UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20172018
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

poolcorplogoa15.jpg 
POOL CORPORATION
(Exact name of registrant as specified in its charter)
   
Delaware 36-3943363
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
109 Northpark Boulevard,
Covington, Louisiana
 
 
70433-5001
(Address of principal executive offices) (Zip Code)
 
985-892-5521
(Registrant’s telephone number, including area code)

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.    YESYes x    NONo o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YESYes x    NONo o

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 x
Accelerated filer o
  
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o
  
Emerging growth company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     YESYes o    NONo x

As of October 26, 2017,25, 2018, there were 40,166,80040,263,296 shares of common stock outstanding.



POOL CORPORATION
Form 10-Q
For the Quarter Ended September 30, 20172018

TABLE OF CONTENTS

    
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PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
POOL CORPORATION
Consolidated Statements of Income
(Unaudited)
(In thousands, except per share data) 
Three Months Ended Nine Months EndedThree Months Ended Nine Months Ended
September 30, September 30,September 30, September 30,
2017 2016 2017 20162018 2017 2018 2017
Net sales$743,401
 $691,429
 $2,278,005
 $2,125,568
$811,311
 $743,401
 $2,455,015
 $2,278,005
Cost of sales526,795
 491,878
 1,618,114
 1,512,258
576,308
 526,795
 1,745,283
 1,618,114
Gross profit216,606
 199,551
 659,891
 613,310
235,003
 216,606

709,732

659,891
Selling and administrative expenses134,678
 125,385
 392,779
 367,194
142,666
 134,678
 421,812
 392,779
Operating income81,928
 74,166
 267,112
 246,116
92,337
 81,928

287,920

267,112
Interest and other non-operating expenses, net4,009
 2,989
 11,608
 9,954
4,931
 4,009
 14,449
 11,608
Income before income taxes and equity earnings77,919
 71,177
 255,504
 236,162
87,406
 77,919

273,471

255,504
Provision for income taxes29,179
 26,807
 89,951
 90,244
Income tax provision18,206
 29,179
 55,989
 89,951
Equity earnings in unconsolidated investments, net43
 51
 121
 113
61
 43
 167
 121
Net income48,783
 44,421
 165,674
 146,031
69,261
 48,783

217,649

165,674
Net loss attributable to noncontrolling interest
 113
 294
 309

 
 
 294
Net income attributable to Pool Corporation$48,783
 $44,534
 $165,968
 $146,340
$69,261
 $48,783

$217,649

$165,968
              
Earnings per share:              
Basic$1.20
 $1.06
 $4.04
 $3.48
$1.71
 $1.20
 $5.39
 $4.04
Diluted$1.16
 $1.03
 $3.89
 $3.39
$1.66
 $1.16
 $5.20
 $3.89
Weighted average shares outstanding:              
Basic40,659
 42,020
 41,065
 42,092
40,422
 40,659
 40,416
 41,065
Diluted42,207
 43,119
 42,691
 43,201
41,797
 42,207
 41,831
 42,691
              
Cash dividends declared per common share$0.37
 $0.31
 $1.05
 $0.88
$0.45
 $0.37
 $1.27
 $1.05

The accompanying Notes are an integral part of the Consolidated Financial Statements.


POOL CORPORATION
Consolidated Statements of Comprehensive Income
(Unaudited)
(In thousands)
Three Months Ended Nine Months EndedThree Months Ended Nine Months Ended
September 30, September 30,September 30, September 30,
2017 2016 2017 20162018 2017 2018 2017
Net income$48,783
 $44,421
 $165,674
 $146,031
$69,261
 $48,783
 $217,649
 $165,674
Other comprehensive income (loss):              
Foreign currency translation adjustments1,842
 96
 6,432
 1,367
690
 1,842
 (2,188) 6,432
Change in unrealized gains and losses on interest rate swaps,
net of change in taxes of $(181), $(400), $(432) and $882
283
 625
 675
 (1,379)
Change in unrealized gains and losses on interest rate swaps, net of change in taxes of $(177), $(181), $(636) and $(432)530
 283
 1,908
 675
Total other comprehensive income (loss)2,125
 721
 7,107
 (12)1,220
 2,125

(280)
7,107
Comprehensive income50,908
 45,142
 172,781
 146,019
70,481
 50,908

217,369

172,781
Comprehensive loss attributable to noncontrolling interest
 45
 74
 198

 
 
 74
Comprehensive income attributable to Pool Corporation$50,908
 $45,187
 $172,855
 $146,217
$70,481
 $50,908

$217,369

$172,855

The accompanying Notes are an integral part of the Consolidated Financial Statements.











POOL CORPORATION
Consolidated Balance Sheets
(In thousands, except share data)
 September 30, September 30, December 31, September 30, September 30, December 31,
 2017 2016 
2016 (1)
 2018 2017 
2017 (1)
 (Unaudited) (Unaudited)   (Unaudited) (Unaudited)  
Assets            
Current assets:            
Cash and cash equivalents $36,398
 $30,292
 $21,956
 $35,693
 $36,398
 $29,940
Receivables, net 90,142
 81,072
 61,437
 90,775
 90,142
 76,597
Receivables pledged under receivables facility 172,654
 152,333
 104,714
 196,998
 172,654
 119,668
Product inventories, net 484,287
 455,156
 486,116
 609,983
 484,287
 536,474
Prepaid expenses and other current assets 14,832
 12,084
 15,318
 19,457
 14,832
 19,569
Deferred income taxes 
 5,288
 6,016
Total current assets 798,313
 736,225
 695,557
 952,906
 798,313
 782,248
            
Property and equipment, net 103,880
 84,643
 83,290
 109,942
 103,880
 100,939
Goodwill 189,024
 185,486
 184,795
 189,029
 189,024
 189,435
Other intangible assets, net 13,206
 13,645
 13,326
 12,305
 13,206
 13,223
Equity interest investments 1,168
 1,152
 1,172
 1,163
 1,168
 1,127
Other assets 16,333
 16,370
 15,955
 18,413
 16,333
 14,090
Total assets $1,121,924
 $1,037,521
 $994,095
 $1,283,758
 $1,121,924
 $1,101,062
            
Liabilities, redeemable noncontrolling interest and stockholders’ equity      
Liabilities and stockholders’ equity      
Current liabilities:      
      
Accounts payable $209,062
 $199,922
 $230,728
 $204,706
 $209,062
 $245,249
Accrued expenses and other current liabilities 87,887
 126,654
 64,387
 75,639
 87,887
 65,482
Short-term borrowings and current portion of long-term debt and other long-term liabilities 8,609
 1,298
 1,105
Short-term borrowings and current portion of long-term debt 9,343
 8,609
 10,835
Total current liabilities 305,558
 327,874
 296,220
 289,688
 305,558
 321,566
            
Deferred income taxes 27,244
 28,359
 34,475
 24,802
 27,244
 24,585
Long-term debt, net 555,964
 388,891
 436,937
 571,360
 555,964
 508,815
Other long-term liabilities 22,614
 17,945
 18,966
 25,170
 22,614
 22,950
Total liabilities 911,380
 763,069
 786,598
 911,020
 911,380
 877,916
            
Redeemable noncontrolling interest 
 2,467
 2,287
      
Stockholders’ equity:            
Common stock, $0.001 par value; 100,000,000 shares authorized;
40,122,935, 41,711,888 and 41,089,720 shares issued and
outstanding at September 30, 2017, September 30, 2016 and
December 31, 2016, respectively
 40
 42
 41
Common stock, $0.001 par value; 100,000,000 shares authorized;
40,479,584, 40,122,935 and 40,212,477 shares issued and
outstanding at September 30, 2018, September 30, 2017 and
December 31, 2017, respectively
 40
 40
 40
Additional paid-in capital 420,946
 399,071
 403,162
 449,276
 420,946
 426,750
Retained deficit (202,693) (113,276) (183,915) (68,943) (202,693) (196,316)
Accumulated other comprehensive loss (7,749) (13,852) (14,078) (7,635) (7,749) (7,328)
Total stockholders’ equity 210,544
 271,985
 205,210
 372,738
 210,544
 223,146
Total liabilities, redeemable noncontrolling interest and stockholders’ equity $1,121,924
 $1,037,521
 $994,095
Total liabilities and stockholders’ equity $1,283,758
 $1,121,924
 $1,101,062
(1)  Derived from audited financial statements.
The accompanying Notes are an integral part of the Consolidated Financial Statements.


POOL CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
 Nine Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2018 2017
Operating activities        
Net income $165,674
 $146,031
 $217,649
 $165,674
Adjustments to reconcile net income to cash provided by operating activities:    
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation 17,947
 15,020
 19,499
 17,947
Amortization 1,132
 1,288
 1,408
 1,132
Share-based compensation 9,496
 7,373
 9,793
 9,496
Excess tax benefits from share-based compensation 
 (6,582)
Equity earnings in unconsolidated investments, net (121) (113) (167) (121)
Other 1,074
 3,799
 3,584
 1,074
Changes in operating assets and liabilities, net of effects of acquisitions:        
Receivables (90,204) (71,936) (93,911) (90,204)
Product inventories 9,057
 23,624
 (80,142) 9,057
Prepaid expenses and other assets (1,523) (1,094) 143
 (1,523)
Accounts payable (27,328) (49,479) (40,143) (27,328)
Accrued expenses and other current liabilities 26,816
 75,239
 13,547
 26,816
Net cash provided by operating activities 112,020
 143,170
 51,260
 112,020
        
Investing activities        
Acquisition of businesses, net of cash acquired (6,879) (19,314) (578) (6,879)
Purchase of property and equipment, net of sale proceeds (37,709) (30,388)
Payments to fund credit agreement 
 (3,852)
Collections from credit agreement
 3,300
Purchases of property and equipment, net of sale proceeds (27,976) (37,709)
Other investments, net 4
 21
 
 4
Net cash used in investing activities (44,584) (50,233) (28,554) (44,584)
        
Financing activities        
Proceeds from revolving line of credit 918,338
 873,854
 820,967
 918,338
Payments on revolving line of credit (857,609) (866,801) (813,996) (857,609)
Proceeds from asset-backed financing 156,600
 145,000
 193,400
 156,600
Payments on asset-backed financing (97,800) (90,000) (138,400) (97,800)
Proceeds from short-term borrowings, long-term debt and other long-term liabilities 25,001
 15,705
Payments on short-term borrowings, long-term debt and other long-term liabilities (17,497) (16,107)
Proceeds from short-term borrowings and current portion of long-term debt 16,118
 25,001
Payments on short-term borrowings and current portion of long-term debt (17,610) (17,497)
Payments of deferred and contingent acquisition consideration (199) 
 (265) (199)
Payments of deferred financing costs (909) 
 (8) (909)
Purchase of redeemable noncontrolling interest (2,573) 
 
 (2,573)
Excess tax benefits from share-based compensation 
 6,582
Proceeds from stock issued under share-based compensation plans 8,647
 10,978
 12,732
 8,647
Payments of cash dividends (43,165) (37,007) (51,371) (43,165)
Purchases of treasury stock (141,580) (117,901) (38,906) (141,580)
Net cash used in financing activities (52,746) (75,697) (17,339) (52,746)
Effect of exchange rate changes on cash and cash equivalents (248) (185) 386
 (248)
Change in cash and cash equivalents 14,442
 17,055
 5,753
 14,442
Cash and cash equivalents at beginning of period 21,956
 13,237
 29,940
 21,956
Cash and cash equivalents at end of period $36,398
 $30,292
 $35,693
 $36,398

The accompanying Notes are an integral part of the Consolidated Financial Statements.


POOL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 – Summary of Significant Accounting Policies

Pool Corporation (the Company, which may be referred to as we, us or our) prepared the unaudited interim Consolidated Financial Statements following U.S. generally accepted accounting principles (GAAP) and the requirements of the Securities and Exchange Commission (SEC) for interim financial information. As permitted under those rules, we have condensed or omitted certain footnotes and other financial information required for complete financial statements.  

