Table of Contents
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM
10-K

☒Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

For the Fiscal Year Ended December 31, 2016

2019

or

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from
to

Commission File Number
1-5581

WATSCO, INC.

(Exact name of registrant as specified in its charter)

FLORIDA
 
59-0778222

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

2665 South Bayshore Drive, Suite 901

Miami, FL 33133

(Address of principal executive offices, including zip code)

(305)
714-4100

(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, $0.50 par value
 
WSO
New York Stock Exchange
Class B common stock, $0.50 par value
 
WSOB
New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  Yes  
☒    NO  
    No  
☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES  Yes  
☐    NO  
    No  
☒

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 and 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  Yes  
☒    NO  
    No  
☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  Yes  
☒    NO  
    No  
☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filer
 
☒
 
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
 ☐
Non-accelerated filer ☐ Smaller reporting
Emerging growth company
 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Act). YES  Yes 
☐    NO
     No ☒

The aggregate market value of the registrant’s voting common equity held by
non-affiliates
of the registrant as of June 30, 2016,28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $3,693$5,328 million, based on the closing sale price of the registrant’s common stock on that date. For purposes of determining this number, all named executive officers and directors of the registrant as of June 30, 201628, 2019 were considered affiliates of the registrant. This number is provided only for the purposes of this Annual Report on Form
10-K
and does not represent an admission by either the registrant or any such person as to the affiliate status of such person.

The registrant’s common stock outstanding as of February 17, 201725, 2020 comprised (i) 30,362,11932,717,924 shares of Common stock, excluding 6,322,6504,823,988 treasury shares, and (ii) 5,243,8295,564,890 shares of Class B common stock, excluding 48,263 treasury shares.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Parts I andPart II is incorporated by reference from the registrant’s 20162019 Annual Report, attached hereto as Exhibit 13. The information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated herein by reference from the registrant’s definitive proxy statement for the 20172020 annual meeting of shareholders (to be filed pursuant to Regulation 14A).

Table of Contents
WATSCO, INC. AND SUBSIDIARIES

Form
10-K

For the Fiscal Year Ended December 31, 2016

2019

INDEX

PART I
Page
   Page 
Item 1.

Business

3
Item 1A.

Risk Factors

10
Item 1B.

Unresolved Staff Comments

13
Item 2.

Properties

13
Item 3.

Legal Proceedings

13
Item 4.

Mine Safety Disclosures

13
PART III
  
Item 5. 

Item 1.
Business
4
Item 1A.
Risk Factors
12
Item 1B.
Unresolved Staff Comments
16
Item 2.
Properties
16
Item 3.
Legal Proceedings
17
Item 4.
Mine Safety Disclosures
17
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  14
17
 
Item 6.

Selected Financial Data

  15 
Item 7.6.
 

Selected Financial Data
18
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

  15
19
 
Item 7A. 

Item 7A.
Quantitative and Qualitative Disclosures aboutAbout Market Risk

  15
19
 
Item 8. 

Item 8.
Financial Statements and Supplementary Data

  15
19
 
Item 9. 

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  15
19
 
Item 9A.

Controls and Procedures

  15
Item 9B.

Other Information

  16
Item 9A.
Controls and Procedures
19
 
Item 9B.
Other Information
19
PART III
  
PART IV
  
Item 15.

