23 unchanged sentences
In our opinion, Pool Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 25, 2021 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated February 25, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
19 unchanged sentences
Not applicable.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
30 unchanged sentences
10-Q 000-26640 08/09/2006
−Removed: 3.2 Amended and Restated Bylaws of the Company.
+Added: 3.2 Amended and Restated By - laws of the Company.
8-K 000-26640 02/08/2019
3 unchanged sentences
10-K 000-26640 02/27/2020
−Removed: 10.1 * Amended and Restated SCP Pool Corporation Employee Stock Purchase Plan.
+Added: 10.1 * Pool Corporation Amended and Restated Employee Stock Purchase Plan.
8-K 000-26640 05/06/2016
2 unchanged sentences
10.3 * Form of Stock Option Agreement for Employees under the Amended and Restated 2007 Long - Term Incentive Plan.
−Removed: 10-K 000-26640 02/26/2015
10.4 * Form of Performance-Based Restricted Stock Agreement under the Pool Corporation Amended and Restated 2007 Long-Term Incentive Plan.
−Removed: 10-K 000-26640 02/26/2016
10.5 * Form of Stock Option Agreement for Directors under the Amended and Restated 2007 Long‑Term Incentive Plan.
19 unchanged sentences
10-K 000-26640 02/27/2019
+Added: 10.14 * Pool Corporation Strategic Plan Incentive Program.
+Added: 10.15 Second Amended and Restated Credit Agreement dated as of September 27, 2021, by and among Pool Corporation, as U.S.
+Added: 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.
+Added: 8-K 000-26640 9/29/2021
+Added: 10.16 as amended by First Amendment to Second Amended and Restated Credit Agreement
Incorporated by Reference
1 unchanged sentence
Form 10-K Form File No.
−Removed: 10.14 Amended and Restated Credit Agreement dated as of September 29, 2017, among Pool Corporation as US Borrower, by and among Pool Corporation, as US Borrower, SCP Distributors Canada Inc., as Canadian Borrower, SCP Pool B.V., as Dutch Borrower, Wells Fargo Bank, National Association, as Joint Lead Arranger, Administrative Agent, Swingline Lender and an Issuing Lender, Bank of America, N.A., MUFG Union Bank, N.A., Capital One, N.A., Regions Bank, and BB&T Capital Markets, each as Joint Lead Arranger and Syndication Agent, and Fifth Third Bank, JP Morgan Chase Bank, N.A., Industrial and Commercial Bank of China Ltd., New York Branch, and the Bank of East Asia Ltd., New York Branch.
−Removed: 8-K 000-26640 10/02/2017
−Removed: 10.15 as amended by First Amendment to Amended and Restated Credit Agreement .
−Removed: 8-K 000-26640 09/24/2018
−Removed: 10.16 as amended by Second Amendment to Amended and Restated Credit Agreement.
−Removed: 10-K 000-26640 02/27/2020
−Removed: 10.17 as amended by Third Amendment to Amended and Restated Credit Agreement.
−Removed: 10-K 000-26640 02/27/2020
−Removed: 10.18 * Pool Corporation Strategic Plan Incentive Program.
−Removed: 10-K 000-26640 02/27/2019
10.17 Receivables Sale and Contribution Agreement, dated as of October 11, 2013, between SCP Distributors LLC, Horizon Distributors, Inc., Superior Pool Products LLC and Poolfx Supply LLC, as Originators and Superior Commerce LLC, as Buyer.
20 unchanged sentences
8-K 000-26640 11/04/2019
+Added: 10.28 Omnibus Amendment No.
+Added: 1, dated November 1, 2021, among Superior Commerce LLC, as Seller, SCP Distributors LLC, as the Servicer, Pool Corporation as the Performance Guarantor, the Purchasers from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent.
+Added: 8-K 000-26640 11/01/2021
10.29 Performance Undertaking, dated as of October 11, 2013, by and between Pool Corporation and Superior Commerce LLC.
8-K 000-26640 10/17/2013
−Removed: Incorporated by Reference
−Removed: Description Filed/
−Removed: Form 10-K Form File No.
10.30 Credit Agreement, dated as of December 30, 2019, among Pool Corporation as the Borrower, Certain Subsidiaries of the Borrower Party Hereto, as the Guarantors, and Bank of America, N.A., as the Lender.
8-K 000-26640 01/02/2020
+Added: 10.31 First Amendment to Credit Agreement, dated October 12, 2021 by and among Pool Corporation as Borrower, the Guarantors and BANK OF AMERICA, N.A as Lender.
+Added: 10-Q 000-26640 10/28/2021
Subsidiaries of the registrant.
2 unchanged sentences
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.
+Added: Incorporated by Reference
+Added: Description Filed/
+Added: Form 10-K Form File No.
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
21 unchanged sentences
Stokely Chairman of the Board and Lead Independent Director
−Removed: Arvan President, Chief Executive Officer and Director
−Removed: Joslin Senior Vice President and Chief Financial Officer
+Added: Arvan President, Chief Executive Officer and Director (principal executive officer)
/s/ MELANIE M.
−Removed: Housey Hart Vice President, Corporate Controller and Chief Accounting Officer
−Removed: /s/ ANDREW W.
−Removed: Code Director
+Added: Housey Hart Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)
+Added: /s/ MARTHA S.
+Added: Gervasi Director
/s/ TIMOTHY M.
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.