ThroughAll of our subsidiaries are wholly owned. From July 31, 2014 to June 29, 2017, we owned a 60% interest in Pool Systems Pty. Ltd. (PSL), an Australian company. Our ownership percentage constituted a controlling interest in the acquired company, which required us to consolidate PSL’s financial position and results of operations from the date of acquisition. On June 29, 2017, we purchased the remaining 40% interest in PSL. Thus, we will continuehave continued to consolidate PSL, but there willis no longer be a separate noncontrolling interest reported on our Consolidated Statements of Income, nor Redeemable noncontrolling interest reported on our Consolidated Balance Sheets. Please see Note 6 - Redeemable Noncontrolling Interest for additional information regarding this transaction.

The Consolidated Financial Statements include all normal and recurring adjustments that are necessary for a fair presentation of our financial position and operating results. All significant intercompany accounts and intercompany transactions have been eliminated.

A description of our significant accounting policies is included in our 20162017 Annual Report on Form 10-K. You should read the interim Consolidated Financial Statements in conjunction with the Consolidated Financial Statements and accompanying notes in our 2017 Annual Report.Report on Form 10-K.  The results for our three and nine month periods ended September 30, 20172018 are not necessarily indicative of the expected results for our fiscal year ending December 31, 2017.2018.

Variable Interest EntityNewly Adopted Accounting Pronouncements

In February 2015,On January 1, 2018, we entered into a five-year credit agreementadopted Accounting Standards Update (ASU) 2014-09, Revenue - Revenue from Contracts with a swimming pool retailer. Under this agreementCustomers, and all the related revolving note,amendments, which are also codified into Accounting Standards Codification (ASC) 606. We elected to adopt this guidance using the modified retrospective method. The adoption of this standard did not have a material impact on our financial position or results of operations. We did not restate prior period information for the effects of the new standard, nor did we areadjust the primary lenderopening balance of operating fundsour retained deficit to account for the implementation of the new requirements of this entity. The total lending commitmentstandard. We do not expect the adoption of this guidance to have a material effect on our results of operations in future periods.

Under the new standard, we recognize a sale when a customer obtains control of the product, and we record the amount that reflects the consideration we expect to receive in exchange for such product. As under the previous accounting guidance, we continue to recognize a sale when a customer picks up product at any sales center, when we deliver product to their premises or job sites via our trucks or when we present the product to a third-party carrier. For bill and hold sales, we determine when the customer obtains control of the product on a case-by-case basis to determine the amount of revenue to defer each period.

Our adoption of this guidance also resulted in balance sheet reclassifications for recording our estimate of customer returns. ASC 606 requires the recognition of a current liability for the gross amount of estimated returns and a current asset for the cost of the related products. This change did not have a material impact on our Consolidated Balance Sheet as of September 30, 2018.

On January 1, 2018, we adopted ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The new guidance specifies how cash flows should be classified for debt prepayment or extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds for the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance, distributions from equity method investees and beneficial interests in securitization transactions. Our adoption of ASU 2016-15 had no impact on our statement of cash flows as our previous classifications related to contingent consideration payments and distributions from equity method investees is consistent with the requirements of ASU 2016-15.




Revenue Recognition

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. Customers may obtain our products by picking them up at any sales center location or through delivery to their premises or job sites by our trucks or third-party carriers. For customer pick-ups or deliveries by our trucks, control passes when our customers receive our products. For third-party deliveries, control passes when we present our products to the third-party carriers. We include shipping and handling fees billed to customers as freight out income within net sales.

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 agreement is $8.5 million,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 is fully funded. to allocate the transaction price. We elected to continue to recognize shipping and handling costs associated with outbound freight in selling and administrative expenses.

We report sales net of tax amounts that we collect from our customers and remit to governmental authorities. These tax amounts may include, but are not limited to, sales, use, value-added and some excise taxes.

Income Taxes

Both the Tax Cuts and Jobs Act (the Act), enacted by Congress in December 2017, and ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which we adopted on January 1, 2017, impacted our provision for income taxes by substantially reducing our income tax rate in the first nine months of 2018 compared to the first nine months of 2017.

As of September 30, 2017, the estimated realizable amount under the credit agreement is recorded within Other assets on2018, we have not completed our Consolidated Balance Sheets and is collateralized by essentiallyaccounting for all of the assetstax effects of the business.Act. We filed our federal income tax return in the third quarter of 2018, and our return to provision adjustment, which addresses the provisional tax benefit we recorded under Staff Accounting Bulletin (SAB) 118 at December 31, 2017, was not material. We have a variable interest in this entity; however, we have no decision-making authority over its activities through voting or other rights. Additionally, we have no obligation to absorb any of its losses, nor do we have the right to receive any residual returns, should either occur. We are not considered the primary beneficiaryimpact of this variable interest entity,the statutory changes from the Act on our estimated effective tax rate for 2018, including reasonable estimates of those provisions effective for the 2018 tax year. The Act also created a new requirement that certain income earned by foreign subsidiaries, global intangible low-taxed income (GILTI), be included in the gross income of their U.S. shareholder. Entities may make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or recognize such taxes as a current-period expense when incurred. We elected to treat the tax effect of GILTI as a current-period expense when incurred.

We reduce federal and thereforestate 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 not requiredexercised or restrictions on awards lapse. We recorded excess tax benefits of $13.9 million in the first nine months of 2018 compared to consolidate this entity’s financial statements.$7.7 million in the same period of 2017.

Retained Deficit

We account for the retirement of treasury shares as a reduction of retained earnings (deficit). As of September 30, 2017,2018, the Retained deficit on our Consolidated Balance Sheets 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 $1,234.9$1,278.2 million and cumulative dividends of $410.9$477.1 million.

Newly Adopted Accounting Pronouncements

Effective January 1, 2017, we adopted Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, on a prospective basis and as such, our prior year presentation has not changed. The provisions of this update simplify many key aspects of the accounting for and cash flow presentation of employee share-based compensation transactions, including accounting for income taxes, forfeitures, and statutory withholding requirements. In accordance with the new guidance, we now record all excess tax benefits or tax deficiencies as a component of our Provision for income taxes on our Consolidated Statements of Income. As a result of the adoption, we recognized $7.7 million of excess tax benefits in the first nine months of 2017, which reduced our Provision for income taxes and positively impacted our Net income. Historically, these amounts were recorded as Additional paid in capital in stockholders’ equity on our Consolidated Balance Sheets. Additionally, we now present excess tax benefits or deficiencies as operating cash flows versus reclassifying the amount out of operating cash flows and presenting it in financing activities on the Condensed Consolidated Statements of Cash Flows.



Additional amendments from this guidance related to forfeitures and minimum statutory withholding tax requirements had no impact to our financial position, results of operations or cash flows. As permitted, we continue to estimate forfeitures to determine the amount of compensation cost to be recognized each period rather than electing to account for forfeitures as they occur, and we continue to present the value of shares withheld for minimum statutory tax withholding requirements on the Condensed Consolidated Statements of Cash Flows as a financing activity. Another impact of the adoption is that the calculation of the effect of dilutive securities now excludes any derived excess tax benefits or deficiencies from assumed future proceeds, resulting in an increase in diluted weighted average shares outstanding of approximately 550,000 shares for the nine month period ended September 30, 2017.Accumulated Other Comprehensive Loss

Effective January 1, 2017, we adopted ASU 2015-17, Balance Sheet ClassificationThe table below presents the components of Deferred Taxes, which requires we classify all deferred tax assets and liabilities as noncurrent on theour Accumulated other comprehensive loss balance sheet rather than separately presenting net deferred tax assets or liabilities as current or noncurrent. Additionally, we no longer allocate valuation allowances between current and noncurrent deferred tax assets because those allowances are also now classified as noncurrent. As permitted, we elected to adopt this guidance on a prospective basis and as such, our prior year presentation has not changed. The adoption of ASU 2015-17 did not have a material impact on our financial position, results of operations and related disclosures.(in thousands):

In January 2017, we adopted ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires that we measure inventory at the lower of cost or net realizable value rather than at the lower of cost or market. Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. The adoption of ASU 2015-11 did not have a material impact on our financial position, results of operations and related disclosures.
 September 30, December 31,
 2018 2017 2017
Foreign currency translation adjustments$(9,692) $(7,370) $(7,478)
Unrealized gains (losses) on interest rate swaps, net of tax (1)
2,057
 (379) 150
Accumulated other comprehensive loss$(7,635) $(7,749) $(7,328)

(1)
In February 2018, the Financial Accounting Standards Board (FASB) issued guidance that allows entities the option to reclassify the tax effects related to items in accumulated other comprehensive income (loss) to retained earnings (deficit) if deemed to be stranded in accumulated other comprehensive income (loss) due to U.S. tax reform. We do not have any material amounts stranded in Accumulated other comprehensive loss as a result of U.S. tax reform.
In January 2017, we adopted ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of ASU 2015-16 did not have a material impact on our financial position, results of operations and related disclosures.







Recent Accounting Pronouncements Pending Adoption
The following table summarizes the recent accounting pronouncements that we plan to adopt in future periods:
StandardDescriptionEffective DateEffect on Financial Statements and Other Significant Matters
ASU 2016-02, Leases
Requires lessees to record most leases on their balance sheets but recognize expenses in a manner similar to current guidance. The guidance is required to be applied using a modified retrospective approach.Annual periods beginning after December 15, 2018We believe the adoption of ASU 2016-02 will significantly increase assets and liabilities on our Consolidated Balance Sheets as we record a right-of-use asset and corresponding liability for each of our existing operating leases. We are currently testing all of the information we have gathered to properly account for the leases under the new standard and to quantify the balance sheet impacts. We are also implementing the related process changes and testing internal controls. Based on our current lease portfolio, we do not expect a material impact on our results of operations and cash flows. Upon adoption, we expect to apply the package of practical expedients available within the new standard, which is intended to provide some relief to issuers. We will also have expanded disclosures upon adoption of this new accounting pronouncement.


StandardDescriptionEffective DateEffect on Financial Statements and Other Significant Matters
ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities
Eliminates the requirement to separately measure and report hedge ineffectiveness. For qualifying cash flow and net investment hedges, the change in the fair value of the hedging instrument will be recorded in Other Comprehensive Income (OCI), and amounts deferred in OCI will be reclassified to earnings in the same income statement line item that is used to present the earnings effect of the hedged item.Annual periods beginning after December 15, 2018
We are currently evaluating the effect this will have on our financial position, results of operations and related disclosures.


ASU 2016-13, Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments
Changes the way companies evaluate credit losses for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit quality by year of origination for most financing receivables. The guidance must be applied using a cumulative-effect transition method.Annual periods beginning after December 15, 2019We are currently evaluating the effect this will have on our financial position, results of operations and related disclosures.
ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment
Eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (commonly referred to as Step 2 under the current guidance). Rather, the measurement of a goodwill impairment charge will be based on the excess of a reporting unit’s carrying value over its fair value (Step 1 under the current guidance). This guidance should be applied prospectively.Annual and interim impairment tests performed in periods beginning after December 15, 2019We are currently evaluating the effect this will have on our financial position, results of operations and related disclosures.

Note 2 – Earnings Per Share

We calculate basic earnings per share (EPS) by dividing Net income attributable to Pool Corporation by the weighted average number of common shares outstanding.  We include outstanding unvested restricted stock awards of our common stock in the basic weighted average share calculation.  Diluted EPS reflects the dilutive effects of potentially dilutive securities, which include in-the-money outstanding stock options and shares to be purchased under our employee stock purchase plan. Using the treasury stock method, the effect of dilutive securities includes these additional shares of common stock that would have been outstanding based on the assumption that these potentially dilutive securities had been issued. As discussed in Note 1, as a result of the adoption of ASU 2016-09, the calculation of the effect of dilutive securities now excludes any derived excess tax benefits or deficiencies from assumed future proceeds, resulting in an increase in diluted weighted average shares outstanding for the three and nine months ended September 30, 2017.

