Pool Corp Annual Report 2020

Plain-text annual report

ANNUAL REPORT 2020 OUR NETWORKS AND LOCATIONS AMERICAS EUROPE 9 3 9 7 4 55 11 56 AUSTRALIA 9 76 3 26 SCP ® SC SCPCPCPPP®®® SCSCSCSCPSCPSCPSCPSS PP®®®® 228 Superior® p ®oororororoor®®®®® SSuSuSupSupSupSupSupSupSupSuSuupupupereeeererererererriiiii Horizon® Hor HHHHoHoHoHoHHorHorororororrizoizoizizizizizzozozoonnnnnn®®n®®®®® 73 76 NPT® NP NPNPNPNPNPNPNN NNPTPTPTPTTTTTTT®®®®®® 21 Total Sales Centers ToT ToToToToToToToTototttttttttaaalalalalalalaaallll SSaSaSaSaSaSaSSalalalllllee esesesesesese C 398 TABLE OF CONTENTS Message to Our Shareholders ................................. 1 POOLCORP’s Operating Priorities ........................... 2 Financial Highlights ................................................ 3 Best of the Best 2020 .............................................. 4 Pool Corporation 2020 Form 10-K ........................... 5 Company Officers and Directors, Shareholder Information ............. Inside Back Cover VISION STATEMENT Our vision is to establish POOLCORP as the global, digital distribution leader in swimming pool, backyard and irrigation and landscape distribution markets. MISSION STATEMENT To provide exceptional value to our customers and suppliers, creating exceptional return for our shareholders while providing exceptional opportunities for our employees. DEAR FELLOW SHAREHOLDERS, We achieved extraordinary results in 2020. Record sales of $3.9 billion, a 23% increase from 2019, were realized against the backdrop of unprecedented global health and economic conditions caused by the COVID-19 pandemic, and consumers’ responses to coping with its impact on their daily lives. Our results reﬂect a tremendous effort by our team to provide the products and materials to fulﬁll homeowners’ demands to improve their home environment and remain safe as the pandemic limited other leisure alternatives. Operating income increased 36% to a record $464.0 million and earnings per share rose 40% to $8.97 for 2020. Our strong operating performance generated a record $397.6 million in cash ﬂow from operating activities and produced a Return on Invested Capital (ROIC) of 39.2% for the year. Our results for 2020 were truly astounding; however, they also reﬂect a continuation of steady growth and performance achieved over many years. As we enter 2021, we are positioned to again deliver strong results, provide exceptional value to our customers and suppliers, create exceptional returns for our shareholders and provide remarkable opportunities for our employees. While it was difficult, the COVID-19 pandemic highlighted the strength and resiliency of our organization. Our team quickly adapted customer service procedures, operating processes and facilities access to function safely, while continuing to deliver outstanding customer service. Merely adjusting to this ‘new normal’ was challenging but meeting the accelerating demand for our products was nearly overwhelming. Our team rose to the challenge, dedicating their energies and expertise to fulﬁll customers’ rapidly increasing needs. Our record results speak directly to our team’s commitment and loyalty to our customers in doing what it takes to get the job done, regardless of the circumstances. By virtually any measure, 2020 was an unparalleled year. It challenged and strengthened our organization, but it also reinforced our commitment to our core operating priorities in guiding us through these times. Our operating priorities, which are safety, growth, proﬁtability and being an Employer of Choice, were evident as we addressed the challenges presented in 2020. • Safety is our top priority, but it took on a special meaning in 2020 as the COVID-19 pandemic raised the bar on keeping our employees and customers safe in the presence of a dangerous virus as we addressed our everyday business activities. We quickly adapted our facilities and routines by implementing enhanced safety procedures, leveraging touchless technology tools, such as Pool360 and BlueStreak, and ﬁnding new and innovative ways to safely interact with and efficiently serve our customers. • Growth, in all forms, is critical to our continued success. Organic growth of 22% was driven by the strong consumer demand for outdoor living products and supplies and generally favorable weather conditions throughout the year. Our industry-leading product breadth and well-stocked sales centers allowed us to grow market share by responding effectively to the rapidly changing and challenging conditions. Growth through acquisitions expanded our geographic footprint, adding customers and product categories and, perhaps most importantly, adding valuable members to the Pool Corporation team. In 2020, we completed four acquisitions, adding 25 new sales centers, more than 250 new team members and over $200 million in annualized sales to our future growth potential. • Proﬁtability generates the resources needed to invest in customer service enhancements, labor saving tools and systems and future growth. Ampliﬁed demand and favorable weather during 2020 challenged us to be more efficient without sacriﬁcing customer service in a dramatically changed operating environment. Our ongoing investments in capacity creation initiatives and process streamlining paid off handsomely as we leveraged technology tools such as Pool360 (our web-based customer portal) and BlueStreak (our mobile kiosk order processing application) to enhance customer service, improve order accuracy and reduce staff order processing time and costs. Process improvements resulting from more efficient product storage conﬁgurations and the deployment of time-saving warehouse equipment and streamlined system enhancements contributed to lower cost growth and improved proﬁtability. We also utilized virtual solutions for our customer, supplier and employee interactions since our ability to safely travel and connect face-to-face was restricted. –––– 111111111 ––––– The time and cost-saving beneﬁts from these investments and actions not only resulted in record proﬁtability but positions us to continue realizing these proﬁtability enhancements well into the future. • We aim to be an Employer of Choice, and we focus on attracting, retaining and rewarding the best available talent in the industry. As a service-oriented business in a highly competitive marketplace, our success is directly linked to our ability to attract a talented and diverse group of people and develop them into a team that delivers consistently superior results. Our record-setting performance in 2020 is a testimonial to the quality of our team, the depth of their expertise and their commitment to overcome any challenge in order to achieve, and exceed, our goals. As our networks expand, we have a continuous need for capable people to assume growing leadership and customer-facing roles and responsibilities. To prepare our people for these opportunities, we operate a dedicated, fully-staffed education and training center, the EDGE, which offers online and on-site training curriculum, providing our team members with the resources they need to grow personally and professionally, strengthening our team as a whole. Combined with performance-based incentive compensation programs, industry-leading employee beneﬁts and ever-expanding growth opportunities, Pool Corporation strives to provide a working environment enabling the best and brightest to achieve their career goals and contribute to our continuing success. As we look ahead to 2021, we anticipate robust demand as COVID-inﬂuenced home investment trends continue. Pool builders and remodelers are reporting lengthy order backlogs, and early year pool permit activity is strong, indicating continued growth opportunity in the ﬁrst half of 2021 and potentially beyond. Severe weather and record cold temperatures experienced in February throughout Texas, one of our largest swimming pool markets, damaged many swimming pools and will add to the existing, strong replacement opportunity in that market. As work-from-home practices persist, city dwellers seek more open spaces, the U.S. population continues its migration to southern, year-round outdoor living markets and the millennial generation (the second largest population cohort in U.S. history) reaches its prime household and family development years, the outlook for swimming pool and outdoor living related business growth appears to be promising for many years to come. As we report these extraordinary results from 2020, we continue a legacy of exceptional performance. In fact, we celebrated our 25th anniversary as a public company in October 2020. During that 25-year period, our share value increased by 485 times over its split-adjusted IPO value, generating a compound annual shareholder return of over 28%. Only one other public company provided a higher total return to its shareholders during that period. We also gained recognition from Investor’s Business Daily® as it ranked Pool Corporation as second among the Best ESG Companies in its 2020 IBD Composite Ratings, demonstrating that strong social and environmental stewardship can generate exceptional investment returns. Perhaps most noteworthy of all, Pool Corporation was selected as an S&P 500 company, joining the prestigious index in October 2020. We celebrate these accolades and reﬂect on a successful history while focusing on the challenges and opportunities that lie ahead. We are encouraged by what we see, are well-positioned to achieve our goals and have the team in place to continue our success well into the future. We appreciate our shareholders’ ongoing support as we continue pursuing our vision of being the global, digital distribution leader in swimming pool, backyard and irrigation and landscape distribution markets. Peter D. Arvan President and Chief Executive Officer John E. Stokely Chairman of the Board of Directors and Lead Independent Director 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 In 2020, COVID-19 forced us to rethink the meaning of safety to extend beyond injury reduction and prevention. As our sales centers endeavored to keep their teams and their customers healthy and safe while keeping the supply chain open to keep pools and hot tubs clean and clear, the need for personal protective equipment grew and changed. Even with these unique challenges, our team managed to capture improvements in all safety categories to ensure that every employee goes home safe and healthy to their family at the end of each day. • GROWTH AND PROFITABILITY As stay-at-home mandates gave families a new appreciation for their homes and backyards, demand for outdoor living products grew exponentially. Productivity gains from capacity creation, which means making better use of our current resources including POOL360, the BlueStreak sales kiosk, and more efficient truck utilization, contributed greatly to our company’s success. Sales center products were properly stocked in prime locations and technology utilized to allow customers to get what they needed as quickly and efficiently as possible. WE BELIEVE THE RENEWED INTEREST IN SWIMMING POOLS AND OUTDOOR LIVING IS NOT ONLY GREAT NEWS FOR OUR INDUSTRY BUT ALSO FOR HOMEOWNERS WHO WILL BENEFIT FROM A SAFE, HAPPY ENVIRONMENT FOR THEIR FAMILIES NOW AND FOR YEARS TO COME. ” –– PETER D. ARVAN, President and Chief Executive Officer • EMPLOYER OF CHOICE As an Employer of Choice in 2020, investing in our people meant giving employees resources and tools to stay safe, stay productive, and continue to learn and grow in new ways. To that end, the HR Team launched a new, multi-purpose system to streamline common HR tasks and enhance security. Classes at the EDGEucation Training Center and our International Sales Conference went virtual, allowing more employees than ever to participate, and performance reviews encouraged valuable feedback to help each employee reach their potential. – 2 – NET SALES (IN MILLIONS) $4,500 $4,000 $3,500 $3,000 $2,500 $2,000 $1,500 $1,000 $500 2,788.2 2,998.1 3,199.5 2,246.6 2,363.1 2,570.8 1,954.0 2,079.7 1,793.3 1,613.7 9% CAGR 2010-2020 3,936.6 GROSS PROFIT (IN MILLIONS) $1,200 $1,000 $800 $600 $400 $200 567.4 591.3 643.3 675.6 471.3 531.6 9% CAGR 2010-2020 1,130.9 870.2 924.9 805.3 741.1 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 OPERATING INCOME (IN MILLIONS) $500 $450 $400 $350 $300 $250 $200 $150 $100 $50 101.2 126.7 125.1 165.5 151.8 144.9 216.2 188.9 16% CAGR 2010-2020 471.0 464.0 341.2 313.9 284.4 255.9 NET INCOME (IN MILLIONS) $400 $350 $300 $250 $200 $150 $100 $50 149.0 128.3 97.3 110.7 57.6 73.6 72.0 88.9 82.0 20% CAGR 2010-2020 373.0 366.7 261.6 234.5 191.6 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Adjustment to Operating Income Adjustment to Net Income DILUTED EARNINGS PER SHARE 23% CAGR 2010-2020 RETURN ON EQUITY (USING ADJUSTED NET INCOME) $10.00 $9.00 $8.00 $7.00 $6.00 $5.00 $4.00 $3.00 $2.00 $1.00 3.47 2.90 2.05 2.44 1.15 1.50 1.47 1.85 1.71 9.12 8.97 6.40 5.62 4.51 120% 100% 80% 60% 40% 20% 20.4% 25.5% 64.6% 51.3% 41.7% 31.2% 33.9% 111.1% 89.5% 82.5% 70.7% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Adjustment to Diluted EPS 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) $2,600 $2,400 $2,200 $2,000 $1,800 $1,600 $1,400 $1,200 $1,000 $800 $600 $400 PROCEEDS FROM DEBT $338.2 (10%) STOCK ISSUANCE $339.6 (11%) CAPITAL EXPENDITURES $355.0 (11%) ACQUISITIONS, NET AND OTHER INVESTMENTS $601.6 (19%) DIVIDENDS $670.9 (21%) CASH FLOW FROM OPERATIONS $2,516.1 (79%) TREASURY STOCK $1,526.1 (49%) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 CFFO Adjusted Net Income The adjustments to Operating Income, Net Income and Diluted EPS in 2011 and 2012 reﬂect non-cash goodwill impairment charges. In 2020, the adjustment to Operating Income reﬂects non-cash impairment charges of $6.9. Adjustments to Net Income and Diluted EPS in 2020 reﬂect non-cash impairment charges (net of tax) of $6.3 and $0.15 per diluted share. The CAGRs in these tables are based on the unadjusted amounts. –––– 33333333333 ––––– 3 BEST OF THE BEST 2020 I AM VERY PROUD OF OUR TEAM AND THEIR ABILITY TO STAY FOCUSED ON DELIVERING OUTSTANDING CUSTOMER SERVICE IN A SAFE AND EFFECTIVE MANNER THROUGHOUT THIS CHALLENGING AND UNPRECEDENTED PERIOD. THEIR DEDICATION AND RESILIENCY IS SECOND TO NONE.” – PETER D. ARVAN, President and Chief Executive Officer – THE FOLLOWING LOCATIONS WERE SELECTED AS THE TOP SALES CENTERS FOR 2020 IN THEIR RESPECTIVE DIVISIONS: • South Florida | SCP Puerto Rico • Mountain | SCP Salt Lake City, UT • Southeast | SCP Atlanta, GA • Southern California | SCP Murrieta, CA • Midwest | Superior Pittsburgh, PA • Paciﬁc | SCP Fresno, CA • Northeast | Superior Blackwood, NJ • West | Horizon Vacaville, CA • Canada | SCP London, ON • South | Horizon Goodyear, AZ • Central | SCP Olive Branch, MS • Europe | SCP Germany • Southwest | SCP New Braunfels, TX – 4 – UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 Trading Symbol(s) POOL Name of each exchange on which registered Nasdaq Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 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 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 ☒ ☐ Accelerated filer Smaller reporting company Emerging growth company ☐ ☐ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant 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, 2020 was $10,531,013,045. As of February 19, 2021, there were 40,229,370 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 30, 2021 for the Annual Meeting to be held on May 4, 2021, 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. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Item 14. Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services PART IV. Item 15. Item 16. Exhibits, Financial Statement Schedules Form 10-K Summary Index to Exhibits and Signatures Page 1 12 18 19 21 21 22 23 24 45 46 81 81 84 84 84 84 84 84 85 85 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 leading distributors of irrigation and landscape products in the United States. Our vision is to establish POOLCORP as the global, digital distribution leader in swimming pool, backyard and irrigation and landscape distribution markets. 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, 2020, we operated 398 sales centers in North America, Europe 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 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, where use of the outdoor home environment is more prevalent and extends longer throughout the year; 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; consumers using more automation and control products, higher quality materials and other pool features that add to our sales opportunities over time; and increased consumer spending on homes including outdoor living spaces driven by stay-at-home and remote work trends. Almost 60% of consumer spending in the pool industry is for maintenance and minor repair of existing swimming pools. Maintaining a proper sanitization 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 consumer discretionary spending including 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 2019 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 including home values, single- family home sales and consumer confidence 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 that drive new home sales. 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. We believe that irrigation accounts for approximately 35% - 40% of total spending in the industry, with the remaining 60% - 65% of spending related to landscape maintenance products, power equipment, hardscapes and specialty outdoor products and accessories. 2 Our NPT network primarily serves the swimming pool market but does provide some overlap with the 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 21 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. We also offer virtual tools for homeowners to select and design their pool and outdoor environments, working with their chosen contractors to install these products. We believe our showrooms, local stocking of products and virtual support provide us with a competitive advantage in these categories. Given the more discretionary nature of these products, this business is more sensitive to external market factors compared to our business overall. 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 levels. Contractor labor availability has also become an issue in recent years, limiting our customers’ ability to fully meet consumer construction and renovation demand. The market environment from June 2009, when the Great Recession ended, until 2020, when the COVID-19 pandemic-induced recession began, was characterized by steady economic expansion, 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, have flourished over this time period with steady increases in home values and lack of affordable new homes prompting homeowners to stay in their homes longer and upgrade their home environments, including their backyards. Due to the COVID-19 pandemic in 2020, many families spent more time at home and sought out opportunities to create or expand existing home-based outdoor living and entertainment spaces, which resulted in an increase in new pool construction and greater expenditures for maintenance and remodeling products, despite the overall decline in economic activity in the U.S. While we estimate that new pool construction increased from approximately 80,000 units in 2019 to approximately 100,000 units in 2020, construction levels are still down approximately 55% compared to peak historical levels and down approximately 40% 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 Great 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 several 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, 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 meet certain compliance regulations by July 2021. This mandate, coupled with additional product developments and technological advancements, offers further growth opportunities over the next few years. Considering the factors discussed above, we believe we will realize annual sales growth rates of approximately 6% to 8% over the next five years. 