640 05/06/2016 8-K 000-26640 05/06/2016 10-K 000-26640 02/26/2015 10.4 * Form of Performance-Based Restricted Stock 10-K 000-26640 02/26/2016 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 Agreement under the Pool Corporation Amended and Restated 2007 Long-Term Incentive Plan * Form of Stock Option Agreement for Directors under the Amended and Restated 2007 Long Term Incentive Plan. * Form of Restricted Stock Agreement for Directors under the Amended and Restated 2007 Long-Term Incentive Plan. * Form of Employment Agreement. * Employment Agreement, dated January 25, 1999, among SCP Pool Corporation, South Central Pool Supply, Inc. and Manuel J. Perez de la Mesa. * Employment Agreement, dated January 17, 2003, between SCP Distributors, LLC and A. David Cook. * Employment Agreement, dated December 20, 2016, between SCP Distributors, LLC and Peter D. Arvan. * Compensation of Non-Employee Directors. * Nonqualified Deferred Compensation Plan Basic Plan Document, dated March 1, 2005. * Nonqualified Deferred Compensation Plan Adoption Agreement by and among SCP Distributors, L.L.C., Superior Pool Products, L.L.C. and Cypress, Inc., dated March 1, 2005. 8-K 000-26640 05/06/2009 8-K 000-26640 05/06/2009 10-K 10-K 000-26640 03/18/2003 000-26640 03/31/1999 10-K 000-26640 03/01/2005 10-K 000-26640 02/24/2017 10-K 10-Q 000-26640 03/01/2010 000-26640 04/29/2005 10-Q 000-26640 04/29/2005 10.14 Trust Agreement by and among SCP Distributors, 10-Q 000-26640 04/29/2005 L.L.C., Superior Pool Products, L.L.C. and Cypress, Inc. and T. Rowe Price Trust Company, dated March 1, 2005. 10.15 * Pool Corporation Executive Officer Annual Incentive X 10-K 000-26640 02/27/2019 Plan No. 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.27 Description Credit Agreement dated as of October 19, 2011, among Pool Corporation, as US Borrower, SCP Distributors Canada Inc., as Canadian Borrower, SCP Pool B.V., as Dutch Borrower, the Lenders, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, JPMorgan Chase Bank, N.A., as Syndication Agent, Wells Fargo Securities, LLC and J.P. Morgan Securities, LLC, as joint Lead Arrangers and joint Bookrunners, Bank of America, N.A., Regions Bank and Capital One, N.A., as Documentation Agents, and Branch Banking and Trust Company, Comerica Bank and Union Bank, N.A. as amended by Second Amendment entered into as of April 1, 2013. as amended by Third Amendment entered into as of June 14, 2013. as amended by Fourth Amendment to Credit Agreement and First Amendment to Subsidiary Guaranty Agreement entered into as of September 20, 2013. as amended by Fifth Amendment to Credit Agreement entered into as of July 25, 2014. as amended by Sixth Amendment to Credit Agreement entered into as of November 20, 2014. Consent to Extension of the Amended and Restated Credit Agreement entered into as of November 20, 2015. Amended and Restated Credit Agreement dated as of September 29, 2017, among Pool Corporation as US Borrower, by and among Pool Corporation, as US Borrower, SCP Distributors Canada Inc., as Canadian Borrower, SCP Pool B.V., as Dutch Borrower, Wells Fargo Bank, National Association, as Joint Lead Arranger, Administrative Agent, Swingline Lender and an Issuing Lender, Bank of America, N.A., MUFG Union Bank, N.A., Capital One, N.A., Regions Bank, and BB&T Capital Markets, each as Joint Lead Arranger and Syndication Agent, and Fifth Third Bank, JP Morgan Chase Bank, N.A., Industrial and Commercial Bank of China Ltd., New York Branch, and the Bank of East Asia Ltd., New York Branch. as amended by First Amendment to Amended and Restated Credit Agreement Filed/ Furnished with this Form 10-K Incorporated by Reference Form 10-Q File No. Date Filed 000-26640 10/31/2011 10-Q 000-26640 07/31/2013 10-Q 000-26640 07/31/2013 8-K 000-26640 09/24/2013 10-Q 000-26640 10/30/2014 8-K 8-K 000-26640 11/25/2014 000-26640 11/20/2015 8-K 000-26640 10/02/2017 8-K 000-26640 