Stock options with exercise prices that are higher than the average market prices of our common stock for the periods presented are excluded from the diluted EPS calculation because the effect is anti-dilutive.



The table below presents the computation of EPS, including the reconciliation of basic and diluted weighted average shares outstanding (in thousands, except EPS):

 Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
 September 30, September 30, September 30, September 30,
 2017 2016 2017 2016 2018 2017 2018 2017
Net income $48,783
 $44,421
 $165,674
 $146,031
 $69,261
 $48,783
 $217,649
 $165,674
Net loss attributable to noncontrolling interest 
 113
 294
 309
 
 
 
 294
Net income attributable to Pool Corporation $48,783
 $44,534
 $165,968
 $146,340
 $69,261
 $48,783

$217,649

$165,968
                
Weighted average shares outstanding:                
Basic 40,659
 42,020
 41,065
 42,092
 40,422
 40,659
 40,416
 41,065
Effect of dilutive securities:                
Stock options and employee stock purchase plan 1,548
 1,099
 1,626
 1,109
 1,375
 1,548
 1,415
 1,626
Diluted 42,207
 43,119
 42,691
 43,201
 41,797
 42,207

41,831

42,691
                
Earnings per share:                
Basic $1.20
 $1.06
 $4.04
 $3.48
 $1.71
 $1.20

$5.39

$4.04
Diluted $1.16
 $1.03
 $3.89
 $3.39
 $1.66
 $1.16

$5.20

$3.89
                
Anti-dilutive stock options excluded from diluted earnings per share computations 108
 1
 108
 1
 
 108
 
 108



Note 3 – Acquisitions

On July 4, 2017,In January 2018, we acquired New Star HoldingsTore Pty. Ltd. (doing business as Newline Pool Products)Power), a wholesale distributor of pool and spa equipment in South Australia, with one distribution center in Adelaide, Australia.

In December 2017, we acquired the distribution assets of Chem Quip, Inc. (Chem Quip), a wholesale distributor of residential and commercial swimming pool equipment, chemicals and supplies, with five distribution locations in central and northern California.

In December 2017, we acquired Kripsol Intermark Malaga S.L. (Intermark), a swimming pool equipment and supplies distributor, with one distribution centerlocation in Brisbane, Australia.southern Spain.

On April 28,In October 2017, we acquired the distribution assets of Lincoln Equipment, Inc. (Lincoln Aquatics),E-Grupa, a national distributor ofswimming pool equipment and supplies to commercial and institutional swimming pool customers,distributor, with two locationsone location in California.Croatia.

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.operations, either individually or in the aggregate.

OnIn July 2017, we acquired New Star Holdings Pty. Ltd. (doing business as Newline Pool Products), a swimming pool equipment and supplies distributor, with one distribution center in Brisbane, Australia.

In April 1, 2016,2017, we acquired the distribution assets of Metro Irrigation Supply Company Ltd.Lincoln Equipment, Inc. (doing business as Lincoln Aquatics), an irrigationa national distributor of equipment and landscape supply companysupplies to commercial and institutional swimming pool customers, with eight locationsone location in Texas.California.

We have completed our acquisition accounting for this acquisition. This acquisitionthese acquisitions. These acquisitions did not have a material impact on our financial position or results of operations.operations, either individually or in the aggregate.




Note 4 – Fair Value Measurements and Interest Rate Swaps

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 1Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2Inputs 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 3Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The table below presents the estimated fair values of our interest rate swap contracts, our forward-starting interest rate swap contractscontract and our contingent consideration liabilities (in thousands):
 Fair Value at September 30, Fair Value at September 30,
 2017 2016 2018 2017
Level 2        
Unrealized gains on interest rate swaps $1,201
 $32
 $3,542
 $1,201
Unrealized losses on interest rate swaps 1,791
 6,174
 
 1,791
        
Level 3        
Contingent consideration liabilities $1,924
 $1,626
 $1,431
 $1,924

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 unsecured syndicated senior credit facility (the Credit Facility). 

For determining the fair value of our 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. 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.

We recognize any differences between the variable interest rate payments and the fixed interest rate settlements from our swap counterparties as an adjustment to interest expense over the life of the swaps.  We designated these swaps as cash flow hedges, and to the extent effective we record the changes in the estimated fair value of the swaps to Accumulated other comprehensive loss on our Consolidated Balance Sheets.  To the extent our interest rate swaps are determined to be ineffective, we recognize the changes in the estimated fair value of our swaps in earnings.

We currently have three interest rate swap contracts in place, which became effective on October 19, 2016. These swaps were previously forward-starting contracts that were amended in October 2015 to bring the fixed rates per our forward-starting contracts in line with current market rates and extend the hedged period for future interest payments on our Credit Facility. As amended, these swap contracts terminate on November 20, 2019. In the first nine months of 2017,2018, we recognized a benefit of $1.3$1.5 million as a result of our determination of ineffectiveness for the period. These amounts were recorded in Interest and other non-operating expenses, net on our Consolidated Statements of Income.



The following table provides additional details related to each of these amended swap contracts:

Derivative Amendment Date 
Notional
Amount
(in millions)
 
Fixed
Interest
Rate
Interest rate swap 1 October 1, 2015 $75.0 2.273%
Interest rate swap 2 October 1, 2015 $25.0 2.111%
Interest rate swap 3 October 1, 2015 $50.0 2.111%

Upon amendment of the original hedge agreements, we were required to freeze the amounts related to the changes in the fair values of these swaps, which are recordedswap contracts in Accumulated other comprehensive loss. AtOn September 30, 2017, the remaining balance of the unrealized losses was $1.9 million and is being amortized over the effective period of the original forward-starting interest rate swap contracts from October 2016 to September 2018.2018, these balances became fully amortized. In the first nine months of 2017,2018, we recorded expense of $1.4 million as amortization of the unrealized loss in Interest and other non-operating expenses, net.

For the three interest rate swap contracts in effect at September 30, 2017,2018, 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 loss on the Consolidated Balance Sheets to Interest and other non-operating expenses, net on the Consolidated Statements of Income. These amounts were not material in the three and nine month periods ended September 30, 20172018 and September 30, 2016.2017.

In July 2016, we entered into an additional forward-starting interest rate swap contract to extend the hedged period for future interest payments on our Credit Facility to its maturity date at that time. This swap contract will convert the variable interest rate to a fixed interest rate on borrowings under the Credit Facility. This contract becomes effective on November 20, 2019 and terminates on November 20, 2020. The following table provides additional details related to this swap contract:
Derivative Inception Date Notional
Amount
(in millions)
 Fixed
Interest
Rate
Forward-starting interest rate swap 1 July 6, 2016 $150.0 1.1425%



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.

Our interest rate swap and forward-starting interest rate swap contracts are subject to master netting arrangements. According to our accounting policy, we do not offset the fair values of assets with the fair values of liabilities related to these contracts.

Contingent Consideration Liabilities

As of September 30, 2017,2018, our Consolidated Balance Sheets reflected $0.7$0.6 million in Accrued expenses and other current liabilities and $1.2$0.8 million in Other long-term liabilities for contingent consideration related to future payouts for our acquisitions of The Melton Corporation (Melton), which we acquired in November 2015, Metro Irrigation Supply Company Ltd. and Newline Pool Products. In determining our original estimates for contingent consideration,(Metro), which are based on a percentage of gross profit for certain products for The Melton Corporation and a multiple of gross profit for Metro Irrigation Supply Company Ltd., we applied a linear model using our best estimate of gross profit projections for fiscal yearsacquired in April 2016, to 2020. The payout for Newline Pool Products is based on a multiple of earnings for the first fiscal year of the acquisition. We based our estimate for the Newline payout on projected operating results for that year. All of our estimates of contingent consideration use Level 3 inputs as defined in the accounting guidance. The maximum total payouts for Metro Irrigation Supply Company Ltd. and Newline Pool Products over the related time periods are $1.0 million and AU$0.5 million, respectively.(Newline), which we acquired in July 2017.

In the first nine months of 2017,2018, we paid approximately $0.2 million in contingent consideration to The Melton Corporation based on 20162017 results. Since the acquisition dates, we have recorded minimalimmaterial adjustments to our original estimates based on the calculated 2017 and 2018 payouts related to the respective fiscal year ended December 31, 2016.years and estimated future payouts considering results through September 2018. Adjustments to the fair value of contingent consideration are recognized in earnings in the period in which we determine that the fair value changed. As of September 30, 2017,2018, we have determined that the contingent consideration liability was in a range of acceptable estimates for all applicable fiscal periods.



Other

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 the note receivable with our variable interest entity, our determination of the estimated fair value reflects a discounted cash flow model using our estimates, including assumptions related to collectibility (Level 3 inputs). The carrying value of this note receivable, including adjustments, approximates fair value. The carrying value of long-term debt approximates fair value.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).


Note 5 – Debt

The table below presents the components of our debt (in thousands):

  September 30,
  2017 2016
Variable rate debt    
Short-term borrowings $
 $
Current portion of long-term debt:    
Australian credit facility 8,609
 1,298
Short-term borrowings and current portion of long-term debt and other long-term liabilities 8,609
 1,298
     
Long-term portion:    
Revolving credit facility 415,277
 280,068
Receivables securitization facility 142,300
 110,000
Less: financing costs, net 1,613
 1,177
Long-term debt, net 555,964
 388,891
Total debt  $564,573
 $390,189



Revolving Credit Facility

On September 29, 2017, we entered into the Amended and Restated Credit Agreement (the Agreement) among us, 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 and Administrative Agent, and certain other joint lead arrangers, syndication agents and lenders. The Agreement amends and restates our existing unsecured syndicated senior credit facility (the Credit Facility) principally in the following ways:

extends the maturity date to September 29, 2022;
increases the borrowing capacity to $750.0 million from $465.0 million; and
provides other changes to interest rates, fees and negative covenants as outlined below.

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.
  September 30,
  2018 2017
Variable rate debt    
Short-term borrowings $321
 $
Current portion of long-term debt:    
Australian credit facility 9,022
 8,609
Short-term borrowings and current portion of long-term debt 9,343
 8,609
     
Long-term portion:    
Revolving credit facility 417,410
 415,277
Receivables securitization facility 155,000
 142,300
Less: financing costs, net 1,050
 1,613
Long-term debt, net 571,360
 555,964
Total debt  $580,703
 $564,573

Our obligations under the Credit Facility are guaranteed by certain of our subsidiaries. The Credit Facility also contains affirmative and negative covenants and events of default customary for transactions of this type. If we default under the Credit Facility, the lenders may terminate their commitments and may require us to repay all amounts.

Revolving borrowings under the Credit Facility bear interest, at our option, at either of the following and, in each case, plus an applicable margin:

a.a base rate, which is the highest of (i) the Wells Fargo Bank, National Association prime rate, (ii) the Federal Funds Rate plus 0.500% and (iii) the London Interbank Offered Rate (LIBOR) Market Index Rate plus 1.000%; or
b.LIBOR.

Borrowings by the Canadian Borrower bear interest, at the Canadian Borrower’s option, at either of the following and, in each case, plus an applicable margin:

a.a base rate, which is the greatest of (i) the Canadian Reference Bank prime rate and (ii) the annual rate of interest equal to the sum of the Canadian Dealer Offered Rate (CDOR) plus 1.000%; or
b.CDOR.

Borrowings by the Dutch Borrower bear interest at LIBOR plus an applicable margin.

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 annualaccounts receivable securitization facility fee ranging from 0.100% to 0.200%, depending on our leverage ratio.

Receivables Securitization Facility

The Receivables 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 partythird-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 third party financial institutions.

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 partythird-party financial institutions. We classify the entire outstanding balance as Long-term debt net on our Consolidated Balance Sheets as we intend and have the ability to refinance the obligations on a long-termlong‑term basis. We present the receivables that collateralize the cash proceeds separately as Receivables pledged under receivables facility on our Consolidated Balance Sheets.