3 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®, www.hottubs.com® and www.nptpool.com®, social media platforms and other digital marketing initiatives, including our NPT® Backyard mobile app. We use these programs as tools to educate consumers and lead prospective pool owners to our customers. 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, although we did not host our annual Retail Summit in January 2021 due to the COVID-19 pandemic. 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 aim 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 online 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. We’ve enhanced our BlueStreak mobile order processing, which enables our sales associates with wireless technology that puts them next to the customer rather than behind the counter. Orders are processed faster, often eliminating the need for customers to get out of their vehicles. We are also actively making improvements to our sales centers and warehouses, including improved showroom layouts, sales center merchandising and velocity slotting. Velocity slotting uses technology to identify fast moving, high velocity items, which are then color-coded and placed in an easily accessible location to create efficiencies for both our employees and customers. In addition to these initiatives, we strive 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 depending on our market presence and capacity. 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 ten years. We generally pass industry price increases through our supply chain and may make strategic volume inventory purchases ahead of vendor price increases in order to obtain favorable pricing. We estimate that annual price inflation in 2018 and 2020 was consistent with the ten-year average. We estimate that annual price inflation in 2019 was approximately 2% above our historical range as we sold through strategic inventory purchases from 2018. We believe that results in 2021 will be impacted by inflationary product cost increases of approximately 2% to 3% (compared to our historical average of 1% to 2%). 4 Customers and Products We serve roughly 120,000 customers. No single customer accounted for 10% or more of our sales in 2020. 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 - Allowance for Doubtful Accounts” 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 commercial customers who service large commercial installations such as hotels, universities and community recreational facilities. We conduct our operations through 398 sales centers in North America, Europe and Australia. Our primary markets, with the highest concentration of swimming pools, are California, Texas, Florida and Arizona, collectively representing approximately 54% of our 2020 net sales. In 2020, we generated approximately 94% of our sales in North America (including Canada and Mexico), 5% in Europe and 1% in Australia. 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 200,000 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; fiberglass pools and hot tubs and 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 American Society of Material Engineers 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 hot tubs, 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 2020 product classifications, sales for our pool and hot tub chemicals product category represented approximately 10% of total net sales for 2020 and 12% of total net sales in 2019 and 2018. No other product categories accounted for 10% or more of total net sales in any of the last three fiscal years. 5 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 sold for swimming pools must meet certain compliance regulations by July 2021. We expect to see minimal impact from this change until mid-way through the 2021 season. 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. We offer a growing selection of energy-efficient and environmentally preferred products, which supports sustainability and helps our customers save energy, water and money. Our green technology products include variable speed pumps, LED pool and hot tub lights and high-efficiency heat pumps. 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. Sales to commercial customers declined in 2020 due to COVID-19 related closures and the decline in both business and leisure travel. We expect commercial sales to improve as COVID-19 pandemic conditions ease. In 2020, 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 partial 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 some higher value, lower margin products such as variable speed pumps and high efficiency heaters. In 2020, we experienced higher sales of lower margin, big-ticket items, such as pool equipment and in-ground and above-ground pools. 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 or slightly lower 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 to offer our customers a choice of distinctive product selections, locations and service personnel. We distribute irrigation and related products through our Horizon network and tile, decking materials and interior pool finish products through our NPT network, as well as through SCP and Superior networks. 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, human resources support, 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. 6 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) in the United States 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. 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. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Vendor Programs,” for additional information. We regularly evaluate supplier relationships and consider alternate sourcing to assure competitive cost, service and quality standards. Our largest suppliers include Pentair plc, Hayward Pool Products, Inc. and Zodiac Pool Systems, Inc., which accounted for approximately 20%, 10% and 9%, respectively, of the cost of products we sold in 2020. 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 leading 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. 7 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 swimming pool use, pool and irrigation installation and remodeling and repair activities. Sales are substantially lower during the first and fourth quarters. In 2020, we generated approximately 61% of our net sales and 76% 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 late spring and summer, primarily because extended terms offered by our suppliers are typically 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. 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 • • Possible Effects Increased purchases of chemicals and supplies for existing swimming pools Increased purchases of above-ground pools and irrigation and lawn care products Unseasonably cool weather or extraordinary amounts of rain • Fewer pool and irrigation and landscaping installations Unseasonably early warming trends in spring/late cooling trends in fall (primarily in the northern half of the U.S. and Canada) Unseasonably late warming trends in spring/early cooling trends in fall (primarily in the northern half of the U.S. and Canada) • • Decreased purchases of chemicals and supplies Decreased purchases of impulse items such as above-ground pools and accessories • A longer pool and landscape season, thus positively impacting our sales • A shorter pool and landscape season, thus negatively impacting our sales For discussion regarding the effects seasonality and weather had on our results of operations in 2020 and 2019, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Seasonality and Quarterly Fluctuations,” of this Form 10-K. Government 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. 8 Human Capital Management We employed approximately 4,500 people at December 31, 2020. 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. Approximately 90% of our employees are located in the U.S. We believe that our success is a direct result of the contributions and commitment of our employees. We provide competitive pay and benefits, as well as training and other resources to our employees. Our goal is to be an Employer of Choice through focusing on the engagement, development, retention and health and well‑being of our employees. We have established a set of standard operating procedures to optimize our human capital management function, including hiring and human resource policies, training practices and operational instruction manuals. We focus on the following factors in implementing and developing our human capital strategy: • • • • employee health, safety and wellness; employee growth and development; diversity and inclusion; and employee compensation and benefits. Employee Health, Safety and Wellness Our commitment to the health, safety and wellness of our employees ranks at the top of our core fundamental values. Our ultimate goal is to send every employee home each night in the same condition in which they came to work that morning. We aim to achieve zero serious injuries through continued investment in and focus on our core safety programs and injury- reduction initiatives. This effort begins immediately with new employees and is reinforced each day through a focus on safety awareness, risk identification and other essential safety protocols. During the COVID-19 pandemic, we have taken a number of actions to protect the health and well-being of our employees and to reward our employees for their contributions to our success. These actions include providing personal protective equipment, expanding healthcare benefits and re-configuring working spaces and arrangements. We also made efforts to reward our employees by extending paid leave and paying additional discretionary bonuses to our employees for their contributions. Employee Growth and Development We strive to be an Employer of Choice by investing in our employees. Our goal is to attract, develop and retain a talented team of people inspired by our mission to provide exceptional value to our customers and suppliers and create exceptional return to our shareholders, while providing exceptional opportunities for our employees. Our success depends on our employees understanding how their work contributes to the company’s overall strategy. We use a variety of channels to facilitate open and direct communication with our employees, including open forums with executives and employee experience surveys. When our employees succeed, the company succeeds. To help our employees achieve success in their roles, we emphasize continuous training and development opportunities. These include safety and security protocols, updates on new products and service offerings and deployment of technologies. We also provide managerial training to mid-level managers and departmental leaders. This coursework covers topics such as talent review, development of underperforming employees, handling employee misconduct and coaching and success workshops. We also provide an entry level program to prepare Manager Trainees (MITs) for sales and operations management opportunities. Our MITs are hosted at either our state-of-the-art EDGEucation Center, located in Plano, TX or in a virtual classroom. Our program includes lectures, projects and role play to provide MITs with industry knowledge, leadership skills and the tools necessary to succeed within our organization. Diversity and Inclusion We are committed to fostering a diverse and inclusive workplace that represents the communities in which we work and live. We believe that diversity drives innovation and delivers the best solutions to complex problems, and we are building a culture where differences are welcomed and valued. To achieve this, we are committed to expanding the diversity of our workforce through the hiring, retention and advancement of underrepresented populations. In addition, we support our existing employees with training and development that helps create a more inclusive environment. Our recent initiatives include the establishment of a diversity and inclusiveness team, expanding existing content in core employee development programs and improving our efforts to recruit and hire first-class diverse talent. 9 Employee Compensation and Benefits We strive to provide market-competitive pay, benefits and services to our employees. Our performance-based compensation philosophy is based on rewarding each employee’s individual contributions regardless of gender, race or ethnicity. Our total compensation package includes cash compensation (base salary and incentive or bonus payments), company contributions toward additional benefits (such as health and disability plans), retirement plans with a company match and paid time off. We also offer the opportunity to become a shareholder through equity grants for management and our employee stock purchase plan. Environmental, Social and Governance (ESG) We are committed to sustainable business practices, which, for us, includes offering eco-friendly products to our customers, closely monitoring our sourcing activities, providing a safe, inclusive work environment for our employees, and being good stewards within the communities we serve. Currently, we are taking steps to trim our carbon footprint and to improve product choices that allow our customers to reduce their environmental impact. Further, we are installing more energy-efficient systems throughout our network and ensuring that our health and wellness programs include affordable, high quality benefits to improve the lives of our employees. We are continually striving to ensure success in our business while protecting resources for future generations. Our sustainability goals include the reduction of greenhouse gases and other harmful air emissions, water conservation, energy conservation and carbon footprint minimization. We continue to improve the ways in which we handle, distribute, transport and dispose of all products, particularly the chemicals and fertilizers that we sell. We are dedicated to growing the swimming pool industry and have chosen charitable activities to support the swimming pool environment, in addition to our support of other local organizations. We actively encourage our employees to volunteer and engage with their communities through our stewardship committee and supporting charitable organizations. We believe these endeavors will continue to create value for our customers, shareholders, employees, suppliers and communities. Our employees, managers and officers conduct our business under the direction of our CEO and the oversight of our Board of Directors (our Board) to enhance our long-term value for our stockholders. The core responsibility of our Board is to exercise its fiduciary duty to act in the best interests of our company and our stockholders. In exercising this obligation, our Board and committees perform a number of specific functions, including risk assessment, review and oversight. While management is responsible for the day-to-day management of risk, our Board is responsible for oversight of our risk management programs, ensuring that an appropriate culture of risk management exists within the company, and assisting management in addressing specific risks, such as strategic risks, financial risks, regulatory risks and operational risks. 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. 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, 2019 2,911,772 287,745 3,199,517 2020 3,579,990 356,633 3,936,623 $ $ $ $ 2018 2,720,077 278,020 2,998,097 10 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 year ends (in thousands): United States International 2020 December 31, 2019 $ $ 100,857 7,384 108,241 $ $ 105,170 7,076 112,246 $ $ 2018 100,905 6,059 106,964 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). 11 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, share repurchases 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. 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 are described below. Investors should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K. The risks discussed below are not the only risks we face. Other risks or uncertainties not presently known to us, or that we currently believe are immaterial, may materially affect our business if they occur. Moreover, new risks emerge from time to time. Further, our business may also be affected by additional factors that generally apply to all companies operating in the U.S. and globally, which have not been included. Risks Relating to Macroeconomic Conditions 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, the residential housing market, unemployment rates and wage levels, interest rate fluctuations, inflation, 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 accounts 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. 12 The COVID-19 pandemic and associated responses could adversely impact our business and results of operations. The COVID-19 pandemic has significantly impacted economic activity and markets throughout the world. In response, governmental authorities have imposed, and others in the future may impose, stay-at-home orders, shelter-in-place orders, quarantines, executive orders and similar government orders and restrictions to control the spread of COVID-19. Such orders or restrictions have resulted in temporary store closures, limitation of store hours, limitations on the number of people in stores or in warehouses, enhanced requirements on sanitation, social distancing practices and travel restrictions, among other effects. In almost all of our markets, we are designated as an essential business under the relevant state and local regulations and have been allowed to remain open; however, if this changes, it could adversely impact our financial condition and operating results. Our sales in March and April 2020 were adversely impacted by the COVID-19 pandemic, and in the first quarter of 2020, we recorded impairment charges of $6.9 million related to the pandemic. For additional information, see Note 3 of our “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K. During 2020, there were declines followed by resurgences of COVID-19 cases throughout the U.S., and cases generally rose during the fourth quarter. In December 2020, the first COVID-19 vaccines were approved for use in the U.S., and the early stages of distribution of the vaccine are in process as of the date of this report. Recently, variants of the virus that causes COVID-19 have been identified in the U.S. and elsewhere, and information about them is rapidly emerging, including how easily they might spread, whether they could cause more severe illness, and whether currently authorized vaccines will protect against them. Accordingly, COVID-19 may have negative impacts on our business in the future, and any future adverse impacts on our business may be worse than we anticipate. Impacts from the COVID-19 pandemic, coupled with heightened demand, could also adversely impact our supply chain, making it difficult to source and receive products needed to keep our customers adequately supplied. The ultimate impact will depend on the severity and duration of the COVID-19 pandemic and any future resurgences and actions taken by governmental authorities and other third parties in response, including the distribution and acceptance of vaccines, each of which is uncertain, rapidly changing and difficult to predict. In addition, our recent growth rates driven by home-centric trends influenced by the COVID-19 pandemic may not be sustainable and may not be indicative of future growth rates. Risks Relating to Our Business and Industry We are susceptible to adverse weather conditions. Given the nature of our business, weather is one of the principal external factors affecting our business and the effect of seasonality has a significant impact on our results. In 2020, we generated approximately 61% of our net sales and 76% of our operating income in the second and third quarters of the year. These quarters represent the peak months of swimming pool use, pool and irrigation installation and remodeling and repair activities. 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 have an adverse impact on demand due to decreased swimming pool use, installation and maintenance, as well as decreased irrigation installations. 