[10-Q] Pool Corporation Quarterly Earnings Report

Rhea-AI Filing Summary

Axalta Coating Systems (AXTA) Q2-25 10-Q highlights

• Net sales fell 3.4% YoY to $1.31 bn; six-month sales down 2.9% to $2.57 bn as softer Refinish/Industrial volumes offset modest growth in Light Vehicle.
• Cost discipline kept gross profit roughly flat at $457 m (35.0% margin vs. 34.1% LY). Income from operations slipped 5.9% to $193 m.
• Net income attributable to common shareholders declined 2.7% to $109 m (diluted EPS $0.50). YTD EPS rose 38% to $0.95 on lower interest expense and restructuring comps.
• Segment mix shift: Performance Coatings EBITDA dropped 10% to $200 m on lower volumes, while Mobility Coatings EBITDA jumped 35% to $92 m, lifting total Adjusted EBITDA to $292 m (flat YoY).
• Cash & liquidity: Cash increased to $625 m (vs. $593 m YE-24); Revolver availability $779 m. Net debt remained heavy at $3.4 bn (2029 term loan & 2027-31 notes).
• Working-capital build and $88 m capex held operating cash flow to $168 m YTD (vs. $148 m). Company repurchased $65 m of shares in Q2; share count now 216.6 m.
• 2024 Transformation Initiative booked $20 m YTD charges (target $82 m through 2026) and expects >500 head-count reductions.
• FX translation added $136 m to OCI this quarter, cutting accumulated OCI loss to $(383) m.

Key ratios (Q2-25): EBIT margin 14.8% (-30 bp YoY); Effective tax rate 23.2% YTD (vs. 29.1%). Basic shares outstanding -1.0% YoY. No guidance provided.

Positive

• YTD diluted EPS up 38% to $0.95 despite revenue softness, indicating effective cost and tax management.
• Mobility Coatings EBITDA +35% YoY, demonstrating recovery in OEM demand and improved segment mix.
• Operating cash flow rose to $168 m YTD (+14%) while maintaining capex and acquisition outlays.
• Liquidity exceeds $1.4 bn (cash plus revolver), with no major maturities until 2027.
• OCI improvement trimmed accumulated AOCI loss by $199 m since YE-24, strengthening equity.

Negative

• Net sales decreased 3.4% in Q2; Performance Coatings volumes remain weak.
• Debt load high at $3.4 bn, limiting financial flexibility and keeping leverage near mid-4× EBITDA.
• Restructuring & transformation charges of $20 m YTD continue to weigh on GAAP earnings and cash.
• Operational matter liability of $25 m remains unresolved, posing contingent risk.
• Share repurchases ($65 m) in a flat cash-flow environment slow pace of deleveraging.

Insights

Sell-side Equity Analyst

TL;DR – Stable EBITDA but top-line softness; Mobility strength offsets Refinish drag.

Revenue contraction in both Refinish (-6%) and Industrial (-5%) suggests end-market demand remains tepid, yet pricing and cost control kept gross margin above 35%. Mobility Coatings delivered a 35% EBITDA surge, evidencing traction with OEM programs and better mix. Adjusted EBITDA held at $292 m, implying ~22.4% margin, respectable in a down-sales quarter. Net leverage stays roughly 4.4× EBITDA; ample liquidity reduces near-term refinancing risk, but $3.4 bn debt limits capital flexibility. 2024 Transformation charges are winding down, offering $75-80 m run-rate savings post-2026. Share buybacks signal management confidence, though continued repurchases amid flat FCF could slow de-levering. Overall outlook neutral: earnings resilience is positive, but lack of volume recovery and heavy debt temper upside.

Credit Risk Analyst

TL;DR – Leverage stable; liquidity strong; no covenant pressure.

Total borrowings net of discounts at $3.42 bn vs. $3.42 bn YE-24. Cash of $625 m and $779 m revolver availability give >$1.4 bn liquidity. Term loan amortization minimal until 2027; largest maturity wall in 2029 ($2.34 bn). Interest coverage (EBITDA/interest) ~6.3× this quarter, up from 5.8× LY, helped by lower swap expenses. Cross-currency swap liability rose to $102 m, adding FX volatility but acts as net-investment hedge. Operational matter reserve ($25 m) and environmental accruals unchanged, containing contingent risk. Rating outlook stable: credit metrics adequate, though sustained revenue declines or aggressive buybacks could pressure leverage trajectory.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

 

POOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware						0-26640			36-3943363
(State or other jurisdiction						(Commission File Number)			(I.R.S. Employer
of incorporation)									Identification No.)
109 Northpark Boulevard,
Covington,			Louisiana						70433-5001
(Address of principal executive									(Zip Code)
offices)

(985) 892-5521

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001 per share			POOL			Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.          Yes x    No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).                        Yes x    No 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

☐

Non-accelerated filer

o

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ☐    No x

As of July 24, 2025, there were 37,318,008 shares of the registrant's common stock outstanding.

POOL CORPORATION

Form 10-Q

For the Quarter Ended June 30, 2025

TABLE OF CONTENTS

									Page
PART I.  FINANCIAL INFORMATION
			Item 1.  Financial Statements (Unaudited)
						Consolidated Statements of Income			1
						Consolidated Statements of Comprehensive Income			2
						Consolidated Balance Sheets			3
						Condensed Consolidated Statements of Cash Flows			4
						Consolidated Statements of Changes in Stockholders’ Equity			5
						Notes to Consolidated Financial Statements			7
			Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations						15
			Item 3.  Quantitative and Qualitative Disclosures about Market Risk						28
			Item 4.  Controls and Procedures						28
PART II.  OTHER INFORMATION
			Item 1.  Legal Proceedings						29
			Item 1A.  Risk Factors						29
			Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds						29
			Item 5. Other Information						29
			Item 6.  Exhibits						30
SIGNATURE									32

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

POOL CORPORATION

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data) 

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2025						2024						2025						2024
Net sales			$	1,784,530					$	1,769,784					$	2,856,056					$	2,890,594
Cost of sales			1,249,369						1,239,643						2,008,526						2,021,894
Gross profit			535,161						530,141						847,530						868,700
Selling and administrative expenses			262,491						258,660						497,323						488,499
Operating income			272,670						271,481						350,207						380,201
Interest and other non-operating expenses, net			12,219						14,044						23,381						27,463
Income before income taxes and equity in earnings			260,451						257,437						326,826						352,738
Provision for income taxes			66,180						65,058						79,064						81,531
Equity in earnings of unconsolidated investments, net			(13)						60						41						117
Net income			$	194,258					$	192,439					$	247,803					$	271,324
Earnings per share attributable to common stockholders:
Basic			$	5.19					$	5.02					$	6.60					$	7.07
Diluted			$	5.17					$	4.99					$	6.57					$	7.03
Weighted average common shares outstanding:
Basic			37,271						38,124						37,365						38,164
Diluted			37,407						38,325						37,520						38,399
Cash dividends declared per common share			$	1.25					$	1.20					$	2.45					$	2.30

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

1

POOL CORPORATION

Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands)

			Three Months Ended												Six Months Ended
			June 30,												June 30,
			2025						2024						2025						2024
Net income			$	194,258					$	192,439					$	247,803					$	271,324
Other comprehensive income (loss):
Foreign currency translation gain (loss)			13,358						(4,684)						17,285						(8,352)
Unrealized (loss) gain on interest rate swaps, net of the change in taxes of $735, $459, $1,705 and $(284)			(2,204)						(1,376)						(5,115)						850
Total other comprehensive income (loss)			11,154						(6,060)						12,170						(7,502)
Comprehensive income			$	205,412					$	186,379					$	259,973					$	263,822

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

2

POOL CORPORATION

Consolidated Balance Sheets

(In thousands, except share data)