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 the 3-month Euro Interbank Offered Rate (EURIBOR), plus a fixed margin. The facility has a seasonal maximum borrowing capacity of €12.0 million. We are required to pay a commitment fee, which is based on the borrowing capacity schedule. We pay this fee annually, in advance.

Australian Credit Facility

In the second quarter of 2017, PSL entered into a new credit facility, which provides a borrowing capacity of AU$20.0 million, to fund expansion and supplement working capital needs. The facility balance at September 30, 2017 includes borrowings to fund the Newline Pool Products acquisition and the purchase of the noncontrolling interest.



Note 6 – Redeemable Noncontrolling Interest

As discussed in Note 1 - Summary of Significant Accounting Policies, in July 2014, we purchased a controlling interest in PSL. Included in the transaction documents was a put/call option deed that granted us an option to purchase the shares held by the noncontrolling interest, and granted the holder of the noncontrolling interest an option to require us to purchase its shares in one or two transactions. The put/call option deed in this transaction was considered an equity contract and therefore a financial instrument under the accounting guidance. In applying the guidance for this transaction, we determined that the financial instrument was embedded in the noncontrolling interest. As a public company, we were required to classify the noncontrolling interest and the embedded financial instrument as redeemable noncontrolling interest in a separate section of our Consolidated Balance Sheets, between liabilities and equity.

On June 29, 2017, we purchased the remaining 40% interest in PSL. The actual redemption value exceeded the carrying amount, and we recorded an adjustment to Additional paid in capital as there were no retained earnings attributable to the noncontrolling interest.

The table below presents the changes in Redeemable noncontrolling interest (in thousands):

 September 30,
 2017 2016
Redeemable noncontrolling interest, beginning of period$2,287
 $2,665
Redemption value adjustment of noncontrolling interest360
 
Net loss attributable to noncontrolling interest(294) (309)
Other comprehensive income attributable to noncontrolling interest220
 111
Less: purchase of redeemable noncontrolling interest2,573
 
Redeemable noncontrolling interest, end of period$
 $2,467





Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with Management’s Discussion and Analysis included in our 20162017 Annual Report on Form 10-K.  

For a discussion of our base business calculations, see the RESULTS OF OPERATIONS section below.



Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Our disclosure and analysis in this report contains forward-looking information that involves risks and uncertainties.  Our forward‑looking statements express our current expectations or forecasts of possible future results or events, including projections of earnings and other financial performance measures, statements of management’s expectations regarding our plans and objectives and industry, general economic and other forecasts of trends, future dividend payments and other matters. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur.  You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “intend,” “believe,” “will likely result,” “outlook,” “plan,” “project,” “should” and other words and expressions of similar meaning. In addition, forward-looking statements and estimates regarding the effects of the Tax Cuts and Jobs Act, which are based on our current interpretation of this legislation and on reasonable estimates, may change as a result of new guidance issued by regulators or changes in our estimates.

No assurance can be given that the results in any forward-looking statements will be achieved and actual results may differ materially due to one or more factors, including the sensitivity of our business to weather conditions, changes in the economy and the housing market, our ability to maintain favorable relationships with suppliers and manufacturers, competition from other leisure product alternatives and mass merchants, excess tax benefits or deficiencies recognized under ASU 2016-09 and other risks detailed in our 20162017 Annual Report on Form 10-K.  For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

OVERVIEW

Financial Results

Our business performed very well in theWe produced strong third quarter results thanks to our operational execution and a continuation of 2017, despitethe elevated demand trends for discretionary pool and irrigation related products. Despite bouts of severe weather, with Hurricane Florence impacting the Carolinas, elevated rainfall in Florida, Texas Puerto Rico and Mexico from Hurricanes Irma, Harvey, Maria and Katia and despite the devastating earthquakewildfires in Mexico. While these events are disruptive in the short term,California, we believe they will not have a material impact on our operating results for the year.

achieved favorable results.
Net sales increased 8%9% to $743.4 million for the third quarter of 2017 compared to $691.4$811.3 million in the third quarter of 2016. We realized base business sales growth of 6%. We had one less selling day2018 compared to $743.4 million in the third quarter of 2017 compared to2017. Base business sales grew 8% over the same period last year, which we believe negatively impacted base business sales growth by approximately 1%. Continued increases in in swimming pool repairquarter of 2017, with demand for discretionary products such as building materials and remodel activities, including major pool refurbishment and replacement of key pool equipment, ledour expanded commercial product offerings driving our sales growth. The recent weather events negatively impacted our third quarter 2017 net sales by an estimated $4.0 million.
Gross profit increased 9% for8% to $235.0 million in the third quarter of 2017 compared to2018 from $216.6 million in the same period in 2016.of 2017. Base business gross profit improved 7%8% over the third quarter of last year.2017. Gross profit as a percentage of net sales (gross margin) increased approximately 20 basis points to 29.1% compared towas 29.0% for the third quarter of 2016, reflecting2018 compared to 29.1% for the third quarter of 2017. This decline in gross margin mainly reflects differences in product mix and benefits from sourcing initiatives.mix.
Selling and administrative expenses (operating expenses) increased 7%6% to $142.7 million in the third quarter of 2018 compared to the third quarter of 2016,2017, with base business operating expenses up 5% over the comparable 20162017 period. We attribute the expense growth to variable labor and freight costs together with higher facility costs. As a percentage of net sales, base business operating expenses declined to 17.9%17.4% for the third quarter versus 18.1% last year.of 2018 compared to 18.0% for the third quarter of 2017.
Operating income for the third quarter of 2018 increased 10%to $92.3 million, up 13% compared to the same period in 2016.2017. Operating income as a percentage of net sales (operating margin) was 11.0%11.4% for the third quarter of 2018 and 11.0% for the same period in 2017, compared to 10.7%while base business operating margin was 11.5% for the third quarter of 2016.2018 and 11.2% for the same period in 2017.
During the first quarter of 2017, we adoptedBoth Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, which we adopted on a prospective basis. This adoption resulted in a benefit recorded in our Provision for income taxes of $0.3 million for the three months ended September 30,January 1, 2017, and $7.7 million for the nine months ended September 30,U.S. tax reform enacted in December 2017 which positively impacted our net income and earnings per share, but was partially offset by a required increase of approximately 500,000 and 550,000 diluted weighted average shares outstanding, respectively, used to calculate our diluted earnings per share. The total first and second quarter benefit to our diluted earnings per share from the adoption of this new accounting pronouncement was $0.14, and there was no impact intax provision for the third quarter of 2018. Our effective tax rate was 20.8% and 37.4% for the third quarters of 2018 and 2017, respectively. We recorded a $3.3 million benefit from ASU 2016-09 in the quarter ended September 30, 2018 compared to a benefit of $0.3 million realized in the same period in 2017. Excluding the benefits from ASU 2016-09, our effective tax rate was 24.6% and 37.9% for the third quarters of 2018 and 2017, respectively. As previously reported, we expect our annual effective tax rate (excluding the benefit from ASU 2016-09) for 2018 and future periods to approximate 25.5%, which is a reduction compared to our historical rate of approximately 38.5% due to the impact of the recent U.S. tax reform.


Net income attributable to Pool Corporation was $69.3 million in the third quarter of 2018 compared to $48.8 million in the third quarter of 2017 compared to $44.5 million for the third quarter of 2016.2017. Earnings per share increased 43% to a record $1.16$1.66 per diluted share for the three months ended September 30, 2017 versus $1.032018 compared to $1.16 per diluted share for the same period in 2016.2017. The reduction in our effective tax rate from 37.4% to 20.8% as discussed above reduced our income tax expense by approximately $14.5 million, or $0.35 per diluted share, in the third quarter of 2018.
References to product line and product category data throughout this Form 10-Qreport 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.

Financial Position and Liquidity

TotalAs of September 30, 2018, total net receivables, including pledged receivables, increased 13% from10% compared to September 30, 2016, including a 2% increase from acquisitions.2017, primarily reflecting sales growth. Our days sales outstanding (DSO), as calculated on a trailing four quarters basis, was 30.2 days at September 30, 2018 and 29.8 days at September 30, 2017, an improvement from 30.3 days at September 30, 2016, reflecting the effectiveness of our collection efforts.2017. Our allowance for doubtful accounts balance was $5.4 million at September 30, 2018 and $4.1 million at September 30, 2017 and $3.7 million at September 30, 2016.2017.

Net inventory levels grew 6%26% compared to levels at September 30, 2016.2017. The increase of $125.7 million between periods reflects significant inventory purchases we made in the third quarter of 2018 in advance of greater-than-normal vendor price increases, as well as purchases needed to support normal business growth, and the addition of inventories from acquisitions. The inventory reserve was $8.8 million at September 30, 2018 and $7.8 million at September 30, 2017 and $8.1 million at September 30, 2016.2017. Our inventory turns, as calculated on a trailing four quarters basis, werewas 3.4 times at September 30, 2018 and 3.5 times at both September 30, 2017 and September 30, 2016.2017.

Total debt outstanding at September 30, 20172018 was $564.6$580.7 million, an increase of $174.4 million, or 45%,up 3% compared to total debt at September 30, 2016, primarily because of share repurchases of $199.0 million over the last 12 months, as well as debt incurred to fund business driven working capital growth.2017.

Current Trends and Outlook

For a detailed discussion of trends through 2016,2017, see the Current Trends and Outlook section of Management’s Discussion and Analysis included in Item 7 of our 20162017 Annual Report on Form 10-K.  

In conjunction with the release of our first quarter 2017 results, we updated our 2017 earnings guidance from an initial range of $3.80 to $4.00 per diluted share to a range of $4.12 to $4.32 per diluted share, which reflected both an estimated benefit of $0.30 due to the adoption of ASU 2016-09 and $0.02 from better than expected first quarter 2017 operating results. We maintained this guidance following the release of our second quarter 2017 earnings results, which were largely in line with our expectations. Given changes in employee stock option exercise patterns in the third quarter of 2017, we updated our expectations for the remainder of 2017 to include only the $0.14 tax benefit from ASU 2016-09 realized in the first and second quarters of 2017. Our operating results were in line with our expectations, and we have narrowed our earnings guidance to a range of $4.01 to $4.11 per diluted share. 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 shares of outstanding vested options.

We project base business sales growth of 6% toapproximately 7% for 2018. After a slower than normal start in March and April, activity returned to expected levels through the full yearend of the third quarter with the main limitation being customer capacity. We believe that customer labor constraints and reduced work days due to higher rainfall in selected markets created a build up of demand in the second and third quarters, which will lead to ongoing sales growth in the fourth quarter of 2018 as demand remains strong. Due to product cost increases imposed by our vendors, which we have passed on to our customers, we also expect gross margininflation to be similarcloser to 2016, including an expected decline2% in the fourth quarter of 2018 versus the historical average of 1% to 2%. We believe this factor will benefit our gross margin in the fourth quarter of 2017 due2018 and expect our full year 2018 gross margin to anticipated product mix changes following major third quarter weather events as well as an unfavorable comparisonbe similar to fourth quarter 2016 results, which benefited by 20 basis points from an increase in the vendor incentive accrual at year-end. For the year, we have incurred growth-driven expense increases related2017.

We continue to labor, facilities expansion and delivery costs, although the growth in these types of operating expenses has moderated as we have moved throughout the year. We expect base business operating expenses aswill grow at a percentagerate that will enable us to achieve operating margin improvement of net sales for 2017 to decline between 20 and 40 basis points as compared to 2016, resulting in aapproximately 20 to 40 basis points increasefor the full year 2018 compared to 2017. Through September, our operating margin has improved 20 basis points year to date and should improve to the upper end of our 20 to 40 basis points range by the end of the fourth quarter. Changes in base businessnon-executive performance-based compensation programs that impact the timing of our expense recognition resulted in higher compensation expense in the first half of 2018, primarily in the second quarter. We believe our fourth quarter results should particularly benefit from this timing change, as we observed some benefit in the third quarter. Inflationary pressure related to labor, fuel and freight continues to rise, but we expect our productivity plans will allow these cost increases to better correlate with sales volume growth and improve our operating income as a percentage of net sales.leverage.