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. Certain extreme weather events, such as hurricanes, tropical storms and wildfires may impact our ability to deliver our services or cause damage to our facilities. As a consequence of these or other catastrophic or uncharacteristic events, we may experience interruption to our operations, increased costs or losses of property, equipment or inventory, which would adversely affect our revenue and profitability. 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. 13 Our largest suppliers are Pentair plc, Hayward Pool Products, Inc. and Zodiac Pool Systems, Inc., which accounted for approximately 20%, 10% and 9%, respectively, of the costs of products we sold in 2020. 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 (including due to the COVID-19 pandemic) 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 and may lose revenue. We depend on a global network of suppliers to source our products, including our own branded products and products we have exclusive distribution rights to. Product quality, warranty claims or safety concerns could negatively impact our sales and expose us to litigation. We rely on manufacturers and other suppliers to provide us with the products we 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. Actual, potential or perceived product safety concerns, including health-related concerns, could damage our reputation and expose us to litigation, as well as government enforcement actions, and result in costly product recalls and other liabilities. 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 54% of our net sales in 2020. 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. Given the seasonal nature of our business, we may hire additional employees during the summer months, including seasonal and part-time employees, who generally are not employed during the off-season. If we are unable to attract and hire additional personnel during the peak season, our operating results could be negatively impacted. 14 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 and successfully integrate acquired businesses; • • • • • 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 results in 2020 were positively impacted by home-centric trends resulting from the COVID-19 pandemic. These trends may not continue, or may reverse, which could adversely impact our results of operations. In addition, in recent years our customers have had difficulty employing a sufficient number of qualified individuals to keep up with the demand for pool maintenance, refurbishment and installation. If this trend continues or accelerates, our results of operations could be negatively impacted. We are subject to inventory management risks. Insufficient inventory may result in lost sales opportunities or delayed revenue, while excess inventory may negatively impact our gross margin. We balance the need to maintain inventory levels that are sufficient to ensure competitive lead times against the risk of inventory obsolescence due to changing customer or consumer requirements and fluctuating commodity prices. In order to successfully manage our inventories, we must estimate demand from our customers and purchase products that substantially correspond to consumer demand. If we overestimate demand and purchase too much of a particular product, we face a risk that the price of that product will fall, leaving us with inventory that we cannot sell at normal profit margins. In addition, we may have to write down such inventory if we are unable to sell it for its recorded value. If we underestimate demand and purchase insufficient quantities of products, inventory shortages could result in delayed revenue or loss of sales opportunities altogether as potential customers turn to competitors’ products that are readily available. If we maintain insufficient inventory levels and prices rise for these products, we could be forced to purchase products at higher prices and forego profitability in order to meet customer demand. Our business, financial condition and results of operations could be negatively impacted if either or both of these situations occur frequently or in large volumes. The cost of chemical products could increase our cost of sales and adversely affect our results of operations and financial condition. Based on our 2020 product classifications, sales for our pool and hot tub chemicals product category represented approximately 10% of total net sales for 2020 and 12% of total net sales in 2019 and 2018. Our principal chemical products are granular chlorine compounds and liquid chlorine, which are commodity materials. The prices of these chemical products are a function of, among other things, manufacturing capacity and demand. We have generally passed through chlorine price increases to our customers. The price of granular chlorine compounds and liquid chlorine may increase in the future, and we may not be able to pass on any such increase to our customers. We purchase chlorine products primarily from the largest domestic suppliers. The alternate sources of supply we currently view as reliable may ultimately be unable to supply us with all of our principal chemical products, including chlorine products. Additionally, significant price fluctuations or shortages in our principal chemical products may increase our cost of sales, and our results of operations and financial condition could be adversely affected. 15 Risks Relating to Legal, Regulatory and Compliance Matters The nature of our business subjects us to compliance with employment, environmental, health, transportation, safety and other governmental regulations. Our costs of doing business could increase as a result of changes in, expanded enforcement of, or adoption of new federal, state or local laws and 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. These laws and regulations, and related interpretations and enforcement activity, may change as a result of a variety of factors, including political, economic or social events. Changes in, expanded enforcement of, or adoption of new federal, state or local laws and regulations governing minimum wage or living wage requirements, the classification of exempt and non-exempt employees or other wage, labor or workplace regulations could increase our costs of doing business and adversely impact our results of operations. 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 Increasingly, strict restrictions and activities that impact the environment, such as the use and handling of chemicals. 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. Our attempts to anticipate future regulatory requirements that might be imposed and our plans to remain in compliance with changing regulations and to minimize the costs of such compliance may not be as effective as we anticipate. 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 In addition, changes in the insurance industry have generally led to higher insurance costs and decreased profitability. 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 2020, 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. For foreign-sourced products, we may be subject to certain trade restrictions that would prevent us from obtaining products. 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. 16 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 or adversely affect our effective tax rate. 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. Risks Relating to Technology, Cybersecurity and Data Privacy We rely on information technology systems to support our business operations. A significant 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. We are making, and expect to continue to make, investments in technology to maintain and update our computer systems. Implementing significant system changes increases the risk of computer system disruption. The potential problems and interruptions associated with implementing technology initiatives, as well as providing training and support for those initiatives, could disrupt or reduce our operational efficiency. 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. The European Union and other international regulators, as well as state governments, have recently enacted or enhanced data privacy regulations, such as the California Consumer Privacy Act, and other governments are considering establishing similar or stronger protections. These regulations impose certain obligations for handling specified personal information in our systems and for apprising individuals of the information we have collected about them. Despite our best efforts to comply, any noncompliance could result in incurring potential substantial penalties and reputational damage. Our numerous procedures and protocols designed to mitigate cybersecurity risks (including processes to timely notify appropriate personnel for assessment and resolution and company-wide training programs), our investments in information technology security and our updates to our business continuity plan may not prevent or effectively mitigate adverse consequences from cybersecurity risks. 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 potential litigation, liability, fines and penalties, resulting in a possible material adverse impact on our financial condition and results of operations. 17 General Risk Factors We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined. Borrowings under our unsecured syndicated senior credit facility, term facility, accounts receivable securitization facility and our derivatives instruments are indexed to the London Inter-bank Offering Rate (“LIBOR”). In July 2017, the Financial Conduct Authority (the regulatory authority over LIBOR) stated they will plan for a phase out of regulatory oversight of LIBOR after 2021 to allow for an orderly transition to an alternative reference rate. On November 30, 2020, ICE Benchmark Administration, the administrator of LIBOR, with the support of the United States Federal Reserve and the United Kingdom’s Financial Conduct Authority, announced plans to consult on ceasing publication of USD LIBOR on December 31, 2021 for only the one week and two month USD LIBOR tenors and on June 30, 2023 for all other USD LIBOR tenors. While this announcement extends the transition period to June 2023, the United States Federal Reserve concurrently issued a statement advising banks to stop new USD LIBOR issuances by the end of 2021. The full impact of the transition away from LIBOR, including the discontinuance of LIBOR publication and the adoption of a replacement rate for LIBOR, remains unclear. These changes may have an adverse impact on our financing costs and any floating rate indebtedness we may incur. Disruptions from natural or man-made disasters or extreme weather, public safety issues, geopolitical events and security issues, labor or trade disputes and similar events could have a material adverse effect on our business. Natural or man-made disasters or extreme weather (including as a result of climate change), public safety issues, geopolitical events and security issues (including terrorist attacks, armed hostilities or insurrections), labor or trade disputes and similar events can lead to uncertainty and have a negative impact on demand for our products, in addition to causing disruptions to our supply chain. Discretionary spending is generally adversely affected during times of economic, social or political uncertainty. The potential for natural or man-made disasters or extreme weather, geopolitical events and security issues, labor or trade disputes and similar events could create these types of uncertainties and negatively impact our business in ways that cannot presently be predicted. Item 1B. Unresolved Staff Comments None. 18 Item 2. Properties We lease the Pool Corporation corporate offices, which consist of approximately 60,000 square feet of office space in Covington, Louisiana, from an entity in which we have a 50% ownership interest. We own five sales center facilities in Florida, two in Texas, one in Alabama, 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, 2020, we had twenty leases with remaining terms longer than seven years that expire between 2028 and 2035. 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 70,000 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, 2020: Network SCP Superior Horizon NPT (2) Total Domestic SCP International Total 12/31/19 176 72 67 17 332 41 373 New Locations 2 1 — — 3 — 3 Closed/ Consolidated Locations (1) (1) — (1) — (2) (1) (3) Acquired Locations 9 — 10 4 23 2 25 12/31/20 186 73 76 21 356 42 398 (1) Consolidated sales centers are those locations where we expect to transfer the majority of the existing business to our (2) 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. 19 The table below identifies the number of sales centers in each state, territory or country by distribution network as of December 31, 2020: Location United States California Florida Texas Arizona Georgia Nevada New York Tennessee New Jersey North Carolina Pennsylvania Virginia Washington Alabama Indiana Louisiana Oregon Illinois Missouri Ohio Oklahoma South Carolina Arkansas Colorado Idaho Connecticut Kansas Massachusetts Michigan Minnesota Mississippi Hawaii Iowa Kentucky Maryland Nebraska New Mexico Puerto Rico Utah Wisconsin Total United States International Canada France Australia Mexico Portugal Spain Belgium Croatia Germany Italy United Kingdom Total International Total SCP Superior Horizon NPT Total 28 37 26 7 7 2 9 5 5 4 5 3 1 4 2 5 1 3 3 2 2 3 3 — 1 2 2 2 2 1 2 1 1 — 1 1 1 1 1 — 186 16 7 6 4 2 2 1 1 1 1 1 42 228 25 5 5 8 2 3 — 3 2 2 1 1 — 2 3 — — 1 1 2 1 1 — 2 — — — — — 1 — — — 1 — — — — — 1 73 — — — — — — — — — — — — 73 20 17 13 16 9 1 3 — — — 1 — 3 6 — — — 4 — — — — — — 1 2 — — — — — — — — — — — — — — — 76 — — — — — — — — — — — — 76 6 1 8 2 1 1 — — — — 1 — — — — — — — — — 1 — — — — — — — — — — — — — — — — — — — 21 — — — — — — — — — — — — 21 76 56 55 26 11 9 9 8 7 7 7 7 7 6 5 5 5 4 4 4 4 4 3 3 3 2 2 2 2 2 2 1 1 1 1 1 1 1 1 1 356 16 7 6 4 2 2 1 1 1 1 1 42 398 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. 21 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 19, 2021, there were approximately 481 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 has increased the dividend amount fifteen 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 2020. 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, Term 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 500 Index, S&P MidCap 400 Index and the Nasdaq Index for the same period, in each case assuming the investment of $100 on December 31, 2015 and the reinvestment of all dividends. Our common stock was added to the S&P 500 Index in October 2020. We believe the S&P 500 Index includes companies with market capitalization comparable to ours. Additionally, we chose the S&P 500 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. Consistent with our prior year presentation, we have also included the S&P MidCap 400 Index. 22 Company / Index Pool Corporation S&P 500 Index S&P MidCap 400 Index Nasdaq Index Base Period 12/31/15 $ 100.00 100.00 100.00 100.00 12/31/16 $ 130.87 111.96 120.74 108.87 Indexed Returns Years Ending 12/31/18 $ 190.89 130.42 124.80 137.12 12/31/17 $ 164.60 136.40 140.35 141.13 12/31/19 $ 275.84 171.49 157.49 187.44 12/31/20 $ 488.12 203.04 179.00 271.64 Purchases of Equity Securities The table below summarizes the repurchases of our common stock in the fourth quarter of 2020: Period October 1 – October 31, 2020 November 1 – November 30, 2020 December 1 – December 31, 2020 Total Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan (2) 17 $ 349.83 — $ — $ — — 17 $ 349.83 — $ — $ — $ — 176,910,333 176,910,333 176,910,333 (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 17 shares surrendered for this purpose in the fourth quarter of 2020. (2) As of February 19, 2021, our total authorization remaining was $172.0 million. Item 6. Selected Financial Data Not applicable. 23 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. 2020 FINANCIAL OVERVIEW Impact of the COVID-19 Pandemic On March 11, 2020, the World Health Organization declared the novel coronavirus disease (COVID-19) a pandemic, and on March 13, 2020, the United States declared a national emergency. States and cities have taken various measures in response to COVID-19, including mandating the closure of certain businesses and encouraging or requiring citizens to avoid large gatherings. Most of our North American operations are and have been continuously open for business as we are designated as an essential business in almost all of our markets. Our operations in Europe closed for a short period during the first half of 2020 in France, Spain and Italy, in order to comply with local authorities’ orders. Our products are used to maintain and protect outdoor commercial, residential and municipal environments through chemically-balanced, virus and bacteria-free swimming pool water. We also supply products used in the prevention of runoff, flood, fire and other natural disasters. These products are essential to the health and safety of the general public. As a result, our supply chain generally remains intact, with our customers continuing to meet end-user needs. The health, safety and security of our employees has been, and remains, one of our highest priorities. We have adapted our operations and implemented a number of measures to facilitate a safer sales center environment for both our customers and employees, which includes following best practices and guidelines from the Centers for Disease Control and Prevention (CDC). We implemented enhanced hygiene and sanitation practices at our sales centers and at our corporate offices. In limited instances, we have had to close facilities in whole or in part as a result of government regulations, as well as positive or presumed positive results from COVID-19 testing. The direct impact of any closures did not have a material impact on our operations. Beginning in the middle of March 2020, when stay-at-home orders related to the COVID-19 pandemic were initially issued, we experienced sales declines across most markets. However, as stay-at-home restrictions eased in late April through early May, our business not only rebounded, but accelerated. We experienced unprecedented demand as families spent more time at home and sought out opportunities to create or expand existing home-based outdoor living and entertainment spaces, resulting in broad sales gains across nearly all of our product categories and geographies. While the short-term impact of this trend has had a positive impact on our business, it is unclear what the long-term impact will be. In addition, governmental restrictions have had a material impact on some of our customers, limiting their ability to operate in certain geographies from mid-March into mid-May. While these restrictions were lifted, new stay-at-home orders or other government mandates could have a material impact on our results. Our balance sheet is strong with low leverage and sufficient access to additional capital. Given the seasonality of our business, our warehouses were stocked with inventory in preparation for the upcoming peak season prior to the implementation of most stay-at-home orders. As a result, the limited vendor supply interruptions experienced in 2020 have had a minimal impact on our business. Supply disruptions have largely been limited to categories with the greatest demand, including heat-related equipment and above-ground swimming pools and have not been material to our business. We continue to work closely with our suppliers to maintain the flow of essential products to provide customers with the materials they need to serve their communities. Given the uncertainties caused by the COVID-19 pandemic, we began taking steps in April to reduce both capital expenditures and operating costs. As a result, capital expenditures in 2020 were $21.7 million, which is approximately 65% of 2019 capital expenditures. We specifically reduced operating costs for labor, fuel, utilities, advertising, meetings, travel and entertainment. As our business outlook and market trends improved since the implementation of these cost-saving measures, we continue to assess our discretionary spending. The impact of the ongoing pandemic on our business and financial results will continue to vary by location and depend on numerous evolving factors that we are not able to accurately predict. These factors include the duration and scope of the pandemic, global economic conditions during and after the pandemic, governmental actions that have been taken (or may be taken in the future) in response to the pandemic and changes in customer and supplier behavior in response to the pandemic. 