						June 30,						June 30,						December 31,
						2025						2024						2024
						(Unaudited)						(Unaudited)						(Audited)
Assets
Current assets:
Cash and cash equivalents						$	83,669					$	96,894					$	77,862
Receivables, net						172,028						169,849						115,835
Receivables pledged under receivables facility						404,776						407,680						199,026
Product inventories, net						1,330,221						1,295,600						1,289,300
Prepaid expenses and other current assets						42,281						35,789						47,091
Total current assets						2,032,975						2,005,812						1,729,114
Property and equipment, net						258,188						241,871						251,324
Goodwill						700,476						699,686						698,910
Other intangible assets, net						286,810						294,684						290,732
Equity interest investments						1,494						1,399						1,439
Operating lease assets						315,434						313,840						314,853
Other assets						76,579						83,622						81,812
Total assets						$	3,671,956					$	3,640,914					$	3,368,184
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable						$	529,316					$	515,645					$	525,235
Accrued expenses and other current liabilities						160,833						152,978						171,194
Short-term borrowings and current portion of long-term debt						17,386						44,726						49,473
Current operating lease liabilities						100,439						94,024						98,284
Total current liabilities						807,974						807,373						844,186
Deferred income taxes						79,138						67,595						81,408
Long-term debt, net						1,212,533						1,071,827						900,883
Other long-term liabilities						50,177						44,135						44,959
Non-current operating lease liabilities						223,016						226,315						223,283
Total liabilities						2,372,838						2,217,245						2,094,719
Stockholders’ equity:
Common stock, 0.001 par value; 100,000,000 shares authorized; 37,314,231, 38,289,105 and 37,691,942 shares issued and outstanding at June 30, 2025, June 30, 2024 and December 31, 2024, respectively						37						38						38
Additional paid-in capital						658,345						626,347						638,615
Retained earnings						642,230						798,204						648,476
Accumulated other comprehensive loss						(1,494)						(920)						(13,664)
Total stockholders’ equity						1,299,118						1,423,669						1,273,465
Total liabilities and stockholders’ equity						$	3,671,956					$	3,640,914					$	3,368,184

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

3

POOL CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

						Six Months Ended
						June 30,
						2025						2024
Operating activities
Net income						$	247,803					$	271,324
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation						19,804						17,591
Amortization						4,312						4,201
Share-based compensation						12,950						10,344
Equity in earnings of unconsolidated investments, net						(41)						(117)
Other						(942)						(1,246)
Changes in operating assets and liabilities, net of effects of acquisitions:
Receivables						(254,322)						(232,647)
Product inventories						(29,375)						66,975
Prepaid expenses and other assets						53,440						38,231
Accounts payable						315						6,166
Accrued expenses and other liabilities						(55,488)						(8,720)
Net cash (used in) provided by operating activities						(1,544)						172,102
Investing activities
Acquisition of businesses, net of cash acquired						—						(4,435)
Purchases of property and equipment, net of sale proceeds						(27,390)						(34,928)
Other investments, net						(1,073)						1,018
Net cash used in investing activities						(28,463)						(38,345)
Financing activities
Proceeds from revolving line of credit						1,117,100						756,300
Payments on revolving line of credit						(956,900)						(830,400)
Payments on term loan under credit facility						(12,500)						(12,500)
Proceeds from asset-backed financing						323,200						467,000
Payments on asset-backed financing						(177,200)						(324,000)
Payments on term facility						(19,937)						—
Proceeds from short-term borrowings and current portion of long-term debt						17,112						8,085
Payments on short-term borrowings and current portion of long-term debt						(11,699)						(1,562)
Proceeds from stock issued under share-based compensation plans						6,780						9,826
Payments of cash dividends						(92,163)						(88,287)
Repurchases of common stock						(160,648)						(84,496)
Net cash provided by (used in) financing activities						33,145						(100,034)
Effect of exchange rate changes on cash and cash equivalents						2,669						(3,369)
Change in cash and cash equivalents						5,807						30,354
Cash and cash equivalents at beginning of period						77,862						66,540
Cash and cash equivalents at end of period						$	83,669					$	96,894

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

4

POOL CORPORATION

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(In thousands)

						Common Stock																		Additional Paid-In						Retained						Accumulated Other Comprehensive
						Shares						Amount												Capital						Earnings						Loss						Total
Balance at December 31, 2024						37,692						$	38											$	638,615					$	648,476					$	(13,664)					$	1,273,465
Net income						—						—												—						53,545						—						53,545
Foreign currency translation						—						—												—						—						3,927						3,927
Interest rate swaps, net of the change in taxes $970						—						—												—						—						(2,911)						(2,911)
Repurchases of common stock, net of retirements						(169)						—												—						(56,530)						—						(56,530)
Share-based compensation						—						—												6,055						—						—						6,055
Issuance of stock under share-based compensation plans						137						—												6,383						—						—						6,383
Declaration of cash dividends						—						—												—						(45,243)						—						(45,243)
Balance at March 31, 2025						37,660						$	38											$	651,053					$	600,248					$	(12,648)					$	1,238,691
Net income						—						—												—						194,258						—						194,258
Foreign currency translation						—						—												—						—						13,358						13,358
Interest rate swaps, net of the change in taxes of $735						—						—												—						—						(2,204)						(2,204)
Repurchases of common stock, net of retirements						(351)						(1)												—						(105,322)						—						(105,323)
Share-based compensation						—						—												6,895						—						—						6,895
Issuance of stock under share-based compensation plans						5						—												397						—						—						397
Declaration of cash dividends						—						—												—						(46,954)						—						(46,954)
Balance at June 30, 2025						37,314						$	37											$	658,345					$	642,230					$	(1,494)					$	1,299,118

5

						Common Stock																		Additional Paid-In						Retained						Accumulated Other Comprehensive
						Shares						Amount												Capital						Earnings						Income (Loss)						Total
Balance at December 31, 2023						38,355						$	38											$	606,177					$	699,990					$	6,582					$	1,312,787
Net income						—						—												—						78,885						—						78,885
Foreign currency translation						—						—												—						—						(3,668)						(3,668)
Interest rate swaps, net of the change in taxes of $(742)						—						—												—						—						2,226						2,226
Repurchases of common stock, net of retirements						(41)						—												—						(16,304)						—						(16,304)
Share-based compensation						—						—												5,328						—						—						5,328
Issuance of stock under share-based compensation plans						148						—												8,773						—						—						8,773
Declaration of cash dividends						—						—												—						(42,343)						—						(42,343)
Balance at March 31, 2024						38,462						$	38											$	620,278					$	720,228					$	5,140					$	1,345,684
Net income						—						—												—						192,439						—						192,439
Foreign currency translation						—						—												—						—						(4,684)						(4,684)
Interest rate swaps, net of the change in taxes of $459						—						—												—						—						(1,376)						(1,376)
Repurchases of common stock, net of retirements						(181)						—												—						(68,519)						—						(68,519)
Share-based compensation						—						—												5,016						—						—						5,016
Issuance of stock under share-based compensation plans						8						—												1,053						—						—						1,053
Declaration of cash dividends						—						—												—						(45,944)						—						(45,944)
Balance at June 30, 2024						38,289						$	38											$	626,347					$	798,204					$	(920)					$	1,423,669

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

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POOL CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Summary of Significant Accounting Policies

Pool Corporation (the Company, which may also 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. 

The interim 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 2024 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 2024 Annual Report on Form 10-K.  The results for our three and six-month periods ended June 30, 2025 are not necessarily indicative of the expected results for our fiscal year ending December 31, 2025.

Income Taxes

We reduce federal and state income taxes payable by the tax benefits associated with the exercise of nonqualified stock options and the lapse of restrictions on restricted stock awards. To the extent realized tax deductions exceed the amount of previously recognized deferred tax benefits related to share-based compensation, we record an excess tax benefit. We record all excess tax benefits as a component of income tax benefit or expense on the Consolidated Statements of Income in the period in which stock options are exercised or restrictions on restricted stock awards lapse. There were no tax benefits realized from ASU 2016-09 in the second quarter of 2025 compared to an excess tax benefit of $0.4 million in the second quarter of 2024 and $3.9 million in the six months ended June 30, 2025, compared to $7.8 million in the six months ended June 30, 2024.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S., including a broad range of tax reform provisions. We currently do not expect the changes resulting from the OBBBA to have a material impact on our results of operations.

Retained Earnings

We account for the retirement of repurchased shares as a reduction of Retained earnings. As of June 30, 2025, the Retained earnings on our Consolidated Balance Sheets reflects (i) cumulative net income, (ii) the cumulative impact of adjustments for changes in accounting pronouncements, (iii) share retirements since the inception of our share repurchase programs of $2.9 billion and (iv) cumulative dividends of $1.4 billion.