GivenAs discussed further in Results of Operations, our $174.4 million increase inaverage outstanding debt as offor the nine months ended September 30, 20172018 increased 14% over the priorsame period last year, and given the increase in the 30-Day LIBOR, ofour effective interest rate increased approximately 7060 basis points over last year,between periods. Based on these trends, we expect our Interest and other non-operating expenses, net for the full year 2017 towill increase by approximately $1.5 million toroughly $2.0 million over 2016, depending onin the fourth quarter borrowingsof 2018 compared to fund future share repurchases.the same period in 2017.



Excluding the impact from the adoption of ASU 2016-09,In 2018, we expect our effective tax rate will be consistent with 2016. to approximate 25.5%, which is a reduction from our historical rate of approximately 38.5%, both of which exclude the impact of ASU 2016-09. We have not finalized our accounting for the effects of tax reform; however, our estimated effective tax rate is based on reasonable estimates for the effects from tax reform at this time.



Our effective tax rate is dependent uponon our results of operations and may change if actual results are differentdiffer materially from our current expectations, particularly any significant changes in our geographic mix. Due to the adoption of the new accounting standard,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 comparison of our deferred tax assetsWe recorded a $13.9 million benefit from ASU 2016-09 for share-based compensation to the current intrinsic value of the underlying awards, we expect to recognize material incomenine months ended September 30, 2018. Additional tax benefits could be recognized related to stock option exercises in periods when these transactions occur.2018 from grants that expire in years after 2018, for which we have not included any expected benefits in our guidance. The estimated impact related to ASU 2016-09 is subject to several variables,assumptions which can vary significantly, including our estimated share price and the periodperiods in which our employees will exercise shares of outstanding vested stock options.

We have updated our 2018 earnings guidance range to $5.58 to $5.78 per diluted share from $5.50 to $5.70 per diluted share, which includes the tax benefits realized from ASU 2016-09 in the first nine months of 2018.

Given the timing changes in our inventory purchasing activity in 2018, we expect that cash provided by operations will exceedbe less than net income for the 20172018 fiscal year. We expect an offsetting benefit in 2019 as our purchasing activity normalizes. We anticipate that we may use approximately $140.0$100.0 million to $160.0$150.0 million in cash to fundfor share repurchases in 2017.2018.


RESULTS OF OPERATIONS
As of September 30, 2017,2018, we conducted operations through 346360 sales centers in North America, Europe, South America and Australia.

The following table presents information derived from the Consolidated Statements of Income expressed as a percentage of net sales:

 Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
 September 30, September 30, September 30, September 30,
 2017 2016 2017 2016 2018 2017 2018 2017
Net sales 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales 70.9
 71.1
 71.0
 71.1
 71.0
 70.9
 71.1
 71.0
Gross profit 29.1
 28.9
 29.0
 28.9
 29.0
 29.1
 28.9
 29.0
Operating expenses 18.1
 18.1
 17.2
 17.3
 17.6
 18.1
 17.2
 17.2
Operating income 11.0
 10.7
 11.7
 11.6
 11.4
 11.0
 11.7
 11.7
Interest and other non-operating expenses, net 0.5
 0.4
 0.5
 0.5
 0.6
 0.5
 0.6
 0.5
Income before income taxes and equity earnings 10.5% 10.3% 11.2% 11.1% 10.8% 10.5% 11.1% 11.2%

Note: Due to rounding, percentages may not add to Operating income or Income before income taxes and equity earnings.

We have included the results of operations from the acquisitions in 20172018 and 20162017 in our consolidated results since the acquisition dates.




Three Months Ended September 30, 20172018 Compared to Three Months Ended September 30, 20162017
The following table breaks out our consolidated results into the base business component and the excluded component (sales centers excluded from base business):
(Unaudited) Base Business Excluded Total Base Business Excluded Total
(in thousands) Three Months Ended Three Months Ended Three Months Ended Three Months Ended Three Months Ended Three Months Ended
 September 30, September 30, September 30, September 30, September 30, September 30,
 2017 2016 2017 2016 2017 2016 2018 2017 2018 2017 2018 2017
Net sales $734,175
 $691,204
 $9,226
 $225
 $743,401
 $691,429
 $800,971
 $738,391
 $10,340
 $5,010
 $811,311
 $743,401
                        
Gross profit 213,788
 199,455
 2,818
 96
 216,606
 199,551
 231,841
 215,078
 3,162
 1,528
 235,003
 216,606
Gross margin 29.1% 28.9% 30.5 % 42.7 % 29.1% 28.9% 28.9% 29.1% 30.6 % 30.5 % 29.0% 29.1%
                        
Operating expenses 131,066
 125,225
 3,612
 160
 134,678
 125,385
 139,392
 132,663
 3,274
 2,015
 142,666
 134,678
Expenses as a % of net sales 17.9% 18.1% 39.2 % 71.1 % 18.1% 18.1% 17.4% 18.0% 31.7 % 40.2 % 17.6% 18.1%
                        
Operating income (loss) 82,722
 74,230
 (794) (64) 81,928
 74,166
 92,449
 82,415
 (112) (487) 92,337
 81,928
Operating margin 11.3% 10.7% (8.6)% (28.4)% 11.0% 10.7% 11.5% 11.2% (1.1)% (9.7)% 11.4% 11.0%
In our calculation of base business results, we have excluded the following acquisitions for the periods identified:


Acquired
 

Acquisition
Date
 
Net
Sales Centers
Acquired
 

Periods
Excluded
New Star Holdings Pty. Ltd.
Pool Power (1)
January 20181July - September 2018
Chem Quip(1)
December 20175July - September 2018
IntermarkDecember 20171July - September 2018
E-GrupaOctober 20171July - September 2018
Newline Pool Products July 2017 1 
July - September 2018 and
July - September 2017
Lincoln Aquatics (1)
 April 2017 21 July - September2018 and July 2017

(1) 
We acquired certain distribution assets of this company.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 center count during the first nine months of 2017:2018:

December 31, 20162017344351
Acquired locations3
New location1
ClosedNew locations9
Consolidated location(21)
September 30, 20172018346360




Net Sales
 Three Months Ended   Three Months Ended  
 September 30,   September 30,  
(in millions) 2017 2016 Change 2018 2017 Change
Net sales $743.4
 $691.4
 $52.0
 8% $811.3
 $743.4
 $67.9
 9%

Net sales increased 8%9% in the third quarter of 20172018 compared to the third quarter of 2016,2017, with base business sales up 6%8% for the period. SevereDespite severe weather events, duringwith Hurricane Florence impacting the third quarter of this year, particularly Hurricanes Irma and Harvey, were the most disruptive impact to our sales growth. SalesCarolinas, elevated rainfall in Texas largely recovered by the end of the quarter, but salesand wildfires in Florida remain behind the growth levels experienced prior to Hurricane Irma. We estimate these recent weather events negatively impacted net sales by approximately $4.0 million. Our seasonal markets generated sales growth of 6% during the quarter.California, we achieved favorable results.

The following factors positively impactedbenefited our sales growth (listed in order of estimated magnitude):

continued consumer investments in enhancing outdoor living spaces,strong demand for discretionary products, as evidenced by improvements in sales growth rates for product offerings such as building materials and equipment (see discussion below);
market share gains;
poolgains, particularly in building materials and spa chemical sales, our largest product category at 14% of total net sales for the quarter, increased 2% over the third quarter of 2016 under less attractive weather conditions in 2017 and excluding the recent Lincoln Aquatics acquisition;commercial products (see discussion below); and
inflationary product cost increases (estimated at close toapproximately 1%).

The following factors negatively impacted our sales growth (listed in order of estimated magnitude):

one less selling day in the third quarter of 2017 compared to the same period last year, affecting net sales growth approximately 1%; and
recent weather events (described above).

We believe that sales growth rates for certain product offerings, such as building materials and equipment, evidence increased spending in traditionally discretionary areas, includingsuch as pool construction, and pool remodeling as well asand equipment upgrades. In the third quarter of 2017, the2018, sales growth rate for equipment, such aswhich includes swimming pool heaters, pumps, lights and filters, collectively, was similarincreased approximately 8% compared to the 8% growth ratesame period last year. These products collectively represented approximately 25% of net sales for total net salesthe period. Sales of building materials grew 16% compared to the third quarter of 2016. This increase reflects both the ongoing recovery of replacement activity2017 and continued demand for higher-priced, more energy-efficient products. Sales of building materials, which includes tile, representrepresented approximately 10%11% of net sales forin the third quarter of 2017 and grew by 9% compared to the third quarter of 2016.2018.

Sales to customers who service large commercial swimming pool installationspools such as hotels, universities and community recreational facilities are included in the appropriate existing product categories, and growth in this area is reflected in the numbers above. These salesSales to these customers represented just overapproximately 4% of our consolidated net sales for the third quarter of 20172018 and increased 12%9% compared to the third quarter of 2016, excluding the recent acquisition of Lincoln Aquatics. With Lincoln Aquatics, commercial sales represent approximately 5% of our consolidated net sales, and this acquisition furthers our efforts to increase not only our focus on the commercial market, but also the resources assigned to this area, including designated warehouse space, increased staffing and additional vendor relationships.2017.

Gross Profit
 Three Months Ended   Three Months Ended  
 September 30,   September 30,  
(in millions) 2017 2016 Change 2018 2017 Change
Gross profit $216.6
 $199.6
 $17.0
 9% $235.0
 $216.6
 $18.4
 8%
Gross margin 29.1% 28.9%     29.0% 29.1%    

GrossThe slight decline in gross margin for the third quarter of 2017 increased approximately 20 basis points compared to the third quarter of 2016. This increasebetween periods primarily reflects minor product mix and benefits from sourcing initiatives.


differences.

Operating Expenses
 Three Months Ended   Three Months Ended  
 September 30,   September 30,  
(in millions) 2017 2016 Change 2018 2017 Change
Operating expenses $134.7
 $125.4
 $9.3
 7% $142.7
 $134.7
 $8.0
 6%
Operating expenses as a % of net sales 18.1% 18.1%     17.6% 18.1%    

Operating expenses increased 7%6% in the third quarter of 20172018 compared to the third quarter of 2016,2017, with base business operating expenses up approximately 5% compared to the same period last year. Increased growth-drivenThis increase reflects variable labor and freight expenses, as well ascosts together with higher performance-based and equity-based compensation costs comprised the majority of our operating expense growth. As a percentage of net sales, base business operating expenses declined to 17.9% for the third quarter versus 18.1% last year.facility costs.



Interest and Other Non-operatingNon-Operating Expenses, Net

Interest and other non-operating expenses, net for the third quarter of 2018 increased $1.0$0.9 million compared to the third quarter of 2016, primarily due to2017. The increase mostly reflects higher interest ratesexpense on our debt and an increase in borrowings.debt. Our weighted average effective interest rate increased to 3.3% for the third quarter of 2018 from 2.7% for the third quarter of 2017 from 2.0% for the third quarter of 2016 on higher average outstanding debt of $535.5$566.2 million versus $426.7$535.5 million for the respective periods.

Income Taxes

Our effective income tax rate was 20.8% for the three months ended September 30, 2018 and 37.4% for the three months ended September 30, 20172017. Both ASU 2016-09 and 37.7%U.S. tax reform impacted our income tax provision for the three monthsthird quarter of 2018. We recorded a $3.3 million benefit from ASU 2016-09 in the quarter ended September 30, 2016. Our2018 compared to a benefit of $0.3 million realized in the same period last year. Excluding the benefits from ASU 2016-09, our effective tax rate was 24.6% and 37.9% for the third quarter effectivequarters of 2018 and 2017, respectively, mostly reflecting the lower corporate income tax rate is typically lower compared to other quarters, primarily due to the timingenacted as part of our accounting for uncertainU.S. tax positions, including the expiration of statutes of limitations. The decline also reflects a $0.3 million tax benefit recorded in our provision for income taxes from the adoption of ASU 2016-09.reform.