24 Financial Results Net sales increased 23% to $3.9 billion for the year ended December 31, 2020 compared to $3.2 billion in 2019, while base business sales increased 22%. We realized broad sales gains across nearly all product categories. Our sales benefited from greater swimming pool usage and high demand for residential pool products, which was driven by home-centric trends influenced by the COVID-19 pandemic and aided by warmer weather conditions during the year. Gross profit reached $1.1 billion for the year ended December 31, 2020, a 22% increase over gross profit of $924.9 million in 2019. Gross margin declined 20 basis points to 28.7% in 2020 compared to 28.9% in 2019. The decline in gross margin is primarily due to sales of lower margin, big-ticket items, such as pool equipment and in-ground and above-ground pools, which comprised a larger portion of our product mix in 2020 compared to 2019. Selling and administrative expenses (operating expenses) increased 14%, or $83.2 million, to $666.9 million in 2020, up from $583.7 million in 2019, with base business operating expenses up 12% over 2019. The increase in operating expenses primarily reflects a $43.9 million increase in performance-based compensation from $24.3 million in 2019 to $68.2 million in 2020 and expenses of $16.9 million from recently acquired businesses. Excluding $6.9 million of impairment charges we recorded in the first quarter of 2020 and performance-based compensation in both periods, adjusted operating expenses increased 6%, reflecting growth-driven labor and freight expenses and greater facility-related costs partially offset by lower discretionary spending. Operating income for the year increased 36% to $464.0 million, up from $341.2 million in 2019. Operating margin increased 110 basis points to 11.8% in 2020 compared to 10.7% in 2019. We recorded a $28.6 million, or $0.70 per diluted share, benefit from Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, for the year ended December 31, 2020 compared to a benefit of $23.5 million, or $0.57 per diluted share, realized in 2019. Net income increased 40% to $366.7 million in 2020 compared to $261.6 million in 2019. Earnings per share increased 40% to a record $8.97 per diluted share compared to $6.40 per diluted share in 2019. Excluding the impact of non-cash impairments, net of tax, in 2020 and the impact from ASU 2016-09 in both periods, adjusted diluted earnings per share increased 44% to $8.42 in 2020 compared to $5.83 in 2019. See the reconciliation of GAAP to non-GAAP measures included in RESULTS OF OPERATIONS below. Financial Position and Liquidity Cash provided by operations was $397.6 million in 2020, which helped fund the following initiatives: • • • • • • payments of $124.6 million for acquisitions; net debt repayments of $95.8 million; quarterly cash dividend payments to shareholders, totaling $91.9 million for the year; share repurchases, totaling $76.2 million for the year; net capital expenditures of $21.7 million; and growth in net working capital of $21.1 million. Total net receivables, including pledged receivables, increased 28% compared to December 31, 2019, reflecting December sales growth and partially offset by improved collections. Our allowance for doubtful accounts was $4.8 million at December 31, 2020 and $5.5 million at December 31, 2019. Our days sales outstanding ratio, as calculated on a trailing four quarters basis, was 26.5 days at December 31, 2020 and 29.0 days at December 31, 2019. Inventory levels grew 11% to $781.0 million at December 31, 2020 compared to $702.3 million at December 31, 2019, reflecting business growth and inventory from acquired businesses of $42.2 million. Our reserve for inventory obsolescence was $11.4 million at December 31, 2020 compared to $9.0 million at December 31, 2019. Our inventory turns, as calculated on a trailing four quarters basis, were 3.8 times at December 31, 2020 and 3.2 times at December 31, 2019. Accrued expenses and other current liabilities increased $82.9 million to $143.7 million in 2020, primarily reflecting increases in accrued performance-based compensation, unrealized losses on interest rate swaps and deferred payroll tax payments. Total debt outstanding of $416.0 million at December 31, 2020 decreased $95.4 million, or 19%, compared to December 31, 2019, as we have utilized our operating cash flows to decrease debt balances. 25 Current Trends and Outlook Due to the COVID-19 pandemic in 2020, families spent more time at home and sought out opportunities to create or expand existing home-based outdoor living and entertainment spaces, which resulted in an increase in new pool construction and greater expenditures for maintenance and remodeling products. We believe that increased consumer spending on homes, including outdoor living spaces, will continue in 2021 and may have longer term benefits as work-from-home trends persist or increase. The market environment from June 2009, when the Great Recession ended, until 2020, when the COVID-19 pandemic-induced recession began, was characterized by steady economic expansion, 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, have flourished over this time period with steady increases in home values and lack of affordable new homes prompting homeowners to stay in their homes longer and upgrade their home environments, including their backyards. We expect that new pool and irrigation construction levels will continue to grow incrementally, constrained by availability of construction labor, but we believe that consumer investments in outdoor living spaces beyond the swimming pool will generate continued growth over the next several years. Although some constraints exist around residential construction activities, 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 meet certain compliance regulations by July 2021. This mandate, coupled with additional product developments and technological advancements, offers further growth opportunities over the next few years. In 2020, we benefited from strong pool construction trends as robust demand fueled by the COVID-19 pandemic led to increased home investment trends. While we estimate that new pool construction increased from approximately 80,000 units in 2019 to approximately 100,000 new units in 2020, construction levels are still down approximately 55% compared to peak historical levels and down approximately 40% from what we consider normal levels. Favorable weather plays a role in industry growth by accelerating growth in any given year, expanding the number of available construction days, extending the pool season and pool usage and positively impacting demand for discretionary products. Conversely, unfavorable weather impedes growth. 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 2021 based on reasonable expectations of organic market share growth, ongoing leverage of existing investments in our business and continuous process improvements. For 2021, we expect strong growth in the first half of the year, particularly the first quarter of 2021, due to continued elevated demand influenced by the ongoing COVID-19 pandemic. In the second half of the year, we expect to face tougher year-over-year comparisons and inherent industry capacity constraints, although we remain encouraged by positive industry outlooks. Impacts from the COVID-19 pandemic, coupled with heightened demand, could also adversely impact our supply chain, making it difficult to source and receive products needed to keep our customers adequately supplied. We anticipate that we may face product shortages or elevated prices specifically related to Trichlor, a popular sanitizer for pools and hot tubs, as the industry faces constraints resulting from the loss of a major supplier due to a fire in the summer of 2020. Although supply constraints did not have a material impact on our business in 2020, it is difficult to predict the extent to which this could impact our business in 2021. 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 8 to 10 new sales centers in 2021 and by making selective acquisitions when appropriate opportunities arise. 26 The following summarizes our outlook for 2021: • We expect sales growth of 8% to 12%, impacted by the following factors and assumptions: ◦ ◦ ◦ ◦ ◦ ◦ ◦ normal weather patterns for 2021; continued elevated demand for residential pool products, driven by home-centric trends influenced by the COVID-19 pandemic; a benefit from construction backlogs depending on our customers’ building capacity, including the availability of labor, and weather; estimated 4% to 5% growth from acquisitions completed throughout 2020; market share gains; inflationary product cost increases of approximately 2% to 3% (compared to our historical average of 1% to 2%); and estimated 2% growth in the installed base of pools. • We expect gross margin to decline 20 to 40 basis points for the full year of 2021 compared to the full year of 2020 with gains or relatively neutral gross margin trends in the first half of 2021 and declines in the latter half of 2021. • We expect operating expenses will grow at approximately 60% to 70% of the rate of our gross profit growth, reflecting inflationary increases and incremental costs to support our sales growth expectations, with greater growth in the first half of the year and more modest growth in the back half. 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. We also expect performance-based compensation for the full year of 2021 to normalize and decrease by approximately $30.0 million compared to the full year of 2020. In 2021, we expect our effective tax rate will approximate 25.5%, excluding the impact of ASU 2016-09. Our effective tax rate is dependent upon our results of operations and may change if actual results are different from our current expectation. 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, 2020 stock price, we estimate that we have approximately $4.5 million in unrealized excess tax benefits related to stock options that expire and restricted awards that vest in the first quarter of 2021. We may recognize additional tax benefits related to stock option exercises in 2021 from grants that expire in years after 2021, 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 $28.6 million benefit in our provision for income taxes for the year ended December 31, 2020 related to ASU 2016-09. We project that 2021 earnings will be in the range of $9.12 to $9.62 per diluted share, including an estimated $0.11 benefit from ASU 2016-09 during the first quarter of 2021. We expect cash provided by operations will approximate net income for fiscal year 2021. We expect to continue to use cash to fund opportunistic share repurchases over the next year. We also expect to use cash for the payment of cash dividends as and when declared by our Board of Directors. The forward-looking statements in this Current Trends and Outlook section are subject to significant risks and uncertainties, including the effects of the evolving COVID-19 pandemic, 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 the heading “Risk Factors” in Item 1A. 27 CRITICAL ACCOUNTING ESTIMATES Critical accounting estimates are those estimates made in accordance with U.S. generally accepted accounting principles that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on our financial condition or results of operations. Management has discussed the development, selection and disclosure of our critical accounting estimates with the Audit Committee of our Board. Our critical accounting estimates are discussed below, including, to the extent material and reasonably available, the impact such estimates have had, or are reasonably likely to have, on our financial condition or results of operations. 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 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. We estimate future losses based upon historical bad debts, customer receivable balances, age of customer receivable balances, customers’ financial conditions and current and forecasted economic trends, including certain trends in the housing market, the availability of consumer credit and general economic conditions (as commonly measured by Gross Domestic Product or GDP). We monitor housing market trends through review of the House Price Index as published by the Federal Housing Finance Agency, which measures the movement of single-family house prices. 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 0.08% of net sales annually. Write-offs as a percentage of net sales approximated 0.09% in 2020, 0.12% in 2019 and 0.07% in 2018. We expect that write-offs will range from 0.05% to 0.10% of net sales in 2021. 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, 2020, pretax income would change by approximately $1.0 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, 2020). 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. 28 We classify products 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, except for special order non-stock items that lack a SKU in our system and products with less than 12 months of usage. Below is a description of these inventory classifications: • • • • • new products with less than 12 months usage; highest sales velocity items, which represent approximately 80% of net sales at the sales center; lower sales velocity items, which we keep in stock to provide a high level of customer service; 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; and non-stock special order items. There is little risk of obsolescence for our highest sales velocity items, which represent approximately 80% of net sales at the sales center, because these products generally turn quickly. We establish our reserve for inventory obsolescence based on inventory with lower sales velocity and inventory with no sales for the past 12 months, 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 with lower sales velocity, inventory with no sales for the past 12 months and non-stock inventory as determined at the sales center level. We also provide an additional 5% reserve for excess lower sales velocity inventory and an additional 45% reserve for excess inventory with no sales for the past 12 months. 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 total inventory with no sales for the past 12 months. We have not changed our methodology from prior years. 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 level 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, 2020, pretax income would change by approximately $2.3 million and earnings per share would change by approximately $0.04 per diluted share (based on the number of weighted average diluted shares outstanding for the year ended December 31, 2020). 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. 29 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 or sales 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. 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. We record Global Intangible Low Tax Income (GILTI) on foreign earnings as period costs if and when incurred, although we not have realized any impacts since the enactment of U.S. tax reform enacted in December 2017. As of December 31, 2020, U.S. 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 11 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). 30 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's 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, 2020, our goodwill balance was $268.2 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. To the extent the carrying value of a reporting unit is greater than its estimated fair value, we record a goodwill impairment charge for the difference, up to the carrying value of the goodwill. 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, 2020, we had 226 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 $0.9 million. In October of 2020, 2019 and 2018, we performed our annual goodwill impairment test and did not recognize any goodwill impairment at the reporting unit level. 31 In the first quarter of 2020, we determined certain impairment triggers for our Australian reporting units had occurred due to the impact of the COVID-19 pandemic on expected future operating cash flows. We performed interim goodwill impairment analyses, which included discounted cash flow analyses, and determined that the estimated fair values of our Australian reporting units no longer exceeded their carrying values. In the period ended March 31, 2020, we recorded impairment equal to the total goodwill and intangibles carrying amounts of our five Australian reporting units, which included goodwill impairment of $3.5 million and intangibles impairment, related to the Pool Systems tradename and trademark, of $0.9 million. 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 earnings 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 below our market capitalization and resulted in the identification of no additional at-risk locations. Based on our 2020 goodwill impairment analysis, we consider one of our Horizon reporting units in California as most at risk for goodwill impairment due to marginal results in recent years. The most sensitive assumptions related to our fair value for this location relates to future projected operating results and management’s ability to effectively manage costs. As of December 31, 2020, our aggregate goodwill balance for this reporting unit was $1.4 million. If our assumptions or estimates in our fair value calculations change or if operating results are less than forecasted, we could incur impairment charges in future periods, especially related to the reporting unit 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. 32 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: Year Ended December 31, 2019 2020 2018 Net sales Cost of sales Gross profit Operating expenses Operating income Interest and other non-operating expenses, net 100.0 % 100.0 % 100.0 % 71.3 28.7 16.9 11.8 0.3 71.1 28.9 18.2 10.7 0.7 71.0 29.0 18.6 10.5 0.7 Income before income taxes and equity earnings 11.5 % 9.9 % 9.8 % 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 2020, 2019 and 2018. We have included the results of operations in our consolidated results since the respective acquisition dates. Fiscal Year 2020 compared to Fiscal Year 2019 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 Operating expenses (1) Expenses as a % of net sales Operating income (loss) (1) Operating margin Base Business Year Ended December 31, Excluded Year Ended December 31, Total Year Ended December 31, 2020 $ 3,886,079 2019 $ 3,183,940 2020 2019 $ 50,544 $ 15,577 2020 $ 3,936,623 2019 $ 3,199,517 1,117,303 28.8 % 650,020 16.7 % 467,283 12.0 % 922,193 29.0 % 579,068 18.2 % 343,125 10.8 % 13,599 26.9 % 16,855 33.3 % (3,256) (6.4) % 2,732 17.5 % 4,611 29.6 % (1,879) (12.1)% 1,130,902 28.7 % 666,875 16.9 % 464,027 11.8 % 924,925 28.9 % 583,679 18.2 % 341,246 10.7 % (1) Base business and total include $6.9 million of impairment from goodwill and other assets recorded in the first quarter of 2020. 33 We have excluded the following acquisitions from base business for the periods identified: Acquired TWC Distributors, Inc. (1) Jet Line Products, Inc. Northeastern Swimming Pool Distributors, Inc. (1) Master Tile Network LLC (1) W.W. Adcock, Inc. (1) Turf & Garden, Inc. (1) Acquisition Date Net Sales Centers Acquired Periods Excluded December 2020 10 December 2020 October 2020 September 2020 February 2020 January 2019 November 2018 9 2 4 4 4 October - December 2020 September - December 2020 February - December 2020 January - March 2020 and January - March 2019 January 2020 and January 2019 (1) We acquired certain distribution assets of each of these companies. 