Accumulated Other Comprehensive Loss

The table below presents the components of our Accumulated other comprehensive loss balance (in thousands):

			June 30,												December 31,
			2025						2024						2024
Foreign currency translation adjustments			$	(11,803)					$	(21,051)					$	(29,088)
Unrealized gains on interest rate swaps, net of tax			10,309						20,131						15,424
Accumulated other comprehensive loss			$	(1,494)					$	(920)					$	(13,664)

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Recent Accounting Pronouncements Pending Adoption

The following table summarizes recent accounting pronouncements that we plan to adopt in future periods:

Standard			Description			Effective Date			Effect on Financial Statements and Other Significant Matters
Accounting Standards Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and related amendments			In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03 and in January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which adds new disclosure requirements, including more detailed information about certain income statement expense line items and a separate disclosure for selling expenses.			For annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The ASU may be adopted on a prospective or retrospective basis with early adoption permitted.			We are currently evaluating the effect the adoption of this standard will have on our disclosures.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures			In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require enhancements and further transparency for decision usefulness to various income tax disclosures, most notably the tax rate reconciliation and income taxes paid.			For annual periods beginning after December 15, 2024. This ASU may be adopted on a prospective basis. Retrospective application and early adoption are also permitted.			We expect that the adoption of this standard will expand our disclosures but do not expect the adoption of this standard to have a material impact on our consolidated financial statements.
ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative			In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives, and transfers of financial assets.			On the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited.			We do not expect that the adoption of this standard will have a material impact on our consolidated financial statements or related disclosures.

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Note 2 – Earnings Per Share

We calculate basic and diluted earnings per share using the two-class method. Earnings per share under the two-class method is calculated using net income attributable to common stockholders, which is net income reduced by the earnings allocated to participating securities. Our participating securities include share-based payment awards that contain a non-forfeitable right to receive dividends and are considered to participate in undistributed earnings with common shareholders. Participating securities excluded from weighted average common shares outstanding were 186,000 for the three months ended June 30, 2025, and 208,000 for the three months ended June 30, 2024, and 185,000 for the six months ended June 30, 2025 and 206,000 for the six months ended June 30, 2024.

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

						Three Months Ended												Six Months Ended
						June 30,												June 30,
						2025						2024						2025						2024
Net income						$	194,258					$	192,439					$	247,803					$	271,324
Amounts allocated to participating securities						(963)						(1,018)						(1,220)						(1,417)
Net income attributable to common stockholders						$	193,295					$	191,421					$	246,583					$	269,907
Weighted average common shares outstanding:
Basic						37,271						38,124						37,365						38,164
Effect of dilutive securities:
Stock options and employee stock purchase plan						136						201						155						235
Diluted						37,407						38,325						37,520						38,399
Earnings per share attributable to common stockholders:
Basic						$	5.19					$	5.02					$	6.60					$	7.07
Diluted						$	5.17					$	4.99					$	6.57					$	7.03
Anti-dilutive stock options excluded from diluted earnings per share computations (1)						190						56						190						57

(1)Since these options have exercise prices that are higher than the average market prices of our common stock, including them in the calculation would have an anti-dilutive effect on earnings per share.

Note 3 – Acquisitions

In May 2024, we acquired the distribution assets of Swimline Distributors, Inc., a wholesale distributor of swimming pool products and supplies, adding one location in Georgia.

In January 2024, we acquired the distribution assets of Shoreline Pool Distribution, a wholesale distributor of swimming pool products and supplies, adding one location in Mississippi.

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.

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Note 4 – Fair Value Measurements and Interest Rate Swaps

Recurring Fair Value Measurements

Our assets and liabilities that are measured at fair value on a recurring basis include the unrealized gains or losses on our interest rate swap contracts and our deferred compensation plan asset and liability. The three levels of the fair value hierarchy under the accounting guidance are described below:

Level 1    Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2     Inputs to the valuation methodology include:

•quoted prices for similar assets or liabilities in active markets;

•quoted prices for identical or similar assets or liabilities in inactive markets;

•inputs other than quoted prices that are observable for the asset or liability; or

•inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3    Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The table below presents our assets and liabilities measured and recorded at fair value on a recurring basis (in thousands):

																		Fair Value at June 30,
						Input Level						Classification						2025						2024
Assets
Unrealized gains on interest rate swaps						Level 2						Prepaid expenses and other current assets						$	—					$	3,795
Unrealized gains on interest rate swaps						Level 2						Other assets						13,791						23,091
Deferred compensation plan asset						Level 1						Other assets						18,832						17,148
Liabilities
Deferred compensation plan liability						Level 1						Other long-term liabilities						$	18,832					$	17,148

Interest Rate Swaps

We utilize interest rate swap contracts to reduce our exposure to fluctuations in variable interest rates for future interest payments on a portion of our variable rate borrowings. 

We use significant other observable market data or assumptions (Level 2 inputs) in determining the fair value of our interest rate swap contracts 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 recognize any differences between the variable interest rate in effect and the fixed interest rates per our swap contracts as an adjustment to interest expense over the life of the swaps. To the extent our derivatives are effective in offsetting the variability of the hedged cash flows, we record the changes in the estimated fair value of our interest rate swap contracts to Accumulated other comprehensive loss on the Consolidated Balance Sheets.

Our interest rate swaps in effect during the first six months of 2025 were previously forward-starting and converted the variable interest rate to a fixed interest rate on a portion of our variable rate borrowings. Interest expense related to the notional amounts under our swap contracts was based on the fixed rates plus the applicable margin on our variable rate borrowings. We recorded changes in the estimated fair value of these interest rate swap contracts to Accumulated other comprehensive loss on the Consolidated Balance Sheets.

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One of our interest rate swap contracts terminated on February 28, 2025. The following table provides additional details related to this former swap contract:

Derivative

Inception Date

Effective Date

Termination Date

Notional Amount (in millions)

Fixed Interest Rate

Interest rate swap 1

February 5, 2020

February 26, 2021

February 28, 2025

$150.0

1.3260

%

We currently have two swap contracts in place. The following table provides additional details related to these swap contracts:

Derivative

Inception Date

Effective Date

Termination Date

Notional Amount (in millions)

Fixed Interest Rate

Interest rate swap 2

March 9, 2020

September 29, 2022

February 26, 2027

$150.0

0.6690

%

Interest rate swap 3

March 9, 2020

February 28, 2025

February 26, 2027

$150.0

0.7630

%

For the interest rate swap contracts in effect at June 30, 2025, 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 six-month periods ended June 30, 2025 or June 30, 2024.

Failure of any 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 were in a net pay position.

Our 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.

Other

Our deferred compensation plan asset represents investments in securities (primarily mutual funds) traded in an active market (Level 1 inputs) held for the benefit of certain employees as part of our deferred compensation plan. We record an equal and offsetting deferred compensation plan liability, which represents our obligation to participating employees. Changes in the fair value of the plan asset and liability are reflected in Selling and administrative expenses on the Consolidated Statements of Income.

The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate fair value due to the short maturity of those instruments. The carrying value of our long-term debt approximates its fair value.  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).

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Note 5 – Debt

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

						June 30,
						2025						2024
Variable rate debt
Short-term borrowings						$	4,612					$	7,053
Current portion of long-term debt:
Australian credit facility						12,774						12,673
Current portion of term loans under credit facility						—						25,000
Short-term borrowings and current portion of long-term debt						$	17,386					$	44,726
Long-term portion:
Revolving credit facility						$	354,800					$	178,400
Term loan under credit facility						450,000						450,000
Term facility						90,000						109,938
Receivables securitization facility						320,100						334,700
Less: financing costs, net						2,367						1,211
Long-term debt, net						1,212,533						1,071,827
Total debt						$	1,229,919					$	1,116,553

Credit Facility

Our Credit Facility provides for $1.3 billion in borrowing capacity consisting of an $800.0 million unsecured revolving credit facility and a $500.0 million term loan facility. Under our Credit Facility at June 30, 2025, there was $354.8 million of revolving borrowings outstanding, a $450.0 million term loan (net of $50.0 million of amortization payments), $15.1 million of standby letters of credit outstanding and $430.1 million available for borrowing.

Subsequent to June 30, 2025, we entered into the Fourth Amended and Restated Credit Agreement (the Amended Agreement), on July 10, 2025, by and among us, as U.S. Borrower, SCP Distributors Canada Inc., as Canadian Borrower, SCP International, Inc., as Euro Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and certain other lenders party thereto. The Amended Agreement amends and restates the terms of our predecessor credit agreement principally by refinancing the existing $500.0 million term loan, extending the term loan maturity date from September 26, 2026 to September 30, 2029 and removing the term secured overnight financing rate (Term SOFR) adjustment of 0.10%. Under the Amended Agreement, the term loan requires quarterly amortization payments commencing on September 30, 2027, with all remaining principal due on September 30, 2029. Revolving and term loan borrowings under the Amended Agreement continue to bear interest at a variable rate based on one-month Term SOFR, plus an applicable margin.