Net Income and Earnings Per Share

Net income attributable to Pool Corporation increased 10%42% to $48.8$69.3 million in the third quarter of 20172018 compared to the third quarter of 2016.2017. Earnings per diluted share increased to $1.16$1.66 for the third quarter of 20172018 versus $1.03$1.16 per diluted share for the comparable period2017 period. The reduction in 2016. The adoption of ASU 2016-09 did not have an impact our earningseffective tax rate from 37.4% to 20.8% as discussed above reduced our income tax expense by approximately $14.5 million, or $0.35 per diluted share, in the third quarter of 2017.

2018.



Nine Months Ended September 30, 20172018 Compared to Nine Months Ended September 30, 20162017
The following table breaks out our consolidated results into the base business component and the excluded component (sales centers excluded from base business):
(Unaudited) Base Business Excluded Total Base Business Excluded Total
(in thousands) Nine Months Ended Nine Months Ended Nine Months Ended Nine Months Ended Nine Months Ended Nine Months Ended
 September 30, September 30, September 30, September 30, September 30, September 30,
 2017 2016 2017 2016 2017 2016 2018 2017 2018 2017 2018 2017
Net sales $2,246,446
 $2,116,393
 $31,559
 $9,175
 $2,278,005
 $2,125,568
 $2,419,766
 $2,266,386
 $35,249
 $11,619
 $2,455,015
 $2,278,005
                        
Gross profit 650,419
 610,454
 9,472
 2,856
 659,891
 613,310
 699,058
 656,433
 10,674
 3,458
 709,732
 659,891
Gross margin 29.0% 28.8% 30.0% 31.1% 29.0% 28.9% 28.9% 29.0% 30.3 % 29.8 % 28.9% 29.0%
                        
Operating expenses 383,636
 365,287
 9,143
 1,907
 392,779
 367,194
 409,791
 388,299
 12,021
 4,480
 421,812
 392,779
Expenses as a % of net sales 17.1% 17.3% 29.0% 20.8% 17.2% 17.3% 16.9% 17.1% 34.1 % 38.6 % 17.2% 17.2%
                        
Operating income 266,783
 245,167
 329
 949
 267,112
 246,116
Operating income (loss) 289,267
 268,134
 (1,347) (1,022) 287,920
 267,112
Operating margin 11.9% 11.6% 1.0% 10.3% 11.7% 11.6% 12.0% 11.8% (3.8)% (8.8)% 11.7% 11.7%
In our calculation of base business results, we have excluded the following acquisitions for the periods identified:


Acquired
 

Acquisition
Date
 
Net
Sales Centers
Acquired
 

Periods
Excluded
New Star Holdings Pty. Ltd.
Pool Power (1)
January 20181January - September 2018
Chem Quip(1)
December 20175January - September 2018
IntermarkDecember 20171January - September 2018
E-GrupaOctober 20171January - September 2018
Newline Pool Products July 2017 1 
January - September 2018 and
July - September 2017
Lincoln Aquatics(1)
 April 2017 2May - September 2017
Metro Irrigation Supply Company Ltd. (1)
April 201681 
January - June 2017July 2018 and
AprilMay - June 2016
The Melton Corporation (1)
November 20152
JanuaryJuly 2017 and
January 2016
Seaboard Industries, Inc. (1)
October 20153
January 2017 and
January 2016

(1) 
We acquired certain distribution assets of each of these companies.

For a more detailed explanation of how we calculated base business results and a summary of the changes in our sales centers since December 31, 2016,2017, please refer to the discussion under the heading Three Months Ended September 30, 20172018 Compared to Three Months Ended September 30, 20162017..


















Net Sales
 Nine Months Ended   Nine Months Ended  
 September 30,   September 30,  
(in millions) 2017 2016 Change 2018 2017 Change
Net sales $2,278.0
 $2,125.6
 $152.4
 7% $2,455.0
 $2,278.0
 $177.0
 8%

Net sales for the first nine months of 20172018 increased 7%8% compared to the same period last year, with muchmost of this growth resulting from the 6%7% improvement in base business sales. We started the year off strong, but multiple storms in March hindered our customers’ ability to complete projects, and cold temperatures and snow in our seasonal markets delayed pool openings through April. Our seasonal markets finally warmed up in May 2018, allowing us to serve the pent-up demand and generate solid sales growth through the remainder of the second and third quarters, despite several occurrences of severe weather in the third quarter of 2018.

The following factors contributed tobenefited our sales growth (listed in order of estimated magnitude):

continued improvementstrong demand for discretionary products, as evidenced by improvements in consumer discretionary expenditures, including market recovery in remodelingsales growth rates for product offerings such as building materials and replacement activityequipment (see discussion below);
market share growth,gains, particularly in building materials and commercial product categories;products (see discussion below);
pool and spa chemical sales our largest product category at 13%growth of total8% from irrigation products which represented 9% of net sales for the nine months ended September 30, 2017, increased 3% compared to the first nine months of 2016, excluding the recent Lincoln Aquatics acquisition;sales; and
inflationary product cost increases (estimated at close toapproximately 1%) product cost increases..

We believe that sales growth rates for certain product offerings, such as building materials and equipment, evidence increased spending in traditionally discretionary areas, includingsuch as pool construction, pool remodeling as well asand equipment upgrades. In the first nine months of 2017, the2018, sales growth rate for equipment, such aswhich includes swimming pool heaters, pumps, lights and filters, collectively, was similar to the 7% growth rate for total net salesincreased approximately 8% compared to the same period in 2016. This increase reflects both the ongoing recovery of replacement activity and continued demand for higher-priced, more energy-efficient products. Sales of building materials, which includes tile, represent approximately 11%last year. These products collectively represented 26% of net sales forin the first nine months of 2017 and2018. Sales of building materials grew by 12% compared to the first nine months of 2016.2017 and represented approximately 12% of net sales in the first nine months of 2018.

Sales to customers who service large commercial installationsswimming pools such as hotels, universities and community recreational facilities are included in the appropriate existing product categories, and growth in this area is reflected in the numbers above. These salesSales to these customers represented 4%approximately 5% of our consolidated net sales forin the first nine months of 20172018 and increased 12%10% compared to the same period in 2016, excluding the recent acquisition of Lincoln Aquatics.2017.

Gross Profit
 Nine Months Ended   Nine Months Ended  
 September 30,   September 30,  
(in millions) 2017 2016 Change 2018 2017 Change
Gross profit $659.9
 $613.3
 $46.6
 8% $709.7
 $659.9
 $49.8
 8%
Gross margin 29.0% 28.9%     28.9% 29.0%    

Gross margin for the nine months ended September 30, 2017 wasThe slight decline in line with gross margin for the nine months ended September 30, 2016.


between periods primarily reflects minor product mix differences.

Operating Expenses
 Nine Months Ended   Nine Months Ended  
 September 30,   September 30,  
(in millions) 2017 2016 Change 2018 2017 Change
Operating expenses $392.8
 $367.2
 $25.6
 7% $421.8
 $392.8
 $29.0
 7%
Operating expenses as a % of net sales 17.2% 17.3%     17.2% 17.2%    

For the first nine months of 2017,2018, operating expenses were upincreased 7% over the same period last year, with base business operating expenses up 5%6%. The increase in base business operating expenses was primarily dueHigher costs related to higher growth-driven labor, technology, facilities and freight expenses, as well as greater employee-related health insurance costs, equity-based compensation, and technology spending as we continuevehicles contributed to invest in our business. Operating expenses as a percentage of net sales was consistent for the first nine months of 2017 and 2016 and improved by 20 basis points on a base business basis.this increase.



Interest and Other Non-operatingNon-Operating Expenses, Net

Interest and other non-operating expenses, net for the first nine months of 20172018 increased $1.7$2.8 million compared to the same period last year, primarily due toyear. The increase mostly reflects higher interest ratesexpense on our debt and an increase in borrowings.debt. Our weighted average effective interest rate increased to 2.6%3.2% for the first nine months of 20172018 from 2.0%2.6% for the same period of 20162017 on higher average outstanding debt of $501.0$569.5 million versus $437.3$501.0 million for the respective periods.

Income Taxes

Our effective income tax rate was 20.5% for the nine months ended September 30, 2018 compared to 35.2% for the nine months ended September 30, 20172017. Both ASU 2016-09 and U.S. tax reform impacted our income tax provision for the first nine months of 2018. We recorded a $13.9 million benefit from ASU 2016-09 for the nine months ended September 30, 2018 compared to the $7.7 million benefit realized in the same period last year. Excluding the benefits from ASU 2016-09, our effective tax rate was 25.5% and 38.2% for the nine months ended September 30, 2016. The decline in our effective2018 and September 30, 2017, respectively, mostly reflecting the lower corporate income tax rate is primarily due to the $7.7 millionenacted as part of U.S. tax benefit recorded in our provision for income taxes, which reflects the impact of the adoption of ASU 2016-09.reform.

Net Income and Earnings Per Share

Earnings per share for the first nine months of 2017, including a favorable $0.14 per diluted share impact from the adoption of ASU 2016-09, increased to $3.89 per diluted share on Net income attributable to Pool Corporation of $166.0increased 31% to $217.6 million for the nine months ended September 30, 2018 compared to $3.39the nine months ended September 30, 2017. Earnings per diluted share on Netincreased to $5.20 for the nine months ended September 30, 2018 versus $3.89 per diluted share for the nine months ended September 30, 2017. The reduction in our effective tax rate from 35.2% to 20.5% as discussed above reduced our income attributable to Pool Corporation of $146.3tax expense by approximately $40.3 million, or $0.96 per diluted share, in the comparable 2016 period.first nine months of 2018.




Seasonality and Quarterly Fluctuations

Our business is highly seasonal. In general, sales and operating income are highest during the second and third quarters, which represent the peak months of both swimming pool use and installation and landscape maintenance and installation. Sales are substantially lower during the first and fourth quarters, when we may incur net losses. In 2016,2017, we generated approximately 63%62% of our net sales and 85%83% of our operating income in the second and third quarters of the year.

We typically experience a build-up of product inventories and accounts payable during the winter months in anticipation of the peak selling season.  Excluding borrowings to finance acquisitions and share repurchases, our peak borrowing usually occurs during the second quarter, primarily because extended payment terms offered by our suppliers typically are payable in April, May and June, while our peak accounts receivable collections typically occur in June, July and August.