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 2020: December 31, 2019 Acquired locations New locations Closed/consolidated locations December 31, 2020 373 25 3 (3) 398 For information about our recent acquisitions, see Note 2 of “Notes to Consolidated Financial Statements,” included in Item 8 of this Form 10-K. 34 Net Sales (in millions) Net sales Year Ended December 31, 2020 2019 Change $ 3,936.6 $ 3,199.5 $ 737.1 23% Net sales increased 23% compared to 2019, with 22% of this increase resulting from base business sales growth. As the pandemic forced families to spend more time at home in 2020, they sought out opportunities to create or expand existing home- based outdoor living and entertainment spaces. This created unprecedented demand throughout our markets, and we realized broad sales gains across nearly all product categories. Our sales benefited from greater swimming pool usage, high demand for residential pool products and warmer weather conditions during the year. The following factors benefited our sales growth (listed in order of estimated magnitude): • • • • • • strong demand for discretionary products, as evidenced by improvements in sales growth rates for product offerings such as equipment, building materials and above-ground pools and hot tubs (see discussion below); increased demand for residential swimming pool maintenance supplies due to earlier pool openings and increased usage, as evidenced by improvements in sales growth rates to retail customers (see discussion below); market share gains, including those in building materials (see discussion below); inflationary product cost increases of approximately 1% to 2%; 1% sales growth from recent acquisitions; and 1% sales growth from an additional selling day in 2020 compared to 2019. We believe that sales growth rates for certain product offerings, such as equipment, building materials and above-ground pools and hot tubs evidence increased spending in traditionally discretionary areas, such as pool construction, pool remodeling and equipment upgrades. In 2020, sales for equipment, such as swimming pool heaters, pumps, lights and filters, increased 31% compared to 2019, and collectively represented approximately 29% 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 and sales from recently acquired Master Tile locations, grew 23% compared to 2019 and represented approximately 12% of net sales in 2020. Sales of above-ground pools increased 57% in 2020 compared to 2019 and represented approximately 1% of net sales in 2020. Sales to customers who service large commercial installations and specialty retailers that sell swimming pool supplies are included in the appropriate existing product categories, and growth or decline in these areas are reflected in the numbers above. Sales to retail customers increased 24% compared to 2019 and represented approximately 13% of our net sales in 2020. Sales to commercial customers declined 10% in 2020, driven by COVID-19 related closures and the decline in both business and leisure travel. Sales to commercial customers represented approximately 4% of our net sales in 2020. 2020 Quarterly Sales Performance Compared to 2019 Quarterly Sales Performance • • • • Strong demand for discretionary products during the first quarter of 2020 led to net sales and base business sales growth of 13%. Sales were also favorably impacted by an additional selling day in the first quarter of 2020 compared to the first quarter of 2019. Net sales and base business sales increased 14% in the second quarter of 2020 as stay-at-home restrictions eased in late April through early May, and sales benefited from greater swimming pool demand and usage, resulting in broad sales gains across many product categories and geographies. In the third quarter of 2020, net sales and base business sales increased 27% and benefited from continued elevated demand for residential pool products, driven by home-centric trends influenced by the COVID-19 pandemic. Net sales in the fourth quarter of 2020 increased 44%, while base business sales increased 39%. Sales benefited from continued stay-at-home trends combined with favorable weather nationwide and acquisitions, which added 4% to sales growth. In addition to the sales discussion above, see further details of significant weather impacts under the subheading Seasonality and Quarterly Fluctuations below. 35 Gross Profit (in millions) Gross profit Gross margin Year Ended December 31, 2020 2019 Change $ 1,130.9 $ 924.9 $ 206.0 22% 28.7 % 28.9 % Gross margin declined 20 basis points to 28.7% in 2020 compared to 28.9% in 2019, primarily due to sales of lower margin, big-ticket items, such as pool equipment and in-ground and above-ground pools, which comprised a larger portion of our product mix in 2020 compared to 2019. Operating Expenses (in millions) Year Ended December 31, Selling and administrative expenses $ 659.9 $ 583.7 $ 76.2 Impairment of goodwill and other assets Operating expenses as a percentage of net sales 6.9 16.9 % — 6.9 18.2 % 13% 100% 2020 2019 Change Operating expenses increased 14%, or $83.2 million, to $666.9 million in 2020, up from $583.7 million in 2019, while base business operating expenses grew 12%. The increase in operating expenses primarily reflects a $43.9 million increase in performance-based compensation from $24.3 million in 2019 to $68.2 million in 2020 and expenses of $16.9 million from recently acquired businesses. In the first quarter of 2020, we recorded impairment charges of $6.9 million, which included non-cash goodwill and intangibles impairment charges of $4.4 million, equal to the total goodwill and intangibles carrying amounts of our Australian reporting units, and $2.5 million from a long-term note, as collectability was impacted by the COVID-19 pandemic. Excluding impairment charges and performance-based compensation in both periods, adjusted operating expenses were up 6%, reflecting growth-driven labor and freight expenses and greater facility-related costs partially offset by lower discretionary spending. As a result of strong expense control and our ability to leverage our existing network, operating expenses as a percentage of net sales declined 130 basis points, contributing to the 110 basis point expansion in our operating margin for the year. Interest and Other Non-operating Expenses, net Interest and other non-operating expenses, net decreased $11.4 million compared to 2019, reflecting lower average debt levels and lower average interest rates between periods. Average outstanding debt was $422.2 million in 2020 versus $599.6 million in 2019. Our 2020 average outstanding debt balance has decreased as we utilized operating cash flows to pay off debt balances. Our weighted average effective interest rate decreased to 2.1% in 2020 compared to 3.4% in 2019. Income Taxes Our effective income tax rate was 18.9% at December 31, 2020 and 17.7% at December 31, 2019. We recorded a $28.6 million, or $0.70 per diluted share, benefit from ASU 2016-09 for the year ended December 31, 2020 compared to a benefit of $23.5 million, or $0.57 per diluted share, realized in the same period in 2019. Excluding the benefits from ASU 2016-09, our effective tax rate was 25.2% and 25.1% for the years ended 2020 and 2019, respectively. Net Income and Earnings Per Share Net income increased 40% to $366.7 million in 2020 compared to $261.6 million in 2019. Adjusted net income, excluding the $6.3 million, or $0.15 per diluted share, impact of non-cash impairments, net of tax, increased 43% to $373.0 million. Earnings per share increased 40% to $8.97 per diluted share compared to $6.40 per diluted share in 2019. Excluding the impact of non- cash impairments, net of tax, and the impact from ASU 2016-09 in both periods, adjusted diluted earnings per share increased 44% to $8.42 in 2020 compared to $5.83 in 2019. See the reconciliation of GAAP to non-GAAP measures below. 36 Reconciliation of Non-GAAP Financial Measures Adjusted Income Statement Information We have included adjusted net income and adjusted diluted EPS, which are non-GAAP financial measures, as supplemental disclosures, because we believe these measures are useful to investors and others in assessing our year-over-year operating performance. We believe these measures should be considered in addition to, not as a substitute for, net income and diluted EPS presented in accordance with GAAP, respectively, and in the context of our other disclosures included within this Form 10-Q. Other companies may calculate these non-GAAP financial measures differently than we do, which may limit their usefulness as comparative measures. The table below presents a reconciliation of net income to adjusted net income. (Unaudited) (in thousands) Net income Impairment of goodwill and other assets Tax impact on impairment of long-term note (1) Adjusted net income Year Ended December 31, 2020 $ $ 366,738 6,944 (654) 373,028 (1) As described in our First Quarter 2020 Quarterly Report on Form 10-Q, our effective tax rate at March 31, 2020 was a 0.1% benefit. Excluding impairment from goodwill and intangibles and tax benefits from ASU 2016-09 recorded in the first quarter of 2020, our effective tax rate for the first quarter of 2020 was 25.4%, which we used to calculate the tax impact related to the $2.5 million long-term note impairment. The table below presents a reconciliation of diluted EPS to adjusted diluted EPS. (Unaudited) Diluted EPS $ After-tax non-cash impairment charges Adjusted diluted EPS excluding after-tax non-cash impairment charges ASU 2016-09 tax benefit Year Ended December 31, 2020 2019 $ 8.97 0.15 9.12 0.70 6.40 — 6.40 0.57 Adjusted diluted EPS excluding after-tax non-cash impairment charges and tax benefit $ 8.42 $ 5.83 Fiscal Year 2019 compared to Fiscal Year 2018 For a detailed discussion of the Results of Operations in Fiscal Year 2019 compared to Fiscal Year 2018, see the Results of Operations section of Management’s Discussion and Analysis included in Part II, Item 7 of our 2019 Annual Report on Form 10-K. 37 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 2020 and 2019. 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 2020 2019 QUARTER First Second Third Fourth First Second Third Fourth $ 677,288 $ 1,280,846 $ 1,139,229 $ 839,261 $ 597,456 $ 1,121,328 $ 898,500 $ 582,234 189,629 35,588 30,912 373,481 205,857 157,555 328,698 148,233 119,098 239,095 174,631 74,351 59,174 38,386 32,637 330,314 172,523 131,390 257,931 104,540 79,525 162,050 25,798 18,024 17 % 33 % 29 % 21 % 19 % 35 % 28 % 18 % 17 % 33 % 29 % 21 % 19 % 36 % 28 % 18 % 8 % 44 % 32 % 16 % 11 % 51 % 31 % 8 % Total receivables, net $ 345,915 $ 453,405 $ 366,412 $ 289,200 $ 313,127 $ 417,126 $ 307,798 $ 226,539 Product inventories, net Accounts payable Total debt 858,190 517,620 586,050 628,418 346,272 438,804 612,824 268,412 339,934 780,989 266,753 416,018 815,742 472,487 698,977 694,447 342,335 692,337 616,217 214,309 547,560 702,274 261,963 511,407 Note: Due to rounding, the sum of quarterly percentage amounts may not equal 100%. 38 Weather Impacts on Fiscal Year 2020 to Fiscal Year 2019 Comparisons In the first quarter of 2020, sales benefited from above-average temperatures throughout the contiguous United States, particularly in the southern United States. These favorable weather conditions contrast from the first quarter of 2019 when wetter and cooler-than-normal temperatures to begin the year hindered sales growth. Weather conditions in the second quarter of 2020 were varied across the contiguous United States; however, results in the second quarter of 2020 benefited from generally mild weather conditions. Much of the western United States benefited from warmer weather, while the southeastern United States experienced slightly below-average temperatures. Southern California and the southeastern United States, including Florida, experienced more precipitation than normal. In contrast, results for the second quarter of 2019 were largely impacted by record rainfall and cooler temperatures in three of our largest markets, California, Texas and Arizona, particularly in the month of May, which was the second wettest May on record for the contiguous United States. Overall, weather conditions in the third quarter of 2020 were generally favorable, which benefited results. Much of the western United States experienced above-average temperatures, particularly in California, which was also plagued with the most active wildfire year on record. Precipitation was below-average in most of the western half of the United States and normal to above- average in the eastern half. Likewise, results in the third quarter of 2019 were positively impacted by above-average temperatures and below-average precipitation throughout most of the country. Sales in the fourth quarter of 2020 benefited from above-average temperatures and below-average precipitation, particularly in the month of November, which was the fourth warmest on record in a 126-year period for the contiguous United States. Similarly, in the fourth quarter of 2019, sales benefited from above average temperatures, primarily in the southern and southeastern United States. Weather Impacts on Fiscal Year 2019 to Fiscal Year 2018 Comparisons For a detailed discussion of Weather Impacts on Fiscal Year 2019 compared to Fiscal Year 2018, see the Seasonality and Quarterly Fluctuations section of Management’s Discussion and Analysis included in Part II, Item 7 of our 2019 Annual Report on Form 10-K. 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. 39 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. Our primary capital needs are seasonal working capital obligations, debt repayment obligations and other general corporate initiatives, including acquisitions, opening new sales centers, dividend payments and share repurchases. Our primary working capital obligations are for the purchase of inventory, payroll, rent, other facility costs and selling and administrative expenses. Our working capital obligations fluctuate during the year, driven primarily by seasonality and the timing of inventory purchases. 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 0.6% of net sales in 2020, 1.0% of net sales in 2019 and 1.1% of net sales in 2018. Capital expenditures in 2020 were lower than our historical average due to cost-saving measures implemented at the beginning of the COVID-19 pandemic. Over the last five 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. For 2021, based on management’s current plans, we project capital expenditures will continue to approximate the historical average. As of December 31, 2020, our average total leverage ratio was 0.86, which was below our target range of between 1.5 and 2.0 and below our average total leverage ratio of 1.61 as of December 31, 2019. Our strong operating results and cash flow from operations enabled us to reduce our debt balances in 2020. We expect our average total leverage ratio through the first half of 2021 will continue to be below our target range. 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 19, 2021, $172.0 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. 40 Sources and Uses of Cash The following table summarizes our cash flows (in thousands): Operating activities Investing activities Financing activities Year Ended December 31, $ 2020 397,581 (146,289) (244,371) $ 2019 298,776 (42,263) (244,486) Cash provided by operations of $397.6 million for 2020 increased $98.8 million compared to 2019, primarily reflecting the $105.2 million improvement in net income. Cash used in investing activities increased in 2020 due to an increase of $115.7 million in payments for acquisitions compared to 2019, which was partially offset by an $11.7 million decrease in net capital expenditures between years. Cash used in financing activities was $244.4 million in 2020, consistent with $244.5 million in 2019, which primarily reflects a $59.6 million decrease in net debt payments, offset by additional share repurchases of $53.0 million and an increase in dividends paid of $8.2 million. For a discussion of our sources and uses of cash in 2018, see the Liquidity and Capital Resources – Sources and Uses of Cash section of Management’s Discussion and Analysis included in Part II, Item 7 of our 2019 Annual Report on Form 10-K. Future Sources and Uses of Cash To supplement cash from operations as our primary source of working capital, we will continue to utilize our three major credit facilities, which are the Amended and Restated Revolving Credit Facility (the Credit Facility), the Term Facility (the Term 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, 2020, there was $109.0 million outstanding, a $4.8 million standby letter of credit outstanding and $636.2 million available for borrowing under the Credit Facility. The weighted average effective interest rate for the Credit Facility as of December 31, 2020 was approximately 1.2%, excluding commitment fees. Term Facility Our Term Facility provides for $185.0 million in borrowing capacity and matures on December 30, 2026. Proceeds from the Term Facility were used to pay down the Credit Facility, adding capacity for future share repurchases, acquisitions and growth- oriented working capital expansion. The Term Facility is repaid in quarterly installments of 1.250% of the Term Facility on the last business day of each quarter beginning in the first quarter of 2020. 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. The total of the quarterly payments will be equal to 33.75% of the Term Facility with the final principal repayment, equal to 66.25% of the Term Facility, due on the maturity date. We may prepay amounts outstanding under the Term Facility without penalty other than interest breakage costs. At December 31, 2020, the Term Facility had an outstanding balance of $175.8 million at a weighted average effective interest rate of 2.7%. 41 Financial Covenants Financial covenants of the Credit Facility and the Term 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, 2020, 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, 2020, our average total leverage ratio equaled 0.86 (compared to 1.61 as of December 31, 2019) and the TTM average total debt amount used in this calculation was $439.3 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, 2020, our fixed charge ratio equaled 7.81 (compared to 5.38 as of December 31, 2019) and TTM Rental Expense was $63.2 million. The Credit Facility and the Term Facility also limit 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 and the Term 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 and the Term 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 and the Term Facility could result in higher interest rates on our borrowings or the acceleration of the maturities of our outstanding debt. Receivables Securitization Facility Our two-year accounts receivable securitization facility (the 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 May 31, which includes an additional seasonal funding capacity that is available between March 1 and July 31. Other funding capacities range from $120.0 million to $275.0 million throughout the remaining months of the year. The Receivables Facility matures on November 1, 2021. 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. 