09/24/2018 * Pool Corporation Strategic Plan Incentive Program. X 10-K 000-26640 02/27/2019 Receivables Sale and Contribution Agreement, dated as of October 11, 2013, between SCP Distributors LLC, Horizon Distributors, Inc., Superior Pool Products LLC and Poolfx Supply LLC, as Originators and Superior Commerce LLC, as Buyer. Receivables Purchase Agreement, dated as of October 11, 2013, among Superior Commerce LLC as Seller, SCP Distributors LLC, as the Servicer, the Purchasers from time to time thereto, The Bank of Tokyo Mitsubishi UFJ, Ltd., New York Branch, as the Victory Group Co-Agent and Wells Fargo Bank, National Association, as the Wells Group Co-Agent and as Administrative Agent. 8-K 000-26640 10/17/2013 8-K 000-26640 10/17/2013 No. 10.28 10.29 10.30 10.31 10.32 10.33 10.34 10.35 10.36 21.1 23.1 31.1 31.2 32.1 Description as amended by Second Amendment to the Receivables Purchase Agreement dated as of June 25, 2014. Filed/ Furnished with this Form 10-K Incorporated by Reference Form 10-Q File No. 000-26640 Date Filed 07/30/2014 as amended by Third Amendment to the Receivables Purchase Agreement dated as of October 24, 2014. 8-K 000-26640 10/28/2014 as amended by Fourth Amendment to the Receivables Purchase Agreement dated as of October 1, 2015. 8-K 000-26640 10/20/2015 as amended by Fifth Amendment to the Receivables Purchase Agreement dated as of October 15, 2015. as amended by Sixth Amendment to the Receivables Purchase Agreement dated as of October 28, 2016. 8-K 000-26640 10/20/2015 8-K 000-26640 10/31/2016 as amended by Seventh Amendment to the Receivables Purchase Agreement dated as of August 31, 2017. 8-K 000-26640 09/01/2017 as amended by Eighth Amendment to the Receivables Purchase Agreement dated as of November 28, 2017. 8-K 000-26640 11/29/2017 as amended by Ninth Amendment to the Receivables Purchase Agreement dated as of October 31. 2018. Performance Undertaking, dated as of October 11, 2013, by and between Pool Corporation and Superior Commerce LLC. Subsidiaries of the registrant. Consent of Ernst & Young LLP. Certification by Mark W. Joslin pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification by Peter D. Arvan pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification by Peter D. Arvan and Mark W. Joslin pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS + XBRL Instance Document 101.SCH + XBRL Taxonomy Extension Schema Document 101.CAL + XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF + XBRL Taxonomy Extension Definition Linkbase Document 101.LAB + XBRL Taxonomy Extension Label Linkbase Document 101.PRE + XBRL Taxonomy Extension Presentation Linkbase Document 8-K 000-26640 11/02/2018 8-K 000-26640 10/17/2013 X X X X X X X X X X X * Indicates a management contract or compensatory plan or arrangement + Attached as Exhibit 101 to this report are the following items formatted in XBRL (Extensible Business Reporting Language): 1. Consolidated Statements of Income for the years ended December 31, 2018, December 31, 2017 and December 31, 2016; 2. Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, December 31, 2017 and December 31, 2016; 3. Consolidated Balance Sheets at December 31, 2018 and December 31, 2017; 4. Consolidated Statements of Cash Flows for the years ended December 31, 2018, December 31, 2017 and December 31, 2016; 5. Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2018, December 31, 2017 and December 31, 2016; and 6. Notes to Consolidated Financial Statements. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 27, 2019. SIGNATURES POOL CORPORATION By: /s/ JOHN E. STOKELY John E. Stokely, Chairman of the Board and Lead Independent Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on February 27, 2019. Signature: Title: /s/ JOHN E. STOKELY John E. Stokely /s/ PETER D. ARVAN Peter D. Arvan /s/ MARK W. JOSLIN Mark W. Joslin Chairman of the Board and Lead Independent Director President and Chief Executive Officer Senior Vice President and Chief Financial Officer /s/ MELANIE M. HOUSEY HART Melanie M. Housey Hart Corporate Controller and Chief Accounting Officer /s/ ANDREW W. CODE Andrew W. Code /s/ TIMOTHY M. GRAVEN Timothy M. Graven /s/ DEBRA S. OLER Debra S. Oler /s/ MANUEL J. PEREZ DE LA MESA Manuel J. Perez de la Mesa /s/ HARLAN F. SEYMOUR Harlan F. Seymour /s/ ROBERT C. SLEDD Robert C. Sledd /s/ DAVID G. WHALEN David G. Whalen Director Director Director Director Director Director Director [This page intentionally left blank] SHAREHOLDER INFORMATION COMPANY OFFICERS AND DIRECTORS SEC Filings / Investor Contact Pool Corporation reports filed with or furnished to the Securities and Exchange Commission are available without charge to shareholders upon written request. These requests and other investor inquiries should be directed to Investor Relations at the company’s corporate address below. Shareholders’ Meeting The Annual Shareholders’ Meeting of Pool Corporation will be held on Wednesday, May 1, 2019, at 9:00 a.m., Central Time, at our corporate headquarters, located at 109 Northpark Boulevard, Covington, Louisiana 70433. Shareholders of record as of March 14, 2019 will be entitled to vote at this meeting. Stock Listing Officers Peter D. Arvan (1) President and Chief Executive Officer A. David Cook (1) Group Vice President Mark W. Joslin (1) Senior Vice President and Chief Financial Officer Kenneth G. St. Romain (1) Group Vice President Timothy M. Babco General Manager and Chief Information Officer Melanie M. Housey Hart (1) Vice President, Corporate Controller and Chief Accounting Officer Pool Corporation’s common stock is traded on the NASDAQ Global Select Market under the symbol POOL. Jennifer M. Neil (1) Vice President, Secretary and Chief Legal Officer Company Address Pool Corporation 109 Northpark Boulevard Covington, LA 70433-5001 Phone: 985.892.5521 www.poolcorp.com Registrar and Transfer Agent Computershare Trust Company, N.A. P.O. Box 505000 Louisville, KY 40233 Phone: 877.498.8861 Inquiries regarding stock transfers, lost certificates or address changes should be directed to Computershare at the above address. For more information: www.computershare.com Independent Registered Public Accounting Firm Ernst & Young LLP New Orleans, LA Outside Securities Counsel Jones Walker LLP New Orleans, LA (1) Executive Officer (2) Chairman, Audit Committee (3) Member, Audit Committee (4) Chairman, Compensation Committee (5) Member, Compensation Committee (6) Chairman, Nominating and Corporate Governance Committee (7) Member, Nominating and Corporate Governance Committee (8) Chairman, Strategic Planning Committee (9) Member, Strategic Planning Committee Richard A. Postoll Vice President and General Manager Robert R. Rankin Vice President and General Manager Donna K. Williams Vice President and Chief Marketing Officer Board of Directors John E. Stokely (3), (6) Chairman of the Board Retired, Former President, Chief Executive Officer and Chairman of Richfood Holdings, Inc. Manuel J. Perez de la Mesa Vice Chairman of the Board Retired, Former President and Chief Executive Officer of Pool Corporation Andrew W. Code (5) Founder and Former Managing Partner, CHS Capital Timothy M. Graven (2), (7) Retired, Former President and Chief Operating Officer of Steel Technologies, Inc. Debra S. Oler (5), (9) Senior Vice President/President North American Sales and Service of W.W. Grainger, Inc. Harlan F. Seymour (4), (7), (8) Retired, Former Chairman of ACI Worldwide, Inc. Robert C. Sledd (3), (5) Retired, Former Chairman and Chief Executive Officer of Performance Food Group Company David G. Whalen (3), (9) Former President and Chief Executive Officer of A.T. Cross Company 2018 109 Northpark Boulevard Covington, LA 70433-5001 Phone: 985.892.5521 EXCEPTIONAL: VALUE RETURN OPPORTUNITIES 

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