The following table presents certain unaudited quarterly data for the first, second and third quarters of 2017,2018, the four quarters of 20162017 and the fourth quarter of 2015.2016.  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) QUARTER QUARTER
(in thousands) 2017 2016 2015 2018 2017 2016
 Third Second First Fourth Third Second First Fourth Third Second First Fourth Third Second First Fourth
Statement of Income Data                                
Net sales $743,401
 $988,163
 $546,441
 $445,235
 $691,429
 $918,889
 $515,250
 $415,075
 $811,311
 $1,057,804
 $585,900
 $510,183
 $743,401
 $988,163
 $546,441
 $445,235
Gross profit 216,606
 289,664
 153,621
 127,777
 199,551
 270,736
 143,023
 118,295
 235,003
 308,655
 166,073
 145,398
 216,606
 289,664
 153,621
 127,777
Operating income 81,928
 154,186
 30,998
 9,743
 74,166
 142,420
 29,530
 5,979
 92,337
 162,042
 33,541
 17,259
 81,928
 154,186
 30,998
 9,743
Net income 48,783
 94,620
 22,270
 2,572
 44,421
 85,247
 16,363
 2,579
 69,261
 117,049
 31,339
 25,665
 48,783
 94,620
 22,270
 2,572
                                
Balance Sheet Data                                
Total receivables, net $262,796
 $370,285
 $290,019
 $166,151
 $233,405
 $351,012
 283,758
 $156,756
 $287,773
 $404,415
 $314,596
 $196,265
 $262,796
 $370,285
 $290,019
 $166,151
Product inventories, net 484,287
 542,805
 647,884
 486,116
 455,156
 493,254
 595,393
 474,275
 609,983
 606,583
 703,793
 536,474
 484,287
 542,805
 647,884
 486,116
Accounts payable 209,062
 273,309
 465,928
 230,728
 199,922
 265,349
 438,705
 246,554
 204,706
 300,232
 467,795
 245,249
 209,062
 273,309
 465,928
 230,728
Total debt 564,573
 553,480
 490,217
 438,042
 390,189
 500,606
 450,457
 328,045
 580,703
 657,120
 568,110
 519,650
 564,573
 553,480
 490,217
 438,042


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 Possible Effects
Hot and dry
Increased purchases of chemicals and supplies
for existing swimming pools
 
Increased purchases of above-ground pools and
irrigation products
Unseasonably cool weather or extraordinary amounts of rainFewer pool and landscape installations
 Decreased purchases of chemicals and supplies
 
Decreased purchases of impulse items such as
above-ground pools and accessories
Unseasonably early warming trends in spring/late cooling trends in fallA longer pool and landscape season, thus positively impacting our sales
(primarily in the northern half of the U.S. and Canada)
  
Unseasonably late warming trends in spring/early cooling trends in fallA shorter pool and landscape season, thus negatively impacting our sales
(primarily in the northern half of the U.S. and Canada)  

Weather Impacts on 20172018 and 20162017 Results

SevereCalifornia wildfires, large amounts of rain throughout Texas, and Hurricane Florence in the Carolinas all impacted our sales in the third quarter of 2018. Likewise, severe storms in the third quarter of 2017, particularly Hurricanes Irma and Harvey, hindered our sales growth in Florida and Texas last year, although Texas largely recovered by the end of September.September 2017. In the Centralthird quarter of 2018, the West experienced record heat and Midwest,below average rainfall, while temperatures were normal for this time of year, contrastingalso above average in the central United States and the Midwest, but each experienced above average rainfall. These weather patterns were consistent with the above-average temperaturesthat experienced in the third quarter of 2016. The West experienced record heat and normal rainfalllast year, resulting in the third quarter of 2017,overall similar to the above average heat in the same period last year.weather comparisons.

Cold and wet weather throughout the Mid-South and North impacted those seasonal markets in the middle of the second quarter, while the weather impact overall for the quarter was fairly neutral. Temperatures and precipitation throughout most areas other than those described above, were normal, with only Texas benefiting from drier weatherWhile warming trends started out slow in the second quarter of 2018, the unfavorable weather comparisons turned around by the end of the quarter. With the exception of Florida, where it rained most of May and into June, and California, which generally experienced a cooler-than-usual spring, 2018 results in the last two months of the second quarter benefited from the warm weather throughout the country and helped relieve the effects of the slow start from earlier in the year. April 2018 sales struggled as much of the country experienced cold to record cold temperatures this year, in contrast to warm to record warm temperatures in 2017.
Storm activity, as well as cooler-than-normal temperatures late in the first quarter of 2018, inhibited our first quarter sales growth. Much of the Atlantic Coast experienced below-average temperatures in March of 2018, which caused pools to open later than in 2017, compared towhile greater storm activity in Texas and the central United States and above average rainfall experiencedprecipitation in California delayed construction activity during the same periodfirst quarter of 2016.

Unseasonably2018. In contrast, unseasonably mild weather benefited sales in the first quarter of 2017. However, while favorable weather trends early in the year normally have a seasonally larger impact, the comparison to the first quarter of 2016 was especially tough given the benefit of the warmer-than-normal weather across nearly all markets in the United States in the first quarter of 2016. For the first quarter of 2017, as Texas and surrounding markets experienced record warm temperatures, which when coupled with below-average precipitation for that area, spurred higher sales growth. In two of the more seasonal regions where we operate, below-average temperatures in the North and above-average precipitation in the West negatively impacted our first quarter 2017 sales growth.temperatures.







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;
acquisitions;the quality of our receivables;
scheduled debt payments;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 requirements and other general corporate purposes, including acquisitions, dividend payments and share repurchases. Our primary sources of working capital are cash from operations supplemented by borrowings, which have historically been sufficient to support our growth and finance acquisitions. The same principle appliesprinciples apply to funds used for capital expenditures and share repurchases.

We prioritize our use of cash based on investing in our business, maintaining a prudent debt structure, including a modest amount of debt, and returning moneycash to our shareholders.shareholders through dividends and share repurchases. Our specific priorities for the use of cash are as follows:

capital expenditures primarily for maintenance and newgrowth of our sales center capital expenditures;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 authorizedBoard-authorized share repurchase program.

For 2017, we project capitalCapital expenditures will be approximately 1.5%were 1.4% of net sales in 2017 as we expandexpanded facilities and purchase deliverypurchased vehicles to address growth opportunities. Capital expenditures were 1.4% of net sales in 2016 and 1.0% of net sales in 2015. Over the last five years, capital expenditures have averaged roughly 1.0% of net sales. CapitalGoing forward, we project capital expenditures were 1.4% of net sales in 2016, 1.0% of net sales in 2015 and 0.8% of sales in 2014.will approximate this average.

Sources and Uses of Cash

The following table summarizes our cash flows (in thousands):
 Nine Months Ended Nine Months Ended
 September 30, September 30,
 2017 2016 2018 2017
Operating activities $112,020
 $143,170
 $51,260
 $112,020
Investing activities (44,584) (50,233) (28,554) (44,584)
Financing activities (52,746) (75,697) (17,339) (52,746)

Cash provided by operating activities of $112.0decreased $60.8 million decreased during the first nine months of 20172018 compared to the first nine months of 20162017 primarily due to a combinationtiming differences from pre-price increase inventory purchases in 2018, which should benefit future periods’ cash flows as the inventory is sold. In 2018, we increased our inventory purchases in advance of growth-relatedgreater‑than‑normal vendor price increases, in inventories and receivables and the payment of our normal scheduled payment of our third quarter estimated taxes. These estimated paymentswhich negatively impacted operating cash flow, but should positively impact operating income for the third quarterremainder of 2016 were deferred as allowed for areas affected by severe storms2018 and flooding in Louisiana.into fiscal 2019.



Cash used in investing activities for the first nine months of 20172018 decreased compared to the first nine months of 2016. While we made increased investments in capital expenditures for2017 primarily due to earlier-than-normal vehicle additions to our fleet in the first nine months of 2017, our cash used for acquisitions was considerably lowerlast year as well as the Lincoln Aquatics acquisition that occurred in the current period.


second quarter of 2017.
Cash used in financing activities decreased for the first nine months of 20172018 compared to the first nine months of 2016,2017, which reflects a $65.4$102.7 million increasedecline in share repurchases offset by a $66.6 million decrease in amounts provided by net borrowings, partially offset by a $23.7 million increase in amounts used for share repurchases. Dividends paid to shareholders increased by $6.2 million in the first nine months of 2017 compared to the first nine months of 2016.

borrowings.
Future Sources and Uses of Cash
Revolving Credit Facility
On September 29, 2017, we amended and restated our existing seniorOur Credit Facility provides for $750.0 million in borrowing capacity under a five-year unsecured revolving credit facility (the Credit Facility) principally in the following ways:

extends the maturity date to September 29, 2022;
increases the borrowing capacity to $750.0 million from $465.0 million;
increasesand includes sublimits for the issuance of swingline loans;
decreases the pricingloans and standby letters of all loans; and
provides additional capacity under certain negative covenants related to indebtedness, liens, investments and dispositions of assets.

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 September 30, 2017,2018, there was $415.3$417.4 million outstanding, a $4.2$4.8 million standby letter of credit outstanding and $330.5$327.8 million available for borrowing under the Credit Facility.  We utilize interest rate swap contracts and forward-starting interest rate swap contracts to reduce our exposure to fluctuations in variable interest rates for future interest payments on the Credit Facility.  As of September 30, 2017,2018, we havehad three interest rate swap contracts in place that became effective on October 19, 2016. These swap contracts were previously forward-starting and were amended in October 2015 to bring the fixed rates per our forward-starting contracts in line with current market rates and extend the hedged period for future interest payments on our Credit Facility. Now effective, these amended swap contracts convert the Credit Facility’s variable interest rate to fixed rates of 2.273% on a notional amount of $75.0 million and 2.111% on two separate notional amounts, one $25.0 million and the other $50.0 million, totaling $75.0 million. Interest expense related to the notional amounts under these swap contracts is based on the fixed rates plus the applicable margin on the Credit Facility. These interest rate swap contracts will terminate on November 20, 2019.
In July 2016, we entered into a forward-starting interest rate swap contract to extend the hedged period for future interest payments on our Credit Facility to its maturity date at that time. This swap contract will convert the Credit Facility’s variable interest rate to a fixed rate of 1.1425% on a notional amount of $150.0 million. The contract becomes effective on November 20, 2019 and terminates on November 20, 2020.
The weighted average effective interest rate for the Credit Facility as of September 30, 20172018 was approximately 2.7%3.2%, excluding commitment fees.
Financial covenants on the Credit Facility include maintenance of a maximum average total leverage ratio and a minimum fixed charge coverage ratio.  As of September 30, 2017,2018, the calculations of these two covenants are detailed below:
Maximum Average Total Leverage Ratio. On the last day of each fiscal quarter, our average total leverage ratio must be less than 3.25 to 1.00.  Average Total Leverage Ratio is the ratio of the trailing twelve months (TTM) Average Total Funded Indebtedness plus the TTM Average Accounts Securitization Proceeds divided by the TTM EBITDA (as those terms are defined in the Credit Facility).  As of September 30, 2017,2018, our average total leverage ratio equaled 1.601.68 (compared to 1.541.72 as of June 30, 2017)2018) and the TTM average total debt amount used in this calculation was $496.5$577.8 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 September 30, 2017,2018, our fixed charge ratio equaled 5.505.44 (compared to 5.525.40 as of June 30, 2017)2018) and TTM Rental Expense was $53.5$56.7 million.

On January 1, 2019, we will adopt ASU 2016-02, Leases, which will require that we record most of our leases on our balance sheets, but we expect to recognize expenses in a manner similar to current guidance. Our Credit Facility agreement requires that we calculate our financial covenants by excluding the effects of the new standard. We do not expect ASU 2016-02 will have a material impact on our financial covenant calculations.


The Credit Facility also limits the declaration and payment of dividends on our common stock to no more than 50% of the preceding year’s Net Income (as defined in the Credit Facility), provided no default or event of default has occurred and is continuing, or would result from the payment of dividends.  Additionally, we may declare and pay quarterly dividends notwithstanding that the aggregate amount of dividends paid would be in excess of the 50% limit described above so long as (i) the amount per share of such dividends does not exceed the amount per share paid during the most recent fiscal year in which we were in compliance with the 50% limit and (ii) our Average Total Leverage Ratio is less than 3.00 to 1.00 both immediately before and after giving pro forma effect to such dividends. Further, dividends must be declared and paid in a manner consistent with our past practice.
Under the Credit Facility, we may repurchase shares of our common stock provided no default or event of default has occurred and is continuing, or would result from the repurchase of shares, and our maximum average total leverage ratio (determined on a pro forma basis) is less than 2.50 to 1.00. Other covenants include restrictions on our ability to grant liens, incur indebtedness, make investments, merge or consolidate, and sell or transfer assets. Failure to comply with any of our financial covenants or any other terms of the Credit Facility could result in penalty payments, higher interest rates on our borrowings or the acceleration of the maturities of our outstanding debt.
Receivables Securitization Facility
Our two-year accounts receivable securitization facility (the Receivables FacilityFacility) offers us a lower cost form of financing, with a peak funding capacity of up to $220.0$255.0 million between May 1 and June 30, which includes an additional seasonal funding capacity that is available between March 1 and July 31. Other funding capacities range from $65.0$80.0 million to $150.0$220.0 million throughout the remaining months of the year.
The Receivables Facility provides for the sale of certain of our receivables to a wholly owned subsidiary (the Securitization Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights to certain third partythird-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 September 30, 2017,2018, there was $142.3$155.0 million outstanding under the Receivables Facility at a weighted average effective interest rate of 2.0%3.0%, excluding commitment fees.
Compliance and Future Availability
As of September 30, 2017,2018, we believe we were in compliance with all covenants and financial ratio requirements under our Credit Facility and our Receivables Facility.  We believe we will remain in compliance with all covenants and financial ratio requirements throughout the next twelve months.  For additional information regarding our debt arrangements, see Note 5 of “Notes to Consolidated Financial Statements,” included in Item 8 of our 20162017 Annual Report on Form 10-K.
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 October 26, 2017, $53.425, 2018, $186.1 million of the current Board authorized amount under our share repurchase program remained available.  We expect to repurchase additional shares on 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 creditCredit and receivables facilities.Receivables Facilities.