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, 2020, there was $120.0 million outstanding under the Receivables Facility at a weighted average effective interest rate of 0.9%, excluding commitment fees. 42 Interest Rate Swaps 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 our variable rate borrowings. Interest expense related to the notional amounts under all swap contracts is based on the fixed rates plus the applicable margin on the respective borrowings. In 2020, we had one interest rate swap in place, which became effective on November 20, 2019 and terminated on November 20, 2020. This swap contract was previously forward-looking and converted the variable interest rate on our variable rate borrowings to a fixed rate of 1.1425% on a notional amount of $150.0 million. As of December 31, 2020, we had two interest rate swap contracts in place, which became effective on November 20, 2020 and terminate on September 29, 2022. These swap contracts were previously forward-starting and convert the variable interest rates on our variable rate borrowings to fixed interest rates of 2.0925% and 1.5500%, respectively, on notional amounts of $75.0 million each. We have entered into forward-starting interest rate swap contracts to extend the hedged period for future interest payments on our variable rate borrowings. These swap contracts will convert the variable interest rate to a fixed interest rate on our variable rate borrowings. The following table provides details related to each of our forward-starting interest rate swap contracts: Derivative Inception Date Forward-starting interest rate swap 1 February 5, 2020 Forward-starting interest rate swap 2 March 9, 2020 Forward-starting interest rate swap 3 March 9, 2020 Effective Date February 26, 2021 September 29, 2022 February 28, 2025 Termination Date February 28, 2025 February 26, 2027 February 26, 2027 Notional Amount (in millions) $150.0 Fixed Interest Rate 1.3800% $150.0 0.7400% $150.0 0.8130% Compliance and Future Availability As of December 31, 2020, we were in compliance with all covenants and financial ratio requirements under our Credit Facility, our Term Facility and our Receivables Facility. We believe we will remain in compliance with all covenants and financial ratio requirements throughout 2021. 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. 43 Contractual Obligations At December 31, 2020, our contractual obligations for long-term debt, operating leases and purchase obligations were as follows (in thousands): Long-term debt Operating leases Purchase obligations (1) Total 416,643 223,715 106,357 746,715 $ $ Less than 1 year $ $ 141,119 56,443 36,369 233,931 Payments Due by Period 1-3 years 3-5 years $ $ 127,524 92,403 69,988 289,915 $ $ 18,500 47,121 — 65,621 More than 5 years $ $ 129,500 27,748 — 157,248 (1) Purchase obligations include all legally binding contracts such as firm minimum commitments for inventory purchases and software commitments. We issue inventory purchase orders in the normal course of business, which represent authorizations to purchase that are cancellable by their terms. We do not consider purchase orders to be firm inventory commitments; therefore, they are excluded from the table above. 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, 2020 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, 2020 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, the Term 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 $ 23,659 $ 6,793 $ 8,497 $ 5,651 $ 2,718 44 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 2020, there was no interest rate risk related to the notional amounts under our interest rate swap contracts. The portions of our outstanding balances under the Credit Facility, Term 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 2020 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. Our Term Facility, entered into on December 30, 2019, was fully drawn as of that date. 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 $7.8 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, 2020). 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 2020, our exposure to currency rate fluctuations could be material in 2021 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 Australia Canadian Dollar British Pound Euro Kuna Euro Euro Euro Euro Euro Mexican Peso Australian Dollar 45 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 47 49 50 51 52 53 54 46 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, 2020 and 2019, 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, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, 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, 2020, 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 25, 2021 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. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates. Valuation of Goodwill Description of the Matter At December 31, 2020, the Company’s goodwill was $268.2 million. As discussed in Note 3 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. The Company’s goodwill is assigned to reporting units as of the acquisition date. Auditing management’s annual goodwill impairment test was complex and highly judgmental due to the estimation required to determine the fair value of the reporting units. In particular, the fair value estimate is sensitive to certain assumptions, such as changes in the weighted average cost of capital, revenue growth rate, operating margin, and terminal growth rate which are affected by expectations about future market or economic conditions. 47 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. To test the estimated fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends and other relevant factors, such as historical results. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. We also involved a specialist to assist in our evaluation of the valuation methodology applied by the Company and the significant assumptions used in estimating the fair value of the Company. In addition, we reviewed the allocation of the Company’s fair value to its reporting units and the comparison of the Company’s fair value to its market capitalization. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1994. New Orleans, Louisiana February 25, 2021 48 POOL CORPORATION Consolidated Statements of Income (In thousands, except per share data) Net sales Cost of sales Gross profit Selling and administrative expenses Impairment of goodwill and other assets 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 Earnings per share: Basic Diluted Weighted average shares outstanding: Basic Diluted Year Ended December 31, 2019 $ 3,199,517 2,274,592 924,925 583,679 — 341,246 23,772 317,474 56,161 262 $ 261,575 2020 $ 3,936,623 2,805,721 1,130,902 659,931 6,944 464,027 12,353 451,674 85,231 295 $ 366,738 2018 $ 2,998,097 2,127,924 870,173 556,284 — 313,889 20,896 292,993 58,774 242 $ 234,461 $ $ 9.14 8.97 $ $ 6.57 6.40 $ $ 5.82 5.62 40,106 40,865 39,833 40,865 40,311 41,693 Cash dividends declared per common share $ 2.29 $ 2.10 $ 1.72 The accompanying Notes are an integral part of these Consolidated Financial Statements. 49 POOL CORPORATION Consolidated Statements of Comprehensive Income (In thousands) Net income Other comprehensive (loss) income: Foreign currency translation adjustments Change in unrealized losses and gains on interest rate swaps, net of the change in taxes of $2,957, $552 and $(425) Total other comprehensive (loss) income Comprehensive income Year Ended December 31, 2019 $ 261,575 2018 $ 234,461 2020 $ 366,738 5,210 2,295 (4,945) (8,870) (3,660) $ 363,078 (1,657) 638 $ 262,213 1,276 (3,669) $ 230,792 The accompanying Notes are an integral part of the Consolidated Financial Statements. 50 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 Operating lease assets 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 Current operating lease liabilities Total current liabilities Deferred income taxes Long-term debt, net Other long-term liabilities Non-current operating lease liabilities Total liabilities Stockholders’ equity: Common stock, $0.001 par value; 100,000,000 shares authorized; 40,232,210 shares issued and outstanding at December 31, 2020 and 40,074,160 shares issued and outstanding at December 31, 2019 Additional paid-in capital Retained earnings (deficit) Accumulated other comprehensive loss Total stockholders’ equity Total liabilities and stockholders’ equity December 31, 2020 2019 $ $ $ $ $ $ 34,128 122,252 166,948 780,989 17,610 1,121,927 108,241 268,167 12,181 1,292 205,875 21,987 1,739,670 266,753 143,694 11,869 60,933 483,249 27,653 404,149 38,261 146,888 1,100,200 40 519,579 133,870 (14,019) 639,470 1,739,670 $ $ 28,583 76,648 149,891 702,274 16,172 973,568 112,246 188,596 11,038 1,227 176,689 19,902 1,483,266 261,963 60,813 11,745 56,325 390,846 32,598 499,662 27,970 122,010 1,073,086 40 485,239 (64,740) (10,359) 410,180 1,483,266 The accompanying Notes are an integral part of these Consolidated Financial Statements. 51 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 Provision for doubtful accounts receivable, net of write-offs Provision for inventory obsolescence, net of write-offs (Benefit) provision for deferred income taxes Losses (gains) on sales of property and equipment Equity earnings in unconsolidated investments, net Net losses on foreign currency transactions Impairment of goodwill and other 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 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 term facility Payments on term facility 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 of deferred financing costs Payments on deferred and contingent acquisition consideration 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, 2019 2018 2020 $ 366,738 $ 261,575 $ 234,461 27,967 1,431 14,516 (664) 2,362 (2,542) 38 (295) 1,748 6,944 410 (38,688) (42,447) (13,744) (9,212) 83,019 397,581 (124,587) (21,702) (146,289) 27,885 1,389 13,472 (710) 1,310 3,723 (85) (262) 1,347 — 3,313 (15,691) (14,165) (4,218) 16,860 3,033 298,776 (8,901) (33,362) (42,263) 1,053,968 (1,145,616) 326,700 (321,700) — (9,250) 13,822 (13,698) (12) (281) 19,824 (91,929) (76,199) (244,371) (1,376) 5,545 28,583 34,128 $ 1,066,529 (1,415,988) 189,000 (182,500) 185,000 — 30,863 (28,286) (406) (312) 18,574 (83,772) (23,188) (244,486) 198 12,225 16,358 28,583 $ $ 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) (106) (661) 13,569 (69,430) (187,469) (97,571) (509) (13,582) 29,940 16,358 The accompanying Notes are an integral part of these Consolidated Financial Statements. 52 POOL CORPORATION Consolidated Statements of Changes in Stockholders’ Equity (In thousands) Common Stock Additional Paid-In Retained Earnings Accumulated Other Comprehensive Shares Amount Capital (Deficit) Loss Total Balance at December 31, 2017 40,212 $ 40 $ 426,750 $ (196,316) $ (7,328) $ Net income 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 stock under share-based compensation plans Declaration of cash dividends — — — (1,291) — 585 — Balance at December 31, 2018 39,506 Net income Foreign currency translation Interest rate swaps, net of the change in taxes of $552 Repurchases of common stock, net of retirements Share-based compensation Adoption of ASU 2016-02 Issuance of stock under share-based compensation plans Declaration of cash dividends Balance at December 31, 2019 Net income Foreign currency translation Interest rate swaps, net of the change in taxes of $2,957 Repurchases of common stock, net of retirements Share-based compensation Issuance of stock under share-based compensation plans — — — (155) — — 723 — 40,074 — — — (401) — 559 Declaration of cash dividends Balance at December 31, 2020 — 40,232 $ — — — — — — — 40 — — — — — — — — 40 — — — — — — — — — — 12,874 13,569 234,461 — — (187,469) — — — (69,322) — — — — 13,472 — 18,574 — 485,239 — — — — 14,516 19,824 261,575 — — (23,188) — (709) — (83,772) (64,740) 366,738 — — (76,199) — — — 40 $ 519,579 $ 133,870 $ (91,929) — — (4,945) 223,146 234,461 (4,945) 1,276 1,276 — — — — — 2,295 (187,469) 12,874 13,569 (69,322) 223,590 261,575 2,295 (1,657) (1,657) — — — — — (10,359) — 5,210 (23,188) 13,472 (709) 18,574 (83,772) 410,180 366,738 5,210 (8,870) (8,870) — — — — (14,019) $ (76,199) 14,516 19,824 (91,929) 639,470 453,193 (218,646) (10,997) The accompanying Notes are an integral part of these Consolidated Financial Statements. 53 POOL CORPORATION Notes to Consolidated Financial Statements Note 1 - Organization and Summary of Significant Accounting Policies Description of Business As of December 31, 2020, Pool Corporation and our subsidiaries (the Company, which may be referred to as we, us or our) operated 398 sales centers in North America, Europe 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 of our subsidiaries are wholly owned. All significant intercompany accounts and intercompany transactions have been eliminated. 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, 2020, we adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and all related amendments, which are codified into Accounting Standards Codification (ASC) 326, using the cumulative-effect transition method related to our trade receivables. This new standard 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 are 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 adoption of this standard did not have a material impact on our financial position or results of operations, and we do not expect the adoption of this guidance to have a material effect on our results of operations in future periods. As the impact from adoption was not material, we did not recognize an adjustment to the beginning balance of retained earnings. We adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, for our interim impairment tests performed in the period ended March 31, 2020. This new standard eliminated the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (commonly referred to as Step 2 under the previous guidance). Rather, the measurement of a goodwill impairment charge is based on the excess of a reporting unit’s carrying value over its fair value (Step 1 under the previous guidance). The impact of the new standard is dependent on the specific facts and circumstances of individual impairments, if any. The adoption of this guidance did not impact our results of operations, statement of financial position or cash flows. On January 1, 2020, we adopted ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, on a prospective basis. This new standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The adoption of this guidance did not materially impact our results of operations, statement of financial position or cash flows. 54 On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842), and all the related amendments, which are codified into ASC 842. The adoption of ASU 2016-02 significantly increased assets and liabilities on our Consolidated Balance Sheet as we recorded a right-of-use asset and corresponding liability for each of our existing operating leases. We adopted this guidance using the modified retrospective approach by recognizing a cumulative adjustment to retained earnings on the adoption date, which was not material. Additionally, we elected to apply the practical expedient that allows us to exclude comparative presentation; thus, we did not restate our prior period balance sheet to reflect the new guidance. We recorded operating lease assets of approximately $175.7 million and operating lease liabilities of approximately $181.6 million as of January 1, 2019. To calculate the present value of our lease liabilities, we used the incremental borrowing rate on December 31, 2018, for operating leases that commenced prior to that date. The difference between the operating lease assets and operating lease liabilities primarily represents our straight-line rent liability of $5.1 million recorded under previous accounting guidance. Under ASU 2016-02, this liability is considered a reduction of the operating lease asset. We recorded the remaining difference between our operating lease assets and operating lease liabilities, net of the deferred tax impact, as an adjustment to our retained deficit. Additionally, we reclassified prepaid rent of $4.9 million as of January 1, 2019 to our operating lease asset resulting in a balance of $180.6 million as of the adoption date. The adoption of this guidance did not materially impact our results of operations or cash flows. For additional information regarding our adoption of this guidance, see Note 9. On January 1, 2019, we adopted ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. The new guidance eliminated 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. The adoption of this standard did not have a material impact on our financial position and we do not expect a material impact in future periods. 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 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 swimming pool use, pool and irrigation installation and remodeling and repair activities. Sales are substantially lower during the first and fourth quarters. 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. We 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. 55 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. We include shipping and handling fees billed to customers as freight out income within net sales. 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 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): 2020 2019 2018 $ 59,224 $ 51,580 $ 48,610 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. 56 Advertising Costs We expense advertising costs when incurred. The table below presents advertising expense for the past three years (in thousands): Income Taxes 2020 2019 2018 $ 6,755 $ 7,842 $ 7,390 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. We record Global Intangible Low Tax Income (GILTI) on foreign earnings as period costs if and when incurred, although we have not realized any impacts since the enactment of U.S. tax reform enacted in December 2017. 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 by the weighted average number of common shares outstanding. 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 $1.7 million in 2020, $1.3 million in 2019 and $0.6 million in 2018. In 2019, our net foreign currency transaction loss included a $0.9 million reclassification from Accumulated other comprehensive loss related to the closing of our sales center in Colombia. 57 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 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 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. Recurring Fair Value Measurements The table below presents the estimated fair values of our interest rate swap contracts, our forward-starting interest rate swap contracts and our contingent consideration liabilities (in thousands): Fair Value at December 31, 2020 2019 Level 2 Unrealized gains on interest rate swaps $ 223 $ Unrealized losses on interest rate swaps 12,314 655 919 Level 3 Contingent consideration liabilities $ 1,343 $ 703 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, 2020, our Consolidated Balance Sheets reflect $0.3 million in Accrued expenses and other current liabilities and $1.0 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) 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). Nonrecurring Fair Value Measurements In addition to our assets and liabilities that we measure at fair value on a recurring basis, our assets and liabilities are also subject to nonrecurring fair value measurements. Generally, our assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. 58 In the first quarter of 2020, we recorded impairment charges of $6.9 million, which included non-cash goodwill and intangibles impairment charges of $4.4 million, equal to the total goodwill and intangibles carrying amounts of our Australian reporting units, and $2.5 million from a long-term note, as collectability was impacted by the COVID-19 pandemic. For additional discussion of goodwill and intangibles impairment, see Note 3. Derivatives and Hedging Activities At inception, we formally designate and document our interest rate swap contracts that qualify for hedge accounting as cash flow hedges of interest payments on variable rate borrowings. We formally assess, both at inception and at least quarterly, whether the financial instruments used in hedging transactions are effective at offsetting changes in cash flows of the related underlying exposure. To the extent our derivatives are effective in offsetting the variability of the hedged cash flows, 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. Our interest rate swap contracts 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 in effect and the fixed interest rate per our swap contracts 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. Management estimates future losses based on historical bad debts, customer receivable balances, age of customer receivable balances, customers’ financial conditions and current and forecasted economic trends, including certain trends in the housing market, the availability of consumer credit and general economic conditions (as commonly measured by Gross Domestic Product or GDP). We monitor housing market trends through review of the House Price Index as published by the Federal Housing Finance Agency, which measures the movement of single-family house prices. At the end of each quarter, we perform a reserve analysis of all accounts with balances greater than $20,000 that are more than 60 days past due. 