Otherwise, the Amended Agreement retains the core features of the predecessor credit agreement, including:

•$1.3 billion in borrowing capacity, consisting of:

◦an $800.0 million unsecured revolving credit facility;

◦a $500.0 million term loan facility;

•an accordion feature permitting us to request one or more incremental term loans or revolving credit facility commitment increases up to $250.0 million;

•an option permitting us to extend the maturity date of the revolving credit facility up to two years, subject to various conditions and restrictions; and

•sublimits for the issuance of swingline loans and standby letters of credit.

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Substantially all of the other terms of the term loan and revolving credit facility in the Amended Agreement remain similar to the predecessor credit agreement. The Amended Agreement continues to require us to maintain a maximum average total leverage ratio and a minimum fixed charge coverage ratio consistent with the terms specified in the predecessor credit agreement. All obligations under the Amended Agreement continue to be guaranteed on an unsecured basis by substantially all of our existing and future domestic subsidiaries. The Amended Agreement also continues to contain various customary affirmative and negative covenants and events of default. Failure to comply with any of the financial covenants or the occurrence of any other events of default would permit the lenders to, among other things, require immediate payment of all amounts outstanding under the Amended Agreement.

Following execution of the Amended Agreement on July 10, 2025, there was $380.0 million of revolving borrowings outstanding, a $500.0 million term loan, $14.4 million of standby letters of credit outstanding and $405.6 million available for borrowing under the Amended Agreement’s revolving credit facility.

Term Facility

Under our Term Facility, there was $90.0 million outstanding at June 30, 2025.

On July 10, 2025, we also entered into the Fourth Amendment to Credit Agreement, by and among us, as Borrower, the guarantors party thereto, and Bank of America, N.A., as lender (the Fourth Amendment), which amends that certain Credit Agreement by and among us, as borrower, the guarantors party thereto and Bank of America, N.A., as lender, dated as of December 30, 2019, as amended by that certain First Amendment to Credit Agreement dated October 12, 2021, that certain Second Amendment to Credit Agreement, dated June 30, 2023 and that certain Third Amendment to Credit Agreement, dated September 30, 2024 (as amended, the Term Agreement). The Fourth Amendment principally extends the maturity of the term loan under the Term Agreement from December 30, 2026 to September 30, 2029 to be concurrent with the maturity of the loans under the Amended Agreement and removes the Term SOFR adjustment of 0.10%. Term loan borrowings under the Term Agreement bear interest at a variable rate based on one-month Term SOFR, plus an applicable margin. Under the Term Agreement, the term loan is repaid in quarterly installments of 1.250% of the term loan on the last business day of each quarter beginning in the third quarter of 2027 with the final principal repayment due September 30, 2029.

Following the Fourth Amendment on July 10, 2025, there was $90.0 million outstanding under the Term Facility.

Receivables Securitization Facility

Under our Receivables Securitization Facility, there was $320.1 million outstanding at June 30, 2025.

Our accounts receivable securitization facility (the Receivables Facility) enables us to borrow up to $210.0 million to $375.0 million depending on the time of year, by providing for the sale of certain of our receivables to a wholly-owned subsidiary (the Securitization Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights to certain third-party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities.

We account for the sale of the receivable interests as a secured borrowing on our Consolidated Balance Sheets. The receivables subject to the agreement collateralize the cash proceeds received from the third-party financial institutions. We classify the entire outstanding balance as Long-term debt, net on our Consolidated Balance Sheets as we intend and have the ability to refinance the obligations on a long-term basis. We present the receivables that collateralize the cash proceeds separately as Receivables pledged under receivables facility on our Consolidated Balance Sheets.

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Note 6 - Segment Information

Since all of our sales centers have similar operations and share similar economic characteristics, we aggregate our sales centers into a single reportable segment and one reportable revenue stream. These similarities include (i) the nature of our products and services, (ii) the types of customers served and (iii) the distribution methods we use. Our chief operating decision maker (CODM) is our president and chief executive officer. Our CODM evaluates each sales center based on individual performance that includes both financial and operational measures. These measures include operating income, accounts receivable and inventory management criteria. The accounting policies for our segment are the same as those described in “Note 1 - Significant Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Note 1 above.

The table below presents segment revenue, operating expenses and operating income and reconciles segment operating income to consolidated income before taxes and equity in earnings (in thousands):

						Three Months Ended												Six Months Ended
						June 30,												June 30,
						2025						2024						2025						2024
Net sales						$	1,784,530					$	1,769,784					$	2,856,056					$	2,890,594
Cost of sales						1,249,369						1,239,643						2,008,526						2,021,894
Gross profit						535,161						530,141						847,530						868,700
Compensation expenses						135,815						130,955						256,184						250,164
Freight out expenses						28,650						28,329						45,772						46,224
Other selling and administrative expenses						98,026						99,376						195,367						192,111
Operating income						272,670						271,481						350,207						380,201
Reconciliation:
Interest and other non-operating expenses, net						12,219						14,044						23,381						27,463
Income before income taxes and equity in earnings						$	260,451					$	257,437					$	326,826					$	352,738

The tables below present supplemental information for our segment (in thousands):

						Three Months Ended												Six Months Ended
						June 30,												June 30,
						2025						2024						2025						2024
Depreciation						$	9,964					$	8,931					$	19,804					$	17,591
Amortization						2,165						2,113						4,312						4,201

						June 30,
						2025						2024
Receivables, net						$	172,028					$	169,849
Receivables pledged under receivables facility						404,776						407,680
Product inventories, net						1,330,221						1,295,600

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

You should read the following discussion in conjunction with the accompanying interim Consolidated Financial Statements and notes, the Consolidated Financial Statements and accompanying notes in our 2024 Annual Report on Form 10-K and Management’s Discussion and Analysis in our 2024 Annual Report on Form 10-K.  

Forward-Looking Statements

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 strategic, operational and capital allocation plans and objectives, management’s views on industry, economic, competitive, technological and regulatory conditions and other forecasts of trends and other matters. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to publicly 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,” “outlook,” “project,” “may,” “can,” “plan,” “target,” “potential,” “should” and other words and expressions of similar meaning.

No assurance can be given that the expected results in any forward-looking statement will be achieved, and actual results may differ materially due to one or more factors, including the sensitivity of our business to weather conditions; changes in economic conditions, consumer discretionary spending, the housing market, inflation or interest rates; our ability to maintain favorable relationships with suppliers and manufacturers; competition from other leisure product alternatives or mass merchants; our ability to continue to execute our growth strategies; changes in the regulatory environment; new or additional taxes, duties or tariffs; excess tax benefits or deficiencies recognized under ASU 2016-09 and other risks detailed in our 2024 Annual Report on Form 10-K, as updated by our subsequent filings with the U.S. Securities and Exchange Commission.  For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

OVERVIEW

Financial Results

Second quarter ended June 30, 2025 compared to the second quarter ended June 30, 2024

Net sales increased 1% in the second quarter of 2025. Our second quarter sales benefited from continued strength in maintenance products, including sales of our private-label chemical products. We also saw some improvement in trends across our discretionary categories.

Gross profit increased $5.0 million while gross margin was sustained at 30.0% compared to the same period of 2024. Our strong value proposition and supply chain efforts supported our current year gross margin during the quarter, which also reflects impacts from unfavorable customer and product mix.

Selling and administrative expenses (operating expenses) were held to a 1% increase compared to the second quarter of 2024, reflecting our disciplined approach to cost management. While inflationary pressures on wages and ongoing investments in our sales center network contributed to the increase, they were largely offset by our proactive control of variable expenses. As a percentage of net sales, expenses remained well-managed and demonstrated our continued focus on operational efficiency.

Operating income increased $1.2 million compared to the second quarter of 2024. Operating margin was 15.3% in both periods.

Net income increased to $194.3 million compared to $192.4 million in the second quarter of 2024. Earnings per diluted share increased 4% to $5.17 in the second quarter of 2025 compared to $4.99 in the same period of 2024. See RESULTS OF OPERATIONS below for definitions of our non-GAAP measures and reconciliations of our non-GAAP measures to GAAP measures.

References to product line and product category data throughout this report generally reflect data related to the North American swimming pool market, as this data is more readily available for analysis and represents the largest component of our operations.