Exhibits and Financial Statement Schedules

  16
SIGNATURES  
Item 15.
Exhibits, Financial Statement Schedules
20
Item 16.
Form 10-K Summary
22
SIGNATURES
23
 

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PART I

Forward-Looking Statements

This Annual Report on Form
10-K
contains or incorporates by reference statements that are not historical in nature and that are intended to be, and are hereby identified as, “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Statements which are not historical in nature, including the words “anticipate,” “estimate,” “could,” “should,” “may,” “plan,” “seek,” “expect,” “believe,” “intend,” “target,” “will,” “project,” “focused,” “outlook”“outlook,” “goal,” “designed,” and variations of these words and negatives thereof and similar expressions are intended to identify forward-looking statements, including statements regarding, among others, (i) economic conditions, (ii) business and acquisition strategies, (iii) potential acquisitions and/or joint ventures and investments in unconsolidated entities, (iv) financing plans, and (v) industry, demographic and other trends affecting our financial condition or results of operations. These forward-looking statements are based on management’s current expectations, are not guarantees of future performance and are subject to a number of risks, uncertainties, and changes in circumstances, certain of which are beyond our control. Actual results could differ materially from these forward-looking statements as a result of several factors, including, but not limited to:

•general economic conditions;

•competitive factors within the HVAC/R industry;

•effects of supplier concentration;

•fluctuations in certain commodity costs;

•consumer spending;

•consumer debt levels;

•new housing starts and completions;

•capital spending in the commercial construction market;

•access to liquidity needed for operations;

•seasonal nature of product sales;

•weather conditions;

•insurance coverage risks;

•federal, state and local regulations impacting our industry and products;

•prevailing interest rates;

•foreign currency exchange rate fluctuations;

•international political risk;

•cybersecurity risk; and

•the continued viability of our business strategy.

general economic conditions, both in the United States and in the international markets we serve;
competitive factors within the HVAC/R industry;
effects of supplier concentration;
fluctuations in certain commodity costs;
consumer spending;
consumer debt levels;
new housing starts and completions;
capital spending in the commercial construction market;
access to liquidity needed for operations;
seasonal nature of product sales;
weather patterns and conditions;
insurance coverage risks;
federal, state, and local regulations impacting our industry and products;
prevailing interest rates;
foreign currency exchange rate fluctuations;
international risk;
cybersecurity risk; and
the continued viability of our business strategy.
We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. For additional information regarding other important factors that may affect our operations and could cause actual results to vary materially from those anticipated in the forward-looking statements, please see the discussion included in Item 1A “Risk Factors” of this Annual Report on Form
10-K,
as well as the other documents and reports that we file with the SEC. Forward-looking statements speak only as of the date the statements were made. We assume no obligation to update forward-looking information or the discussion of such risks and uncertainties to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except as required by applicable law. We qualify any and all of our forward-looking statements by these cautionary factors.

ITEM 1.
BUSINESS

General

Watsco, Inc. and its subsidiaries (collectively, “Watsco,” or “we”, “us”“we,” “us,” or “our
”
) was incorporated in Florida in 1956 and is the largest distributor of air conditioning, heating and refrigeration equipment and related parts and supplies (“HVAC/R”) in the HVAC/R distribution industry in North America. At December 31, 2016,2019, we operated from 565606 locations in 3738 U.S. States, Canada, Mexico and Puerto Rico with additional market coverage on an export basis to portions of Latin America and the Caribbean, through which we serve approximately 88,000more than 100,000 active contractors and dealers that service the replacement and new construction markets. Our revenues in HVAC/R distribution have increased from $64.1 million in 1989 to $4.2$4.8 billion in 2016,2019, resulting from our strategic acquisition of companies with established market positions and subsequent building of revenues and profit through a combination of additional locations, introduction of new products, and other initiatives.

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Our principal executive office is located at 2665 South Bayshore Drive, Suite 901, Miami, Florida 33133, and our telephone number is(305)
 714-4100.
Our website address on the Internet is www.watsco.com and
e-mails
may be sent to info@watsco.com. Our website address is included in this report only as an inactive textual reference. Information contained on, or available through, our website is not incorporated by reference in, or made a part of, this report.

Air Conditioning, Heating and Refrigeration Industry

The HVAC/R distribution industry is highly fragmented with approximately 2,100 distribution companies. The industry in the United States and Canada is well-established, having had its primary period of growth during the post-World War II era with the advent of affordable central air conditioning and heating systems for both residential and commercial applications. The advent of HVAC/R products in Latin America and the Caribbean is also well-established, but has emerged in more recent years as those economies have grown and products have become more affordable and have matured from luxury to necessity.