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 2020 2019 2018 $ $ 5,472 1,900 (2,564) 4,808 $ $ 6,182 2,768 (3,478) 5,472 $ $ 3,897 4,164 (1,879) 6,182 59 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. 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 classification 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): 2020 2019 2018 Balance at beginning of year $ Provision for inventory write-downs Deduction for inventory write-offs $ 9,036 6,181 (3,819) $ 7,726 3,656 (2,346) Balance at end of year $ 11,398 $ 9,036 $ 6,264 3,998 (2,536) 7,726 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): 2020 2019 2018 $ 27,967 $ 27,885 $ 26,122 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. 60 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. 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). To the extent the carrying value of a reporting unit is greater than its estimated fair value, we record a goodwill impairment charge for the difference, up to the carrying value of the goodwill. 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. Accumulated Other Comprehensive Loss The table below presents the components of our Accumulated other comprehensive loss balance (in thousands): Foreign currency translation adjustments Unrealized losses on interest rate swaps, net of tax Accumulated other comprehensive loss December 31, 2020 2019 $ $ $ (4,917) (9,102) (14,019) $ (10,127) (232) (10,359) 61 Retained Earnings We account for the retirement of treasury share repurchases as an increase of our Retained earnings (deficit) on our Consolidated Balance Sheets. As of December 31, 2020, the retained earnings 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 $1.5 billion and cumulative dividends of $670.8 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, 2019 2018 2020 Cash paid during the year for: Interest Income taxes, net of refunds $ 8,257 81,792 $ 20,960 51,076 $ 17,796 50,091 Recent Accounting Pronouncements Pending Adoption The following table summarizes the remaining recent accounting pronouncements that we plan to adopt in future periods: Standard ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting Description Simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. Most amendments are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. Provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include: contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to- maturity. Entities may apply the provisions of the new standard as of the beginning of the reporting period when the election is made. Effective Date Annual periods beginning after December 15, 2020 Effect on Financial Statements and Other Significant Matters We do not expect that there will be a material impact to the financial statements as a result of adopting this ASU. The provisions of this update are only available until December 31, 2022, when the reference rate replacement activity is expected to be completed. We are currently evaluating the effect this standard will have on our financial position, results of operations and related disclosures. 62 Note 2 - Acquisitions 2020 Acquisitions In February 2020, we acquired the distribution assets of Master Tile Network LLC, a wholesale distributor of swimming pool tile and hardscape products, adding two locations in Texas, one location in Nevada and one location in Oklahoma. In September 2020, we acquired the distribution assets of Northeastern Swimming Pool Distributors, Inc., a wholesale distributor of swimming pool equipment, chemicals and supplies, adding two locations in Ontario, Canada. In October 2020, we acquired Jet Line Products, Inc., a wholesale distributor of swimming pool equipment, chemicals and supplies, adding three locations in New Jersey, three locations in New York, two locations in Texas and one location in Florida. In December 2020, we acquired TWC Distributors, Inc., a wholesale distributor of irrigation and landscape maintenance products, adding nine locations in Florida and one in Georgia. 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. 2019 Acquisitions In January 2019, we acquired the distribution assets of W.W. Adcock, Inc., a wholesale distributor of swimming pool products, equipment, parts and supplies adding two locations in Pennsylvania, one location in North Carolina and one location in Virginia. 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. 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 hot tub 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. These acquisitions did not have a material impact on our financial position or results of operations, either individually or in the aggregate. 63 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, 2018 $ Foreign currency translation adjustments Goodwill (gross) at December 31, 2019 Accumulated impairment losses at December 31, 2018 Goodwill impairment Accumulated impairment losses at December 31, 2019 198,351 124 198,475 (9,879) — (9,879) Goodwill (net) at December 31, 2019 $ 188,596 Goodwill (gross) at December 31, 2019 $ Acquired goodwill Foreign currency translation adjustments Goodwill (gross) at December 31, 2020 Accumulated impairment losses at December 31, 2019 Goodwill impairment Accumulated impairment losses at December 31, 2020 198,475 82,497 584 281,556 (9,879) (3,510) (13,389) Goodwill (net) at December 31, 2020 $ 268,167 The determination of our reporting units’ goodwill and intangibles fair values includes numerous assumptions that are subject to various risks and uncertainties. The principal assumptions, all of which are considered Level 3 inputs, used in our cash flow analyses consisted of changes in market conditions, forecasted future operating results (including sales growth rates and operating margins) and discount rates (including our weighted-average cost of capital). In the first quarter of 2020, we determined certain impairment triggers for our Australian reporting units had occurred due to the impact of the COVID-19 pandemic on expected future operating cash flows. We performed interim goodwill impairment analyses, which included discounted cash flow analyses, and determined that the estimated fair values of our Australian reporting units no longer exceeded their carrying values. In the period ended March 31, 2020, we recorded impairment equal to the total goodwill and intangibles carrying amounts of our five Australian reporting units, which included goodwill impairment of $3.5 million and intangibles impairment, related to the Pool Systems tradename and trademark, of $0.9 million. We recorded these amounts in Impairment of goodwill and other assets on our Consolidated Statements of Income. In October 2020 and October 2019, we performed our annual goodwill impairment test and did not record any goodwill impairment at the reporting unit level. As of October 1, 2020, we had 226 reporting units with allocated goodwill balances. The most significant goodwill balance for a reporting unit was $5.7 million and the average goodwill balance per reporting unit was $0.9 million. 64 Other intangible assets consisted of the following (in thousands): December 31, 2020 2019 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 — — — 990 — 990 Indefinite 1,500 (962) 538 1,500 (887) 613 20 6,917 — (3,674) — 3,243 — 4,611 470 (3,576) (470) 1,035 — 4.62 5 $ 16,817 $ (4,636) $ 12,181 $ 15,971 $ (4,933) $ 11,038 Horizon tradename Pool Systems tradename and trademarks National Pool Tile (NPT) tradename Non- compete agreements Patents Total other intangibles The Horizon tradename has an indefinite useful life and is not subject to amortization. However, we evaluate the useful life of this intangible asset and test for impairment annually. The NPT tradename and our non-compete agreements 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. Other intangible amortization expense was $1.0 million in both 2020 and 2019 and $1.1 million in 2018. The table below presents estimated amortization expense for other intangible assets for the next five years (in thousands): $ 2021 2022 2023 2024 2025 1,085 895 773 470 395 65 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 Unrealized losses on interest rate swaps Other current liabilities $ $ $ $ $ $ $ Accrued expenses and other current liabilities $ December 31, 2020 2019 33,553 90,988 2,519 127,060 (4,808) 122,252 16,401 1,209 17,610 3,608 7,348 54,300 95,667 73,353 29,935 9,448 4,608 278,267 (170,026) 108,241 24,930 59,897 20,676 12,314 25,877 143,694 $ $ $ $ $ $ $ $ 18,455 59,228 4,437 82,120 (5,472) 76,648 14,568 1,604 16,172 3,608 7,132 50,165 89,052 69,027 43,001 9,886 1,761 273,632 (161,386) 112,246 13,688 22,907 9,814 919 13,485 60,813 66 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 Term facility Receivables securitization facility Less: financing costs, net Long-term debt, net Total debt December 31, 2020 2019 $ — $ 1,647 11,869 11,869 10,098 11,745 109,024 175,750 120,000 625 404,149 416,018 $ 200,673 185,000 115,000 1,011 499,662 511,407 $ 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. As amended on November 7, 2019, SCP Pool B.V. was removed as the Dutch Borrower and replaced with SCP International, Inc. as the Euro Borrower. 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, 2020, there was $109.0 million outstanding, a $4.8 million standby letter of credit outstanding and $636.2 million available for borrowing under the Credit Facility. The weighted average effective interest rate for the Credit Facility as of December 31, 2020 was approximately 1.2%, 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. 67 Borrowings by the Euro Borrower bear interest at LIBOR plus an applicable margin. 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. Term Facility On December 30, 2019, we along with certain of our subsidiaries entered into a $185.0 million term facility (the Term Facility) with Bank of America, N.A. The Term Facility matures on December 30, 2026. Proceeds from the Term Facility were used to pay down the company's revolving credit facility, adding capacity for future share repurchases, acquisitions and growth- oriented working capital expansion. The Term Facility is repaid in quarterly installments of 1.250% of the Term Facility on the last business day of each quarter beginning in the first quarter of 2020. 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. The total of the quarterly payments will be equal to 33.75% of the Term Facility with the final principal repayment, equal to 66.25% of the Term Facility, due on the maturity date. Our obligations under the Term Facility are guaranteed by substantially all of our existing and future domestic subsidiaries. The Term Facility contains terms and provisions (including representations, covenants and conditions) customary for transactions of this type. If we default under the Term Facility, the lenders may terminate their commitments under the Term Facility and may require us to repay all amounts. At December 31, 2020, the Term Facility had an outstanding balance of $175.8 million at a weighted average effective interest rate of 2.7%. Borrowings under the Term Facility bear interest, at our option, at either of the following and, in each case, plus an applicable margin: a. b. a base rate, which is the greatest of (i) the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the business day next succeeding such day plus one-half of one percent (0.50%), (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” or (iii) the Eurodollar Rate (defined below) plus one percent (1.00%); or the Eurodollar Rate, which is the rate per annum equal to the LIBOR as administered by the ICE Benchmark Administration (or any successor administrator), as published on the applicable Bloomberg screen page with a term equivalent to the applicable interest period. The interest rate margins on the borrowings are based on our leverage ratio and will range from 1.125% to 1.625% on Eurodollar Rate borrowings and 0.125% to 0.625% on Base Rate borrowings. Receivables Securitization Facility On November 1, 2019, 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 $120.0 million to $275.0 million throughout the remaining months of the year. The Receivables Facility matures on November 1, 2021. 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. 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. 68 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, 2020, there was $120.0 million outstanding under the Receivables Facility at a weighted average effective interest rate of 0.9%, 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, Pool Systems Pty. Ltd. (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. Maturities of Long-Term Debt The table below presents maturities of long-term debt, excluding unamortized deferred financing costs, for the next five years (in thousands): 2021 2022 2023 2024 2025 $ 141,119 118,274 9,250 9,250 9,250 Interest Rate Swaps In 2020, we had one interest rate swap contract in place, which became effective on November 20, 2019 and terminated on November 20, 2020. This swap contract was previously forward-starting and converted the variable interest rate to a fixed interest rate on our variable rate borrowings. Interest expense related to the notional amount under this swap contract was based on the fixed rate plus the applicable margin on our variable rate borrowings. The following table provides additional details related to this swap contract: Derivative Interest rate swap 1 Inception Date Effective Date November 20, 2019 July 6, 2016 Termination Date November 20, 2020 Notional Amount (in millions) $150.0 Fixed Interest Rate 1.1425% 69 We currently have two interest rate swaps in place, which became effective on November 20, 2020 and terminate on September 29, 2022. These swap contracts were previously forward-starting and convert the variable interest rate to fixed interest rates on our variable rate borrowings. Interest expense related to the notional amounts under these swap contracts is based on the fixed rates plus the applicable margin on our variable rate borrowings. Changes in the estimated fair value of these interest rate swap contracts are recorded to Accumulated other comprehensive loss on the Consolidated Balance Sheets. The following table provides additional details related to these swap contracts: Derivative Interest Rate Swap 2 Interest Rate Swap 3 May 7, 2019 Inception Date Effective Date November 20, 2020 November 20, 2020 July 25, 2019 Termination Date September 29, 2022 September 29, 2022 Notional Amount (in millions) $75.0 Fixed Interest Rate 2.0925% $75.0 1.5500% We have entered into additional forward-starting interest rate swap contracts to extend the hedged period for future interest payments on our variable rate borrowings. These swap contracts will convert the variable interest rate to a fixed interest rate on our variable rate borrowings. The following table provides details related to each of our forward-starting interest rate swap contracts: Derivative Forward-Starting Interest Rate Swap 1 Forward-Starting Interest Rate Swap 2 March 9, 2020 Forward-Starting Interest Rate Swap 3 March 9, 2020 February 5, 2020 Inception Date Effective Date February 26, 2021 September 29, 2022 February 28, 2025 Termination Date February 28, 2025 February 26, 2027 February 26, 2027 Notional Amount (in millions) $150.0 Fixed Interest Rate 1.3800% $150.0 0.7400% $150.0 0.8130% The net difference between interest paid and interest received related to our swap agreements resulted in an incremental interest expense of $0.9 million in 2020, a benefit of $0.3 million in 2019 and an expense of $0.3 million in 2018. 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. We previously had three interest rate swap contracts which became effective on October 19, 2016 and terminated on November 20, 2019. 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 variable rate borrowings. 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 were recorded in Accumulated other comprehensive loss. These balances became fully amortized in 2018, and we recorded expense of $1.4 million in 2018 as amortization of the unrealized loss in Interest and other non-operating expenses, net. We recognized expense of $0.5 million in 2019 and a benefit of $1.2 million in 2018 as a result of ineffectiveness. We recorded these amounts in Interest and other non-operating expenses, net on our Consolidated Statements of Income. 70 Financial and Other Covenants Financial covenants of the Credit Facility, Term 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 and the Term Facility also limit 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 and the Term 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 and the Term 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 and Term 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, 2020, we were in compliance with all covenants and financial ratio requirements related to the Credit Facility, the Term 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, 2020 2019 Deferred financing costs: Balance at beginning of year Financing costs deferred Balance at end of year Less: Accumulated amortization $ 5,118 $ 12 5,130 (4,505) Deferred financing costs, net of accumulated amortization $ 625 $ 4,712 406 5,118 (4,107) 1,011 71 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 In May 2016, our shareholders approved an amendment and awards to employees, directors, consultants or advisors. 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, 2020, we had 4,189,438 shares available for future issuance including 971,975 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 described 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. For each of the performance-based grants from 2016 through 2018, we achieved the performance condition in the initial three-year performance period. For the performance-based grants in 2019 and 2020, we have concluded that the performance condition is probable to be attained in the initial three-year performance period. Stock Option Awards The following table summarizes stock option activity under our share-based plans for the year ended December 31, 2020: Balance at December 31, 2019 Granted Less: Exercised Forfeited Balance at December 31, 2020 Shares 1,302,051 67,869 482,361 3,500 884,059 Exercisable at December 31, 2020 532,114 Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value $ $ $ 64.46 219.95 36.61 90.70 91.49 58.37 4.66 3.04 $ 248,430,030 $ 167,153,553 The following table presents information about stock options outstanding and exercisable at December 31, 2020: Range of Exercise Prices $ 24.50 to $ 58.26 $ 58.27 to $ 117.04 $ 117.05 to $ 220.01 Shares 343,143 325,422 215,494 884,059 Exercisable Stock Options Weighted Average Exercise Price Shares 343,143 $ 188,971 — 45.98 80.86 — Weighted Average Exercise Price $ 45.98 87.17 170.48 $ 91.49 532,114 $ 58.37 Outstanding Stock Options Weighted Average Remaining Contractual Term (Years) 2.09 5.10 8.09 4.66 72 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, 2020 482,361 $ 17,657 $ 116,794 29,199 $ 2019 640,475 16,839 97,007 24,252 $ $ $ 2018 491,448 11,779 61,469 15,367 $ $ $ 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 2020 20.7 % Year Ended December 31, 2019 21.4 % 2018 23.7 % 6.8 years 7.0 years 7.3 years 1.22 % 1.3 % 42.52 $ 2.52 % 1.3 % 37.75 $ 2.87 % 1.5 % 35.71 $ 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. In 2018, the weighted average expected term is impacted by a higher expected term estimate for stock option awards granted to our named executive officers. There were no stock option awards granted to named executive officers in 2019 or 2020. 