15

In this Form 10-Q and other of our public disclosures, we estimate the impact that favorable or unfavorable weather had on our operating results. In connection with these estimates, we make several assumptions and rely on various third-party sources. It is possible that others assessing the same data could reach conclusions that differ from ours.

Financial Position and Liquidity

Our days sales outstanding (DSO), as calculated on a trailing four quarters basis, was 25.8 days at June 30, 2025 and 26.8 days at June 30, 2024. Our allowance for doubtful accounts balance was $8.3 million at June 30, 2025 and $9.4 million at June 30, 2024.

Our inventory levels increased from June 30, 2024 by $34.6 million, or 3%, to $1.3 billion as our team has focused on expanding our product offerings and ensuring that our customers have access to the products they need during their busiest time of the year. Our inventory reserve was $27.7 million at June 30, 2025 and $25.0 million at June 30, 2024. Our inventory turns, as calculated on a trailing four quarters basis, were 2.8 times at June 30, 2025 and 2.7 times at June 30, 2024.

Total debt outstanding increased $113.4 million to $1.2 billion at June 30, 2025, primarily to fund open market share repurchases of $156.4 million in the first six months of 2025.

For additional information, see “Liquidity and Capital Resources” below.

Current Trends and Outlook

For a detailed discussion of trends impacting us through 2024, see the Current Trends and Outlook section of Management’s Discussion and Analysis included in Part II, Item 7 of our 2024 Annual Report on Form 10-K.  

We expect sales for the full year of 2025 to be relatively flat compared to 2024. We primarily source our products domestically and expect that tariffs announced so far in 2025 and their resulting price increases will positively impact net sales by approximately 1%, resulting in an estimated price contribution for the full year of approximately 2%.

We expect gross margin for the full year of 2025 to be in line with our 2024 gross margin of 29.7%, with our highest margin in the second quarter of the year. Our efforts in pricing optimization and supply chain initiatives are expected to mitigate headwinds from product and customer mix that are currently pressuring our long-term gross margin outlook of 30.0%.

We expect to leverage our existing infrastructure and strategically manage discretionary spending while continuing to invest in our sales center network. We project that our operating expenses for 2025 will increase around 2% to 3% compared to 2024.

In 2025, we expect our effective tax rate will be around 25.0% without the impact of ASU 2016-09. Due to ASU 2016-09 requirements, we expect our effective tax rate will fluctuate from quarter to quarter, particularly in periods when employees elect to exercise their vested stock options or when restrictions on share-based awards lapse. We recorded a $3.9 million, or $0.10 per diluted share, tax benefit from ASU 2016-09 for the six months ended June 30, 2025. We may recognize additional tax benefits related to stock option exercises in 2025 from grants that expire in future years. We have not included any expected tax benefits in our full year guidance beyond what we have recognized as of June 30, 2025.

We expect 2025 diluted EPS in the range of $10.80 to $11.30, including the impact of year-to-date tax benefits of $0.10. We expect to continue to use cash for the payment of cash dividends as and when declared by our Board of Directors (Board) and to fund opportunistic share repurchases under our Board-authorized share repurchase program.

The forward-looking statements in the foregoing section and elsewhere in this report are based on current market conditions, speak only as of the filing date of this report, are based on several assumptions and are subject to significant risks and uncertainties, including the risks detailed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. See “Cautionary Statement for Forward-Looking Statements.”

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RESULTS OF OPERATIONS

As of June 30, 2025, we conducted operations through 451 sales centers in North America, Europe and Australia. For the six months ended June 30, 2025, approximately 95% of our net sales were from our operations in North America.

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

						Three Months Ended												Six Months Ended
						June 30,												June 30,
						2025						2024						2025						2024
Net sales						100.0		%				100.0		%				100.0		%				100.0		%
Cost of sales						70.0						70.0						70.3						69.9
Gross profit						30.0						30.0						29.7						30.1
Selling and administrative expenses						14.7						14.6						17.4						16.9
Operating income						15.3						15.3						12.3						13.2
Interest and other non-operating expenses, net						0.7						0.8						0.8						1.0
Income before income taxes and equity in earnings						14.6		%				14.6		%				11.4		%				12.2		%

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

We have included the results of operations from acquisitions in 2024 in our consolidated results since the acquisition dates.

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Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

Base Business

When calculating our base business results, we exclude for a period of 15 months sales centers that are acquired, opened in new markets or closed. We also exclude consolidated sales centers when we do not expect to maintain the majority of the existing business and existing sales centers that we consolidate 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, we include acquired, consolidated and new market sales centers in the base business calculation including the comparative prior year period.

We have not provided separate base business income statements within this Form 10-Q as our base business results for the three and six-month periods ended June 30, 2025 closely approximated consolidated results for the same period. Acquired and new market sales centers excluded from base business contributed less than 1% to the change in our reported net sales.

The table below summarizes the changes in our sales center count during the first six months of 2025:

December 31, 2024			448
New locations			4
Closed location			(1)
June 30, 2025			451

Net Sales

						Three Months Ended
						June 30,
(in millions)						2025						2024						Change
Net sales						$	1,784.5					$	1,769.8					$	14.7					1%

Net sales of $1.78 billion in the second quarter of 2025 increased 1% compared to $1.77 billion in the second quarter of 2024, benefiting from growth of maintenance-related products, including continued momentum in sales for our private-label chemical offerings. We also saw some improvement in trends across our discretionary categories.

The following factors impacted our sales during the quarter and are listed in order of estimated magnitude:

•stability from maintenance-related activities evidenced by volume growth in chemicals, which had 1% sales growth for the quarter and represented 15% of total sales;

•improved demand for products used in pool construction and discretionary activities (see discussion below); and

•a benefit of approximately 2% to 3% from inflationary product cost increases, net of price deflation on some items, compared to a 1% benefit in the second quarter of 2024.

In the second quarter of 2025, sales of equipment for maintenance, renovation and new construction activities, including swimming pool heaters, pumps, lights, filters and automation devices, increased 1% versus the same period last year, and collectively represented approximately 29% of net sales for the period. Sales of building materials, which are primarily used in new pool construction and remodeling, decreased 1% compared to the same period in 2024 and represented approximately 11% of net sales in the second quarter of 2025. Comparatively, sales of building materials decreased 10% in the second quarter of 2024 compared to the same period in 2023 and represented approximately 12% of net sales for the period.

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Gross Profit

						Three Months Ended
						June 30,
(in millions)						2025						2024						Change
Gross profit						$	535.2					$	530.1					$	5.1					1%
Gross margin						30.0		%				30.0		%

Gross margin remained consistent in the second quarter of 2025 compared to the second quarter of 2024, while gross profit increased 1% over the same period. Our strategic efforts to improve our supply chain, grow our private-label sales and promote value-added pricing supported our gross margin in the second quarter of 2025, which was also impacted by a less favorable customer and product mix compared to the prior year.

Operating Expenses

						Three Months Ended
						June 30,
(in millions)						2025						2024						Change
Selling and administrative expenses						$	262.5					$	258.7					$	3.8					1%
Operating expenses as a % of net sales						14.7		%				14.6		%

Selling and administrative expenses in the second quarter of 2025 were held to a 1% increase compared to the second quarter of 2024, reflecting our disciplined approach to cost management. While inflationary pressures on wages and ongoing investments in our sales center network contributed to the increase, these were largely offset by our proactive control of variable expenses. As a percentage of net sales, operating expenses were well-managed at 14.7% in the second quarter of 2025 compared to 14.6% in the same period of 2024, demonstrating our continued focus on operational efficiency.

Interest and Other Non-Operating Expenses, Net

Interest and other non-operating expenses, net for the second quarter of 2025 decreased $1.8 million compared to the second quarter of 2024. Our weighted average effective interest rate decreased to 4.6% in the second quarter of 2025 compared to 5.3% in the second quarter of 2024 on average outstanding debt of $1.1 billion and $1.0 billion for the respective periods.

Income Taxes

Our effective income tax rate was 25.4% for the three months ended June 30, 2025, compared to 25.3% for the three months ended June 30, 2024. There were no tax benefits realized from ASU 2016-09 in the quarter ended June 30, 2025, and we realized a benefit of $0.4 million in the same period last year. Without the benefit from ASU 2016-09 in both periods, our effective tax rate was 25.4% for the second quarter of 2025 and the second quarter of 2024.

Net Income and Earnings Per Share

Net income increased to $194.3 million in the second quarter of 2025 compared to $192.4 million in the second quarter of 2024. Earnings per diluted share increased 4% to $5.17 in the second quarter of 2025 compared to $4.99 in the same period of 2024.