CRITICAL ACCOUNTING ESTIMATES
We prepare our Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (GAAP), which require management to make estimates and assumptions that affect reported amounts and related disclosures. Management identifies critical accounting estimates as:
those that require the use of assumptions about matters that are inherently and highly uncertain at the time the estimates are made; and
those for which changes in the estimate or assumptions, or the use of different estimates and assumptions, could have a material impact on our consolidated results of operations or financial condition.


Management has discussed the development, selection and disclosure of our critical accounting estimates with the Audit Committee of our Board.  For a description of our critical accounting estimates that require us to make the most difficult, subjective or complex judgments, please see our 20162017 Annual Report on Form 10-K.  We have not changed these policies from those previously disclosed.
Recent Accounting Pronouncements
In May 2014, theSee Note 1 of “Notes to Consolidated Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (ASU 2014-09). The FASB also issued subsequent amendments to ASU 2014-09 to provide clarification on the guidance. ASU 2014-09 will be effective for annual periods beginning after December 15, 2017, which for us will beStatements,” included in the period beginning JanuaryItem 1 2018. We are continuing to perform our detailed evaluation, using a five-step model specified in the guidance, to assess the impacts of the new standard.

Under the new standard, revenue will be recognized when we satisfy our performance obligation by transferring promised products or services to our customer. The standard allows for application of the guidance to a portfolio of contracts or performance obligations with similar characteristics. Since our individual sales transactions are very similar in nature, we anticipate applying the guidance to all transactions as a portfolio. We expect that the effects of applying this guidance to the portfolio would not differ materially from applying the guidance to individual performance obligations within that portfolio.
Our revenue recognition will be achieved upon delivery of products as there are no other promised services as part of our contracts with customers that are material in the context of the contract. Because our shipping and handling activities are performed before the customer obtains control of the goods, we do not consider these activities to be a promised service to the customer. Rather shipping and handling are activities to fulfill our promise to transfer the goods. Product warranties do not constitute a performance obligation for us, as products are warrantied directly by the manufacturer or the third party carrier.
To determine the amount of consideration to which we expect to be entitled in exchange for transferring promised goods, we have considered if variable consideration exists. We have reviewed our standard terms and conditions and our customary business practices to determine the transaction price. We have reviewed our pricing policies including marketing programs, coupons and free products for the purpose of determining whether we have any variable or non-cash consideration. We do not issue future-dated coupons or free product rebates. When we process manufacturer coupons, we record the customer sales price as revenue and receive reimbursement of the coupon value from the manufacturer. In addition, we reviewed our current accounting policies related to returns and price concessions for which no material changes in policy were noted. Volume rebates is a sales incentive program where we make a cash payment or apply credit to a customer account on a quarterly or annual basis, if the customer reaches a specified level of purchases. The volume rebates are accounted for as a reduction of the transaction price, and a liability is recorded until the related payment to the customer is made. We do not offer any volume discounts. We will continue our accounting policy election to exclude from revenue all amounts we collect and remit to governmental authorities.
The majority of our sales transactions do not require any additional performance obligation after delivery, therefore we do not have multiple performance obligations for which we will have to allocate the transaction price. We do not offer customer loyalty programs.
We expect to recognize revenue when control of the product has been transferred to the customer upon delivery to the customer or the freight carrier, if delivered by a third party, as we believe our performance obligation will be satisfied at that point in time.

We expect to apply the guidance using the modified retrospective transition method. Based on our analysis performed to date, we do not expect the adoption of ASU 2014-09 will have a material impact on our financial position or results of operations, but we expect it will result in additional disclosures regarding our revenue recognition policies. We also do not expect the adoption will require material or significant changes to our internal controls over financial reporting. We have expanded our revenue recognition inquiries to additional departments and updated our questionnaires primarily to identify matters that would signal variable consideration implications under the new guidance. We are also in the process of drafting additional pricing policies to address potential revenue recognition implications.

In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to record most leases on their balance sheets but recognize expenses in a manner similar to current guidance. ASU 2016-02 will be effective for annual periods beginning after December 15, 2018. The guidance is required to be applied using a modified retrospective approach. The adoption of ASU 2016-02 will have a significant impact on our Consolidated Balance Sheets as we will be recording a right-of-use asset and corresponding liability for our current operating leases. We are evaluating the effect that ASU 2016-02 will have on our results of operations and related disclosures. We are primarily focused on evaluating our internal controls over financial reporting, including information technology requirements, related to the adoption of this new accounting pronouncement.



In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses - Measurement of Credit Losses on Financial Instruments, which changes the way companies evaluate credit lossesForm 10-Q for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model to evaluate impairment, potentially resulting in earlier recognition of allowances for losses. The new standard also requires enhanced disclosures, including the requirement to disclose the information used to track credit quality by year of origination for most financing receivables. ASU 2016-13 will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018. We have not elected to early adopt this guidance. The guidance must be applied using a cumulative-effect transition method. We are currently evaluating the effect that ASU 2016-13 will have on our financial position, results of operations and related disclosures.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments, which may change the classification of certain cash receipts and cash payments on an entity’s statement of cash flows. The new guidance specifies how cash flows should be classified for debt prepayment or extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds for the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance, distributions from equity method investees and beneficial interests in securitization transactions. Current guidance for these topics is principles-based, requiring judgment in application and creating diversity in practice. ASU 2016-15 will be effective for annual periods beginning after December 15, 2017 and must be applied retrospectively. Early adoption is permitted for all entities. We have not elected to early adopt this guidance. We are currently evaluating the effect that ASU 2016-15 will have on our financial position and related disclosures.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (commonly referred to as Step 2 under the current guidance). Rather, the measurement of a goodwill impairment charge will be based on the excess of a reporting unit’s carrying value over its fair value (Step 1 under the current guidance). ASU 2017-04 will be effective for annual and interim impairment tests performed in periods beginning after December 15, 2019 and should be applied prospectively. Early adoption is permitted for annual and interim goodwill impairment tests beginning after January 1, 2017. We are currently evaluating the effect that ASU 2017-04 will have on our financial position, results of operations and related disclosures.

detail.
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
There have been no material changes during the nine months ended September 30, 2018 from what we reported in our 2017 Annual Report on Form 10-K for the year ended December 31, 2016 that affect fiscal 2017.10-K. For additional information on our interest rate risk, refer to “Quantitative and Qualitative Disclosures about Market Risk” included in Part II, Item 7A. in our 2017 Annual Report on Form 10-K.
Currency Risk
There have been no material changes during the nine months ended September 30, 2018 from what we reported in our 2017 Annual Report on Form 10-K for the year ended December 31, 2016 that affect fiscal 2017.10-K. For additional information on our currency risk, refer to “Quantitative and Qualitative Disclosures about Market Risk” included in Part II, Item 7A. in our 2017 Annual Report on Form 10-K.
Item 4.  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 Securities and Exchange 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 September 30, 2017,2018, management, including the CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures.  Based on that evaluation, management, including the CEO and CFO, concluded that as of September 30, 2017,2018, our disclosure controls and procedures were effective.
We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  Based on the most recent evaluation, we have concluded that no change in our internal control over financial reporting occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II.  OTHER INFORMATION

Item 1.  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 1A.  Risk Factors
There have been no material changes from the risk factors disclosed in Part I, Item 1A “Risk Factors” in our 2017 Annual Report on Form 10-K for the year ended December 31, 2016.10-K.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
The table below summarizes the repurchases of our common stock in the third quarter of 2017:2018:
Period 
Total Number
of Shares
Purchased (1)
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plan (2)
 
Maximum Approximate
Dollar Value of Shares
That May Yet be Purchased
Under the Plan (3)
July 1 - 31, 2017 287,641
 $109.65
 287,641
 $159,133,234
August 1 - 31, 2017 871,775
 $107.25
 871,590
 $65,654,104
September 1 - 30, 2017 79,335
 $99.19
 79,335
 $57,785,144
Total 1,238,751
 $107.29
 1,238,566
  
Period 
Total Number
of Shares
Purchased (1)
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plan (2)
 
Maximum Approximate
Dollar Value of Shares
That May Yet be Purchased
Under the Plan (3)
July 1 - 31, 2018 198
 $153.25
 
 $218,340,678
August 1 - 31, 2018 
 $
 
 $218,340,648
September 1 - 30, 2018 
 $
 
 $218,340,678
Total 198
 $153.25
 
  
(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.  ThereAll 198 shares were 185 shares surrendered for this purpose in the third quarter of 2017.2018.
(2) 
In May 2017,2018, our Board authorized an additional $150.0$200.0 million under our share repurchase program for the repurchase of shares of our common stock in the open market at prevailing market prices or in privately negotiated transactions.
(3) 
As of October 26, 2017, $53.425, 2018, $186.1 million of the authorized amount remained available under our current share repurchase program.






Item 6.  Exhibits

Exhibits filed as part of this report are listed below.
      Incorporated by Reference
No. Description 
FiledFiled/ Furnished with this
Form 10-Q
 Form File No. Date Filed
 Restated Certificate of Incorporation of the Company.   10-Q 000-26640 8/9/2006
 Amended and Restated Composite Bylaws of the Company.   8-K 000-26640 12/20/2012
 Form of certificate representing shares of common stock of the Company.   8-K 000-26640 5/19/2006
 Certification by Mark W. Joslin pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X      
 Certification by Manuel J. Perez de la Mesa pursuant to Rule 13a-14(a) and 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X      
 Certification by Manuel J. Perez de la Mesa and Mark W. Joslin furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X      
101.INS+XBRL Instance Document X      
101.SCH+XBRL Taxonomy Extension Schema Document X      
101.CAL+XBRL Taxonomy Extension Calculation Linkbase Document X      
101.DEF+XBRL Taxonomy Extension Definition Linkbase Document X      
101.LAB+XBRL Taxonomy Extension Label Linkbase Document X      
101.PRE+XBRL Taxonomy Extension Presentation Linkbase Document X      
+ Attached as Exhibit 101 to this report are the following items formatted in XBRL (Extensible Business Reporting Language):
1.Consolidated Statements of Income for the three and nine months ended September 30, 20172018 and September 30, 2016;2017;
2.Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 20172018 and September 30, 2016;2017;
3.Consolidated Balance Sheets at September 30, 2017,2018, December 31, 20162017 and September 30, 2016;2017;
4.Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 20172018 and
September 30, 2016;2017; and
5.Notes to Consolidated Financial Statements.




SIGNATURE

Pursuant to the requirements 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 October 31, 2017.30, 2018.
  POOL CORPORATION
   
   
   
   
 By:/s/ Mark W. Joslin
  Mark W. Joslin
  Senior Vice President and Chief Financial Officer, and duly authorized signatory on behalf of the registrant








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