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 dividends we anticipate paying 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 the employee becomes eligible to retire under our share-based award agreements. We recognize compensation cost for awards with graded vesting using the graded vesting recognition method. 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 $ $ 2,842 710 $ 3,021 755 3,218 805 2020 2019 2018 At December 31, 2020, million. We anticipate recognizing this expense over a weighted average period of 2.6 years. the unamortized compensation expense related to stock option awards totaled $2.8 73 Restricted Stock Awards The table below presents restricted stock award activity under our share-based plans for the year ended December 31, 2020: Balance unvested at December 31, 2019 Granted (at market price) (1) Less: Vested Forfeited Balance unvested at December 31, 2020 Weighted Average Grant Date Fair Value 123.13 $ 225.14 100.16 87.29 153.12 $ Shares 303,304 66,309 77,294 615 291,704 (1) The majority of these shares contain performance-based vesting conditions. At December 31, 2020, $12.7 million. We anticipate recognizing this expense over a weighted average period of 2.9 years. the unamortized compensation expense related to the restricted stock awards 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 77,294 16,813 $ 75,143 12,316 $ 68,149 9,642 $ 2020 2019 2018 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 $ 10,965 $ 10,026 $ 9,151 2020 2019 2018 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. b. 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; or the average of the beginning and ending closing prices of our common stock for such six month period. No more than 956,250 shares of our common stock may be issued under the ESPP. For the two six month offering periods in each of the last three years, our employees purchased the following aggregate number of shares: 2020 2019 2018 10,929 12,716 15,966 The grant date fair value for the most recent ESPP purchase period ended July 31, 2020 was $88.21 per share. Share-based compensation expense related to our ESPP was $0.7 million in 2020, $0.4 million in 2019 and $0.5 million in 2018. 74 Note 7 - Income Taxes 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. We record all excess tax benefits or deficiencies as income tax benefit or expense in the income statement. We recorded excess tax benefits of $28.6 million to our income tax provision in 2020, $23.5 million in 2019 and $15.3 million in 2018. Income before income taxes and equity earnings is attributable to the following jurisdictions (in thousands): United States Foreign Total Year Ended December 31, 2019 $ 304,259 13,215 $ 317,474 2018 $ 278,311 14,682 $ 292,993 2020 $ 428,857 22,817 $ 451,674 The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2019 2018 2020 Current: Federal State and other Total current provision for income taxes $ 67,093 20,680 87,773 $ 35,270 17,168 52,438 $ 39,504 14,609 54,113 Deferred: Federal State and other Total deferred provision for income taxes Provision for income taxes $ (1,298) (1,244) (2,542) 85,231 $ 4,154 (431) 3,723 56,161 $ 4,676 (15) 4,661 58,774 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: Federal statutory rate Change in valuation allowance Stock-based compensation Other, primarily state income tax rate Total effective tax rate Year Ended December 31, 2020 21.00 % (0.22) (6.34) 4.43 18.87 % 2019 2018 21.00 % 0.10 (7.40) 3.99 17.69 % 21.00 % (0.13) (5.23) 4.42 20.06 % 75 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 Interest rate swaps Other Total non-current Less: Valuation allowance Component reclassified for net presentation Total non-current, net Total deferred tax assets Deferred tax liabilities: Trade discounts on purchases Prepaid expenses Leases Intangible assets, primarily goodwill Depreciation Total non-current Component reclassified for net presentation Total non-current, net December 31, 2020 2019 $ 6,110 4,101 50,301 8,730 3,266 3,829 3,023 3,628 82,988 (3,166) (78,542) 1,280 1,280 2,218 3,379 49,004 34,244 17,350 106,195 (78,542) 27,653 $ 5,740 927 42,698 9,245 2,852 4,807 66 2,889 69,224 (4,794) (63,699) 731 731 2,326 2,821 41,418 32,331 17,401 96,297 (63,699) 32,598 Total deferred tax liabilities 27,653 32,598 Net deferred tax liability $ 26,373 $ 31,867 At December 31, 2020, certain of our international subsidiaries had tax loss carryforwards totaling approximately $13.6 million, which expire in various years after 2021. Deferred tax assets related to the tax loss carryforwards of these international subsidiaries were $3.8 million as of December 31, 2020 and $4.8 million as of December 31, 2019. We have recorded a corresponding valuation allowance of $2.9 million and $4.6 million in the respective years. As of December 31, 2020, 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 enacted in December 2017. 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. 76 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 2020 $ 13,582 1,363 2,721 2,113 — $ 15,553 2019 $ 12,179 771 2,354 1,390 332 $ 13,582 2018 $ 9,937 76 3,809 1,603 40 $ 12,179 The total amount of unrecognized tax benefits that, if recognized, would decrease the effective tax rate was $12.3 million at December 31, 2020 and $10.7 million at December 31, 2019. 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 $1.0 million in 2020, $0.6 million in 2019 and $0.2 million in 2018. Accrued interest related to unrecognized tax benefits was approximately $2.7 million at December 31, 2020 and $1.7 million at December 31, 2019. 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 2017. 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 Weighted average shares outstanding: Basic Effect of dilutive securities: Stock options and employee stock purchase plan Diluted Earnings per share: Basic Diluted Year Ended December 31, 2020 2019 2018 $ 366,738 $ 261,575 $ 234,461 40,106 39,833 40,311 759 40,865 1,032 40,865 1,382 41,693 $ $ 9.14 8.97 $ $ 6.57 6.40 $ $ 5.82 5.62 Anti-dilutive stock options excluded from diluted earnings per share computations (1) — — — (1) 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. 77 Note 9 - Commitments and Contingencies Commitments We lease facilities for our corporate and administrative offices, sales centers and centralized shipping locations under operating leases that expire in various years through 2035. Most of our leases contain five-year terms with renewal options that allow us to extend the lease term beyond the initial period, subject to terms agreed upon at lease inception. Based on our leasing practices and contract negotiations, we determined that we are not reasonably certain to exercise the renewal options and, as such, we have not included optional renewal periods in our measurement of operating lease assets, liabilities and expected lease terms. We elected to apply the package of practical expedients available within ASU 2016-02, which is intended to provide some relief to issuers. Electing this option allowed us to retain our existing assessment of whether an arrangement is or contains a lease, is classified as an operating or financing lease and contains initial direct costs. We also elected the practical expedients that allow us to exclude short-term leases from our Consolidated Balance Sheets and to combine lease and non-lease components. For additional discussion of our adoption of this accounting guidance, see Note 1. 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 lease payments over the lease term. To the extent we determine that future obligations related to real estate taxes, insurance and other lease components are variable, we exclude them from the measurement of our operating lease assets and liabilities. Some of our real estate agreements include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The table below presents rent expense associated with facility and vehicle operating leases for the past three years (in thousands): Lease Cost Operating lease cost (1) Variable lease cost Classification Selling and administrative expenses Selling and administrative expenses (1) Includes short-term lease cost, which is not material. 2020 2019 $ 63,141 $ 60,104 $ 57,235 2018 $ 16,700 $ 13,778 $ 12,867 Based on our lease portfolio as of December 31, 2020, the table below sets forth the approximate future lease payments related to operating leases with initial terms of one year or more (in thousands): 2021 2022 2023 2024 2025 Thereafter Total lease payments Less: interest Present value of lease liabilities $ 56,443 52,513 39,890 28,085 19,036 27,748 223,715 15,894 $ 207,821 78 To calculate the present value of our lease liabilities, we determined our incremental borrowing rate based on the effective interest rate on our Credit Facility adjusted for a collateral feature similar to that of our leased properties, as we are unable to derive implicit rates from our existing leases. The table below presents the weighted-average remaining lease term (years) of our operating leases and the weighted-average discount rate used in the above calculation: Lease Term and Discount Rate for Operating Leases 2020 2019 Weighted-average remaining lease term (years) Weighted-average discount rate 5.10 2.99 % 4.57 3.41 % December 31, The table below presents the amount of cash paid for amounts included in the measurement of lease liabilities (in thousands): Year Ended December 31, 2020 2019 Operating cash flows for lease liabilities $ 60,723 $ 56,617 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 We lease corporate and administrative offices from NCC, an entity we have held a 50% ownership interest in since 2005. NCC owns and operates an office building in Covington, Louisiana. We lease corporate and administrative offices from NCC, occupying approximately 60,000 square feet of office space, and we pay rent of $0.1 million per month. Our lease term ends May 2025. The table below presents rent expense associated with this lease for the past three years (in thousands): 2020 2019 2018 NCC $ 1,222 $ 1,222 $ 1,155 79 Note 11 - Employee Benefit Plans We offer a 401(k) savings and retirement plan, which is a defined contribution plan that 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 $ 8,259 $ 7,373 $ 7,239 Deferred compensation plan 160 195 245 2020 2019 2018 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): 2020 2019 Quarter First Second Third Fourth First Second Third Fourth $ 677,288 $ 1,280,846 $ 1,139,229 $ 839,261 $ 597,456 $ 1,121,328 $ 898,500 $ 582,234 189,629 30,912 373,481 157,555 328,698 119,098 239,095 174,631 59,174 32,637 330,314 131,390 257,931 162,050 79,525 18,024 $ $ 0.77 $ 0.75 $ 3.94 $ 3.87 $ 2.97 $ 2.92 $ 1.47 $ 1.45 $ 0.83 $ 0.80 $ 3.30 $ 3.22 $ 1.99 $ 1.95 $ 0.45 0.44 Net sales Gross profit Net income Earnings per share: Basic Diluted 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. 80 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, 2020, 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, 2020, 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. 81 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, 2020. 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, 2020, 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. 82 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Pool Corporation Opinion on Internal Control over Financial Reporting We have audited Pool Corporation’s internal control over financial reporting as of December 31, 2020, 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, 2020, 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, 2020 and 2019, 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, 2020, and the related notes and our report dated February 25, 2021 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 25, 2021 83 Item 9B. Other Information Not applicable. Item 10. Directors, Executive Officers and Corporate Governance PART III. Incorporated by reference to Pool Corporation’s 2021 Proxy Statement to be filed with the SEC. We have 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 11. Executive Compensation Incorporated by reference to Pool Corporation’s 2021 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 2021 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 2021 Proxy Statement to be filed with the SEC. Item 14. Principal Accountant Fees and Services Incorporated by reference to Pool Corporation’s 2021 Proxy Statement to be filed with the SEC. 84 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 47 49 50 51 52 53 54 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. 85 INDEX TO EXHIBITS No. 3.1 3.2 4.1 4.2 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. Description of the Securities of Pool Corporation Registered Under Section 12 of the Securities and Exchange Act of 1934. 10.1 * Amended and Restated SCP Pool Corporation Employee Stock Purchase Plan. Filed/ Furnished with this Form 10-K Incorporated by Reference Form File No. Date Filed 10-Q 000-26640 08/09/2006 8-K 8-K 000-26640 02/08/2019 000-26640 05/19/2006 10-K 000-26640 02/27/2020 8-K 000-26640 05/06/2016 10.2 * Pool Corporation Amended and Restated 2007 Long- 8-K 000-26640 05/06/2016 Term Incentive Plan. 10.3 * Form of Stock Option Agreement for Employees under the Amended and Restated 2007 Long-Term Incentive Plan. 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 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 17, 2003, between SCP Distributors, LLC and A. David Cook. * Employment Agreement, dated December 20, 2016, between SCP Distributors, LLC and Peter D. Arvan. * 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. Trust Agreement by and among SCP Distributors, L.L.C., Superior Pool Products, L.L.C. and Cypress, Inc. and T. Rowe Price Trust Company, 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 03/01/2005 10-K 000-26640 02/24/2017 10-Q 000-26640 04/29/2005 10-Q 000-26640 04/29/2005 10-Q 000-26640 04/29/2005 10.13 * Pool Corporation Executive Officer Annual Incentive 10-K 000-26640 02/27/2019 Plan. No. 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 10.29 10.30 Description 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. as amended by Second Amendment to Amended and Restated Credit Agreement. as amended by Third Amendment to Amended and Restated Credit Agreement. * Pool Corporation Strategic Plan Incentive Program. 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. as amended by Second Amendment to the Receivables Purchase Agreement dated as of June 25, 2014. as amended by Third Amendment to the Receivables Purchase Agreement dated as of October 24, 2014. as amended by Fourth Amendment to the Receivables Purchase Agreement dated as of October 1, 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. as amended by Seventh Amendment to the Receivables Purchase Agreement dated as of August 31, 2017. as amended by Eighth Amendment to the Receivables Purchase Agreement dated as of November 28, 2017. as amended by Ninth Amendment to the Receivables Purchase Agreement dated as of October 31. 2018. as amended by Tenth Amendment to the Receivables Purchase Agreement dated as of November 1, 2019. Performance Undertaking, dated as of October 11, 2013, by and between Pool Corporation and Superior Commerce LLC. Filed/ Furnished with this Form 10-K Incorporated by Reference Form File No. Date Filed 8-K 000-26640 10/02/2017 8-K 000-26640 09/24/2018 10-K 000-26640 02/27/2020 10-K 000-26640 02/27/2020 10-K 8-K 000-26640 02/27/2019 000-26640 10/17/2013 8-K 000-26640 10/17/2013 10-Q 000-26640 07/30/2014 8-K 000-26640 10/28/2014 8-K 000-26640 10/20/2015 8-K 000-26640 10/20/2015 8-K 000-26640 10/31/2016 8-K 000-26640 09/01/2017 8-K 000-26640 11/29/2017 8-K 000-26640 11/02/2018 8-K 000-26640 11/04/2019 8-K 000-26640 10/17/2013 No. 10.31 21.1 23.1 31.1 31.2 32.1 Description Credit Agreement, dated as of December 30, 2019, among Pool Corporation as the Borrower, Certain Subsidiaries of the Borrower Party Hereto, as the Guarantors, and Bank of America, N.A., as the Lender. Subsidiaries of the registrant. Consent of Ernst & Young LLP. Certification by Chief Financial Officer 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 Chief Executive Officer 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 Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 101.INS + Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH + 101.CAL + Inline XBRL Taxonomy Extension Schema Document Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF + Inline XBRL Taxonomy Extension Definition 101.LAB + Linkbase Document Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE + Inline XBRL Taxonomy Extension Presentation 104 + Linkbase Document Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed/ Furnished with this Form 10-K Incorporated by Reference Form File No. Date Filed 8-K 000-26640 01/02/2020 X 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 iXBRL (Inline Extensible Business Reporting Language): 1. 2. Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, December 31, 2019 and Consolidated Statements of Income for the years ended December 31, 2020, December 31, 2019 and December 31, 2018; December 31, 2018; 3. Consolidated Balance Sheets at December 31, 2020 and December 31, 2019; 4. Consolidated Statements of Cash Flows for the years ended December 31, 2020, December 31, 2019 and December 31, 2018; 5. Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2020, December 31, 2019 and December 31, 2018; 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 25, 2021. 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 25, 2021. Signature: Title: /s/ JOHN E. STOKELY John E. Stokely /s/ PETER D. ARVAN Peter D. Arvan /s/ MARK W. JOSLIN Mark W. Joslin /s/ MELANIE M. HOUSEY HART Melanie M. Housey Hart /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 Chairman of the Board and Lead Independent Director President, Chief Executive Officer and Director Senior Vice President and Chief Financial Officer Vice President, Corporate Controller and Chief Accounting Officer Director Director Director Director Director Director Director YY OOOOOFFFFFFFFIIICCCEEEEERRRRRS SS S CCCCCOOOOOMMMMMPPPPAAAAANNNNNYY Y N P OMM C ERRSSS C F FF O NNDDD D RRECCCT T NDDD DIRREE AAAAANNNN A SORRRS SSS RRRR OOOO TT CCC EEE DDDDIII SSSSSSSHHHHHHHAAARRR E L E EEEEERRRRRRR H OOOOOOOLLLDDDDD DE HH L EEHHHHH L AAAAARRRREEEE SS III FFFOORRMMAAAAATTTTTIIIIOOOONNNN N FO MMATIO I F RR N FOORRMMMM OOO FF NNNNNN OFFICERS Peter D. Arvan (1) President and Chief Executive Oﬃcer Mark W. Joslin (1) Senior Vice President and Chief Financial Oﬃcer Jeﬀrey M. Clay (1) President of Horizon Distributors, Inc. David B. Collier (1) Vice President of Operations and Supply Chain A. David Cook (1) Former Group Vice President, Retired March 2021 Melanie M. Housey Hart (1) Vice President, Corporate Controller and Chief Accounting Oﬃcer Todd R. Marshall Chief Information Oﬃcer Jennifer M. Neil (1) Vice President, Secretary and Chief Legal Oﬃcer Robert R. Rankin Vice President and General Manager Kenneth G. St. Romain (1) Group Vice President 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 Peter D. Arvan President and Chief Executive Oﬃcer 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) Retired, Former 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, Director of Owens & Minor, Inc. David G. Whalen (3), (9) Former President and Chief Executive Oﬃcer of A.T. Cross Company 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 Tuesday, May 4, 2021, at 9:00 a.m., Central Time. We are pleased to announce that this year’s Annual Meeting will be a virtual meeting via live webcast on the Internet. Shareholders of record as of March 16, 2021, will be entitled to vote at this meeting. STOCK LISTING Pool Corporation’s common stock is traded on the Nasdaq Global Select Market under the symbol POOL. 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 ANNUAL REPORT 2020 EXCEPTIONAL VALUE RETURN OPPORTUNITIES 109 Northpark Blvd | Covington, LA 70433 985.892.5521 www.poolcorp.com

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