See the reconciliation of GAAP to non-GAAP measures below.

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Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Net Sales

						Six Months Ended
						June 30,
(in millions)						2025						2024						Change
Net sales						$	2,856.1					$	2,890.6					$	(34.5)					(1)%

Net sales for the first six months of 2025 decreased 1% compared to the same period last year. During the first half of 2025, our sales benefited from consistent maintenance-related activities, which were supported by stable demand for essential, non-discretionary products. In the first quarter of the year, discretionary projects were pressured from market conditions and unfavorable weather at the beginning of the year. Although the market environment remained constrained in the second quarter of 2025, we saw overall sales expansion and discretionary activities were less of a drag on overall sales.

The following factors impacted our sales and are listed in order of estimated magnitude:

•stability from maintenance-related activities evidenced by volume growth in chemicals and 1% sales growth compared to the first six months of 2024, representing 14% of our net sales;

•lower sales volumes of products used in pool construction and discretionary activities (see discussion below);

•a benefit of approximately 2% from inflationary product cost increases, net of price deflation on some items, compared to a 1% to 2% benefit in the first six months of 2024; and

•one less selling day in the first half of 2025 compared to the same period in 2024 lowered net sales by 1%.

In the first six months of 2025, sales of equipment for maintenance, renovation and new construction activities, including swimming pool heaters, pumps, lights, filters and automation devices, decreased approximately 1% compared to the same period last year and collectively represented 31% of net sales in the first six months of 2025. Sales of building materials, which are primarily used in new pool construction and remodeling, decreased 3% compared to the first six months of 2024 and represented approximately 12% of net sales in the first six months of 2025.

Gross Profit

						Six Months Ended
						June 30,
(in millions)						2025						2024						Change
Gross profit						$	847.5					$	868.7					$	(21.2)					(2)%
Gross margin						29.7		%				30.1		%

Gross margin declined 40 basis points to 29.7% in the six months ended June 30, 2025, compared to 30.1% in the first six months of 2024. Our gross margin in the first six months of 2024 benefited 40 basis points from the non-recurring reversal of $12.6 million for estimated import taxes. Without the 40 basis points included in our prior year gross margin, gross margin was flat year-over-year. Our gross margin in the first six months of 2025 reflects benefits from our strategic pricing and supply chain initiatives, which were offset by a less advantageous customer mix and product mix.

Operating Expenses

						Six Months Ended
						June 30,
(in millions)						2025						2024						Change
Selling and administrative expenses						$	497.3					$	488.5					$	8.8					2%
Operating expenses as a % of net sales						17.4		%				16.9		%

Operating expenses for the six months ended June 30, 2025 were up 2% compared to the prior year period. Expense growth was primarily driven by inflationary impacts, particularly on base wages and facility costs, and continued investments in our technology initiatives and sales center network expansion. Increases in expenses were partially offset by disciplined control of variable costs. As a percentage of net sales, operating expenses increased to 17.4% in the first six months of 2025 compared to 16.9% in the same period of 2024.

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Interest and Other Non-Operating Expenses, Net

Interest and other non-operating expenses, net for the first six months of 2025 decreased $4.1 million compared to the same period last year. Our weighted average effective interest rate decreased to 4.5% from 5.3% for the respective periods on average outstanding debt of $1.0 billion for both periods.

Income Taxes

Our effective income tax rate was 24.2% for the six months ended June 30, 2025, compared to 23.1% for the six months ended June 30, 2024. We recorded a $3.9 million, or $0.10 per diluted share, tax benefit from ASU 2016-09 in the six months ended June 30, 2025, compared to a $7.8 million, or $0.20 per diluted share, tax benefit in the same period of 2024. Without the benefits from ASU 2016-09, our effective tax rate was 25.4% for the six months ended June 30, 2025, and 25.3% for the six months ended June 30, 2024.

Net Income and Earnings Per Share

Net income decreased 9% to $247.8 million for the six months ended June 30, 2025, compared to $271.3 million for the six months ended June 30, 2024. Earnings per diluted share decreased 7% to $6.57 for the six months ended June 30, 2025, versus $7.03 per diluted share for the six months ended June 30, 2024. Without the impact from ASU 2016-09 in both periods, earnings per diluted share decreased 5% to $6.47 for the six months ended June 30, 2025, compared to $6.83 for the six months ended June 30, 2024. See the reconciliation of GAAP to non-GAAP measures below.

Reconciliation of Non-GAAP Financial Measures

The non-GAAP measures described below should be considered in the context of all of our other disclosures in this Form 10-Q.

Adjusted Diluted EPS

We have included adjusted diluted EPS, a non-GAAP financial measure, as a supplemental disclosure, because we believe this measure is useful to management, investors and others in assessing our period-to-period operating performance.

Adjusted diluted EPS is a key measure used by management to demonstrate the impact of tax benefits from ASU 2016-09 on our diluted EPS and to provide investors and others with additional information about our potential future operating performance to supplement GAAP measures.

We believe this measure should be considered in addition to, not as a substitute for, diluted EPS presented in accordance with GAAP, and in the context of our other disclosures in this Form 10-Q. Other companies may calculate this non-GAAP financial measure differently than we do, which may limit its usefulness as a comparative measure.

The table below presents a reconciliation of diluted EPS to adjusted diluted EPS.

(Unaudited)						Three Months Ended												Six Months Ended
						June 30,												June 30,
						2025						2024						2025						2024
Diluted EPS						$	5.17					$	4.99					$	6.57					$	7.03
ASU 2016-09 tax benefit						—						(0.01)						(0.10)						(0.20)
Adjusted diluted EPS						$	5.17					$	4.98					$	6.47					$	6.83

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Seasonality and Quarterly Fluctuations

Our business is seasonal. In general, sales and operating income are highest during the second and third quarters, which represent the peak months of both swimming pool use and installation and irrigation and landscape installations and maintenance. Sales are lower during the first and fourth quarters. In 2024, we generated approximately 60% of our net sales and 73% 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 income statement and balance sheet data for the most recent eight quarters to illustrate seasonal fluctuations in these amounts.  We believe this information reflects all normal and recurring adjustments considered necessary for a fair presentation of this data.  The results of any one or more quarters are not necessarily a good indication of results for an entire fiscal year or of continuing future trends for a variety of reasons, including the seasonal nature of our business and the impact of new and acquired sales centers.

(Unaudited)			QUARTER
(in thousands)			2025												2024																								2023
			Second						First						Fourth						Third						Second						First						Fourth						Third
Statement of Income Data
Net sales			$	1,784,530					$	1,071,526					$	987,480					$	1,432,879					$	1,769,784					$	1,120,810					$	1,003,050					$	1,474,407
Gross profit			535,161						312,369						290,244						416,403						530,141						338,560						293,775						428,731
Operating income			272,670						77,538						60,651						176,353						271,481						108,720						79,344						194,443
Net income			194,258						53,545						37,300						125,701						192,439						78,885						51,437						137,843
Balance Sheet Data
Total receivables, net			$	576,804					$	497,076					$	314,861					$	425,693					$	577,529					$	527,175					$	342,910					$	461,582
Product inventories, net			1,330,221						1,460,680						1,289,300						1,180,491						1,295,600						1,496,947						1,365,466						1,259,308
Accounts payable			529,316						890,167						525,235						401,702						515,645						907,806						508,672						429,436
Total debt			1,229,919						1,025,090						950,356						923,829						1,116,553						979,177						1,053,320						1,033,897

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.

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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 and lawn care products
Unseasonably cool weather or extraordinary amounts			•			Fewer pool and irrigation and landscape
of rain						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			•			A longer pool and landscape season, thus positively
trends in fall						impacting our sales
(primarily in the northern half of the U.S. and Canada)
Unseasonably late warming trends in spring/early cooling			•			A shorter pool and landscape season, thus negatively
trends in fall						impacting our sales
(primarily in the northern half of the U.S. and Canada)

Weather Impacts on 2025 and 2024 Results

Weather conditions in the second quarter of 2025 were marked by above-average temperatures and higher-than-normal precipitation. Warm conditions generally supported seasonal trends, though localized disruptions occurred due to severe storms, flash flooding and tornado outbreaks, particularly in April and May. Around mid-June, we observed intense heat across many regions, further supporting demand in key markets. Overall, while weather patterns were variable, we believe that the net impact on our results was broadly neutral. In the second quarter of 2024, weather across the U.S. was mixed, with wetter conditions in the central regions and Texas, drier conditions in the West, and warmer-than-average temperatures, especially in June, supporting maintenance activities and leading to varied impacts across our markets.

Weather conditions in the first quarter of 2025 were mixed across our key markets. Early January snowstorms and overall cooler temperatures through much of February negatively impacted early season sales activity. While March brought warmer and drier weather, these improvements provided only partial relief to our sales trends and were insufficient to offset the slower start to the quarter. During the first quarter of 2024, above-average temperatures in some regions, including California, contributed positively to economic activities. However, the adverse effects of cooler and wetter weather in Florida and the Southeast, and excessive precipitation in Texas and the Northeast, outweighed the positives, resulting in an overall unfavorable impact on net sales.

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 estimates or assumptions, or the use of different estimates and assumptions, could have a material impact on our consolidated results of operations or financial condition.

Management has discussed the development, selection and disclosure of our critical accounting estimates with the Audit Committee of our Board.  For a description of our critical accounting estimates that require us to make the most difficult, subjective or complex judgments, please see our 2024 Annual Report on Form 10-K.  We have not changed any of these policies from those previously disclosed in that report.

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Recent Accounting Pronouncements

See Note 1 of “Notes to Consolidated Financial Statements,” included in Part I, Item 1 of this Form 10-Q for discussion of recent accounting pronouncements.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is defined as the ability to generate adequate amounts of cash to meet short-term and long-term cash needs. We assess our liquidity in terms of our ability to generate cash to fund our operating activities, taking into consideration the seasonal nature of our business. Significant factors which could affect our liquidity include the following:

•cash flows generated from operating activities;

•the adequacy of available bank lines of credit;

•the quality of our receivables;

•acquisitions;

•dividend payments;

•capital expenditures;

•changes in income tax laws and regulations;

•the timing and extent of share repurchases; and

•the ability to attract long-term capital with satisfactory terms.

Our primary capital needs are seasonal working capital obligations, debt repayment obligations and other general corporate initiatives, including acquisitions, opening new sales centers, technology-related investments, dividend payments and share repurchases. Our primary working capital obligations are for the purchase of inventory, payroll, rent, other facility costs and selling and administrative expenses. Our working capital obligations fluctuate during the year, driven primarily by seasonality and the timing of inventory purchases. Our primary sources of working capital are cash from operations supplemented by bank borrowings, which have historically been sufficient to support our growth and finance acquisitions. We have funded our capital expenditures and share repurchases in substantially the same manner.

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

•capital expenditures primarily for maintenance and growth of our sales center network, technology-related investments and vehicle fleet;

•inventory and other operating expenses;

•strategic acquisitions executed opportunistically;

•payment of cash dividends as and when declared by our Board;

•repayment of debt to maintain an average total target leverage ratio (as defined below) between 1.5 and 2.0; and

•discretionary repurchases of our common stock under our Board-authorized share repurchase program.

We focus our capital expenditure plans based on the needs of our existing sales centers and the opening of new sales centers. Our capital spending primarily relates to leasehold improvements, delivery and service vehicles and information technology. In recent years, we have increased our investment in technology and automation enabling us to operate more efficiently and better serve our customers.

Historically, our capital expenditures have averaged roughly 1.0% of net sales. Capital expenditures were 1.1% of net sales in 2024 and 2023. Based on management’s current plans, we project capital expenditures for 2025 will be approximately 1.0% to 1.5% of net sales.

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Sources and Uses of Cash

The following table summarizes our cash flows (in thousands):

						Six Months Ended
						June 30,
						2025						2024
(Used in) provided by operating activities						$	(1,544)					$	172,102
Used in investing activities						(28,463)						(38,345)
Provided by (used in) financing activities						33,145						(100,034)

Net cash used in operations was $1.5 million in the first six months of 2025 compared to net cash provided by operations of $172.1 million in the first six months of 2024. The difference in cash flow primarily relates to a $68.5 million federal tax payment, which was deferred from 2024, a headwind from our increased investments in inventory in the first six months of 2025, and lower net income.

Net cash used in investing activities for the first six months of 2025 decreased $9.9 million compared to the first six months of 2024, primarily due to a reduction of $7.5 million in net capital expenditures and a $4.4 million decline in acquisition costs.

Net cash provided by financing activities was $33.1 million for the first six months of 2025 compared to net cash used in financing activities of $100.0 million for the first six months of 2024, primarily reflecting our receipt of $279.2 million of net debt proceeds in the first six months of 2025 versus $62.9 million of net debt proceeds in the first six months of 2024, partially offset by a $76.2 million increase in share repurchases.

Future Sources and Uses of Cash

To supplement cash from operations as our primary source of working capital, we plan to continue to utilize our three major credit facilities, which are the Fourth Amended and Restated Credit Facility (the Credit Facility), the term facility provided under the below-defined Term Agreement (the Term Facility) and the Receivables Securitization Facility (the Receivables Facility). For additional details regarding these facilities, see the summary descriptions below and more complete descriptions in Note 5 of our “Notes to Consolidated Financial Statements,” included in Part II, Item 8 in our 2024 Annual Report on Form 10-K and Note 5 of “Notes to Consolidated Financial Statements” included in Part I, Item 1 of this Form 10-Q.

Credit Facility

Our Credit Facility, as recently amended on July 10, 2025, provides for $1.3 billion in borrowing capacity consisting of an $800.0 million unsecured revolving credit facility and a $500.0 million term loan facility. The Credit Facility also includes an accordion feature permitting us to request one or more incremental term loans or revolving credit facility commitment increases up to $250.0 million and sublimits for the issuance of swingline loans and standby letters of credit. We pay interest on revolving and term loan borrowings under the Credit Facility at a variable rate based on the one-month Term SOFR, plus an applicable margin. The term loan requires quarterly amortization payments commencing on September 30, 2027, with all remaining principal due on September 30, 2029. We intend to continue to use the Credit Facility for general corporate purposes, for future share repurchases and to fund future growth initiatives.

At June 30, 2025, there was $354.8 million of revolving borrowings outstanding, a $450.0 million term loan, $15.1 million of standby letters of credit outstanding and $430.1 million available for borrowing.  The weighted average effective interest rate for the Credit Facility as of June 30, 2025, was approximately 4.1%, excluding commitment fees and including the impact of our interest rates swaps.

Following the recent amendment to the Credit Facility on July 10, 2025, there was $380.0 million of revolving borrowings outstanding, a $500.0 million term loan, $14.4 million of standby letters of credit outstanding and $405.6 million available for borrowing.

Term Facility

Our Term Facility, as recently amended on July 10, 2025, provides for $90.0 million in borrowing capacity. Proceeds from the Term Facility were used to pay down the Credit Facility in December 2019, adding borrowing capacity for future share repurchases, acquisitions and growth-oriented working capital expansion. We pay interest on borrowings under the Term Facility at a variable rate based on one-month Term SOFR, plus an applicable margin. The Term Facility is repaid in quarterly installments of 1.250% of the Term Facility beginning in the third quarter of 2027, with the final principal repayment due on

25

September 30, 2029. We may prepay amounts outstanding under the Term Facility without penalty other than interest breakage costs.

At June 30, 2025, there was $90.0 million outstanding under the Term Facility with a weighted average effective interest rate of 5.6%.

Receivables Securitization Facility

Our two-year accounts receivable securitization facility (the Receivables Facility) offers us a low-cost form of financing. Under this facility, we can borrow up to $375.0 million between April through May and from $210.0 million to $350.0 million during the remaining months of the year. We pay interest on borrowings under the Receivables Facility at a variable rate based on one-month Term SOFR, plus an applicable margin. The Receivables Facility matures on October 30, 2026.

The Receivables Facility provides for the sale of certain of our receivables to a wholly-owned subsidiary (the Securitization Subsidiary). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights to certain third-party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities. Upon payment of the receivables by customers, rather than remitting to the financial institutions the amounts collected, we retain such collections as proceeds for the sale of new receivables until payments become due.

At June 30, 2025, there was $320.1 million outstanding under the Receivables Facility at a weighted average effective interest rate of 5.3%, excluding commitment fees.

Financial Covenants

Financial covenants of the Credit Facility, Term Facility and Receivables Facility include maintenance of a maximum average total leverage ratio and a minimum fixed charge coverage ratio, which are our most restrictive financial covenants.  As of June 30, 2025, 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 sum of (i) Total Non-Revolving Funded Indebtedness as of such date, (ii) the trailing twelve months (TTM) Average Total Revolving Funded Indebtedness and (iii) the TTM Average Accounts Securitization Proceeds divided by TTM EBITDA (as those terms are defined in the Credit Facility). As of June 30, 2025, our average total leverage ratio equaled 1.47 (compared to 1.47 as of March 31, 2025) and the TTM average total indebtedness amount used in this calculation was $965.5 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 June 30, 2025, our fixed charge ratio equaled 4.90 (compared to 4.89 as of March 31, 2025) and TTM Rental Expense was $108.9 million.

The Credit Facility and Term Facility limit the declaration and payment of dividends on our common stock to a manner consistent with past practice, provided no default or event of default has occurred and is continuing, or would result from the payment of dividends.  We may declare and pay quarterly dividends so long as (i) the amount per share of such dividends is not greater than the most recently publicly announced amount of dividends per share and (ii) our Average Total Leverage Ratio is less than 3.25 to 1.00 both immediately before and after giving pro forma effect to such dividends. Under the Credit Facility and Term Facility, we may repurchase shares of our common stock provided no default or event of default has occurred and is continuing, or would result from the repurchase of shares, and our maximum average total leverage ratio (determined on a pro forma basis) is less than 3.25 to 1.00.  

Other covenants in each of our credit facilities 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 our credit facilities could result in, among other things, higher interest rates on our borrowings or the acceleration of the maturities of our outstanding debt.

Interest Rate Swaps

We utilize interest rate swap contracts to reduce our exposure to fluctuations in variable interest rates for future interest payments on our variable rate borrowings.   Interest expense related to the notional amounts under all swap contracts is based on the fixed rates plus the applicable margin on the respective borrowings.

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As of June 30, 2025, we had two interest rate swap contracts in place, each of which has the effect of converting our exposure to variable interest rates on a portion of our variable rate borrowings to fixed interest rates. For more information, see Note 4 of “Notes to Consolidated Financial Statements” included in Part I, Item 1 of this Form 10-Q.

Compliance and Future Availability

As of June 30, 2025, we were in compliance with all material covenants and financial ratio requirements under our Credit Facility, our Term Facility and our Receivables Facility.  We believe we will remain in compliance with all material 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 Part II, Item 8 of our 2024 Annual Report on Form 10-K, as updated by Note 5 of “Notes to Consolidated Financial Statements,” included in Part I, Item 1 of this Form 10-Q.

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 would have the ability to finance any such transactions.

As of July 24, 2025, $515.7 million remained available to purchase shares of our common stock under our current Board-approved share repurchase program.  We expect to repurchase shares on the open market from time to time subject to market conditions.  We plan to fund these repurchases with cash provided by operations and borrowings under the above-described credit facilities.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

There have been no material changes in our exposure to interest rate risk during the six months ended June 30, 2025, from what we reported in our 2024 Annual Report on Form 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 2024 Annual Report on Form 10-K.

Currency Risk

There have been no material changes in our exposure to currency risk during the six months ended June 30, 2025 from what we reported in our 2024 Annual Report on Form 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 2024 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 June 30, 2025, management, including our CEO and CFO, performed an evaluation of the effectiveness of our disclosure controls and procedures.  Based on that evaluation, management, including our CEO and CFO, concluded that as of June 30, 2025, 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.

The effectiveness of our system of disclosure controls and procedures or internal control over financial reporting is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating such systems, the assumptions used in identifying the likelihood of future events and the inability to eliminate misconduct completely. As a result, there can be no assurance that our control systems will detect all errors or fraud. By their nature, our system can provide only reasonable assurance regarding management's control objectives.

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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 and our current insurance coverages, 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

Our operations and financial results are subject to various risks and uncertainties, which could adversely affect our business, financial condition or future results. We urge you to carefully consider (i) the other information set forth in this report and (ii) the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The table below summarizes the repurchases of our common stock in the second quarter of 2025:

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 (2)
April 1-30, 2025						64,579						$	309.50					64,573						$	600,000,000
May 1-31, 2025						110,951						$	297.01					110,860						$	567,076,117
June 1-30, 2025						175,170						$	293.38					175,170						$	515,684,868
Total						350,700						$	297.50					350,603

(1)Includes 97 shares of our common stock surrendered to us during the second quarter of 2025 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.

(2)In April 2025, our Board authorized an additional $309.2 million under our share repurchase program for the repurchase of shares of our common stock in the open market at prevailing market prices bringing the total authorization available under the program to $600.0 million. As of July 24, 2025, $515.7 million of the authorized amount remained available for use under our current share repurchase program. The share repurchase program does not obligate us to acquire any specific amount of shares and does not have an expiration date.

Our Board may declare future dividends at their discretion, after considering various factors, including our earnings, capital requirements, financial position, contractual restrictions and other relevant business considerations. For a description of restrictions on dividends in our Credit Facility and Term Facility, see the “Liquidity and Capital Resources” section of Management’s Discussion and Analysis in Part I, Item 2 of this Form 10-Q. We cannot assure shareholders or potential investors that dividends will be declared or paid any time in the future if our Board determines that there is a better use of our funds.

Item 5. Other Information

During the quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

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Item 6.  Exhibits

Exhibits filed as part of this report are listed below.

Incorporated by Reference

No.

Description

Filed/ Furnished with this Form 10-Q

Form

File No.

Date Filed

3.1

Restated Certificate of Incorporation of the Company.

10-Q

000-26640

8/9/2006

3.2

Amended and Restated Bylaws of the Company.

8-K

000-26640

10/25/2023

4.1

Form of certificate representing shares of common stock of the Company.

8-K

000-26640

5/19/2006

10.1

Fourth Amended and Restated Credit Agreement dated July 10, 2025, by and among Pool Corporation, as U.S. Borrower, SCP Distributors Canada Inc., as Canadian Borrower, SCP International, Inc., as Euro Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and certain other lenders party thereto.

8-K

000-26640

7/14/2025

10.2

Fourth Amendment to Credit Agreement dated July 10, 2025, by and among Pool Corporation, as Borrower, the guarantors party thereto, and Bank of America, N.A., as lender.

8-K

000-26640

7/14/2025

31.1

Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

31.2

Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

32.1

Certification by Chief Executive Officer and Chief Financial Officer 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

+

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

X

101.SCH

+

Inline XBRL Taxonomy Extension Schema Document

X

101.CAL

+

Inline XBRL Taxonomy Extension Calculation Linkbase Document

X

101.DEF

+

Inline XBRL Taxonomy Extension Definition Linkbase Document

X

101.LAB

+

Inline XBRL Taxonomy Extension Label Linkbase Document

X

101.PRE

+

Inline XBRL Taxonomy Extension Presentation Linkbase Document

X

104

+

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

X

+ Attached as Exhibit 101 to this report are the following items formatted in iXBRL (Inline Extensible Business Reporting Language):

1.Consolidated Statements of Income for the three and six months ended June 30, 2025 and June 30, 2024;

2.Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and June 30, 2024;

3.Consolidated Balance Sheets at June 30, 2025, December 31, 2024 and June 30, 2024;

4.Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and June 30, 2024;

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5.Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and June 30, 2024; and

6.Notes to Consolidated Financial Statements.

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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 July 30, 2025.

						POOL CORPORATION
			By:			/s/ Melanie Housey Hart
						Melanie Housey Hart
						Senior Vice President and Chief Financial Officer, and duly authorized signatory on behalf of the registrant

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FAQ

How did AXTA's Q2-25 revenue compare to Q2-24?

Net sales declined 3.4%, to $1.31 billion from $1.35 billion.

What segments drove Axalta’s Q2-25 profitability?

Mobility Coatings EBITDA grew to $92 m (+35%), offsetting a 10% EBITDA drop in Performance Coatings.

What is Axalta’s current debt balance and maturity profile?

Total borrowings are $3.45 bn; largest repayment is $2.34 bn due in 2029, with only $10 m scheduled for the remainder of 2025.

How much cash and liquidity does Axalta have?

Axalta reported $625 m cash plus $779 m available on its revolver, giving >$1.4 bn total liquidity.

What impact did the 2024 Transformation Initiative have in 2025?

The initiative generated $20 m YTD pre-tax charges; total expected charges are ~$82 m through 2026.

Did Axalta repurchase shares in Q2-25?

Yes, the company spent $65 m buying back 2.0 m shares, reducing outstanding shares to 216.6 m.