Based on data published in the 20162019 IBIS World Industry Report for Heating and Air Conditioning Contractors in the U.S. and other available data, we estimate that the annual market on an installed basis for residential central air conditioning, heating, and refrigeration equipment, and related parts and supplies is approximately $88.0$97.0 billion. Air conditioning and heating equipment is manufactured primarily by seven major companies that together account for approximately 90% of all units shipped in the United States each year. These companies are: Carrier Corporation (“Carrier”), a subsidiary of United Technologies Corporation;Corporation (“UTC”); Goodman Manufacturing Company, L.P. (“Goodman”), a subsidiary of Daikin Industries, Ltd.; Rheem Manufacturing Company (“Rheem”); Trane Inc. (“Trane”), a subsidiary of Ingersoll-Rand Company Limited; York International Corporation, a subsidiary of Johnson Controls, Inc.; Lennox International, Inc.; and Nordyne CorporationNortek Global HVAC, LLC (“Nordyne”Nortek”), a subsidiary of Nortek, Corporation.Inc. These manufacturers distribute their products through a combination of factory-owned locations and independent distributors who, in turn, supply the equipment and related parts and supplies to contractors and dealers nationwide that sell to and install the products for consumers, businesses, and other
end-users.

Air conditioning and heating equipment is sold to the replacement and new construction markets for both residential and commercial applications. The residential replacement market has increased in size and importance over the past several years as a result of the aging of the installed base of residential central air conditioners and furnaces, the introduction of new higher energy efficient models to address both regulatory mandates as well as consumer optionality, the remodeling and expansion of existing homes, the addition of central air conditioning to homes that previously had only heating products, and consumers’ overall unwillingness to live without air conditioning or heating products. The mechanical life of central air conditioning and furnaces varies by geographical region due to usage and ranges from approximately 8 to 20 years. According to data published by the Energy Information Administration in 20132018 there are approximately 8991 million central air conditioning and heating systems installed in the United States that have been in service for more than 10 years. Many installed units are currently reaching the end of their useful lives, which we believe will providelong-term provides a growing and stable replacement market.

Additionally, we sell a variety of
non-equipment
products representing more than 300,000 SKUs, including parts, ductwork, air movement products, insulation, tools, installation supplies, thermostats, and air quality products. We distribute products manufactured by Honeywell International,Resideo Technologies Inc. (“Honeywell”Resideo”), Johns Manville (“Johns Manville”) and Owens Corning Insulating Systems, LLC (“Owens Corning”), among others.

We also sell products to the refrigeration market. These products include condensing units, compressors, evaporators, valves, refrigerant,
walk-in
coolers, and ice machines for industrial and commercial applications. We distribute products manufactured by Copeland Compressor Corporation, LLC, a subsidiary of Emerson Electric Co. (“Emerson”), The Chemours Company (“Chemours”), Mueller Industries, Inc. (“Mueller”), and Welbilt, Inc. (“Welbilt”), among others.

Culture and Business Strategy

We have built our network of locations

Watsco began its HVAC/R distribution strategy in 1989 and has grown by using a “buy and build” philosophy, which has producedresulting in substantial historical long-term growth in revenues and profits. The “buy” component of the strategy has focused on acquiring or investing in market leaders to either expand into new geographic areas or gain additional market share in existing markets. We have employed a disciplined and conservative approach, which seeks opportunities that fit well-defined financial and strategic criteria. The “build” component of the strategy has focused on implementing aencouraging growth culture at acquired companies, by adding products and locations to better serve customers, investing in scalable technologies, and exchanging ideas and business concepts amongst the executive managementleadership teams. Newly acquired businesses have access to our capital resources and established vendor relationships to provide their customers with an expanded array of product lines on favorable terms and conditions
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with an intensified commitment to service. We have also developed a culture whereby leaders, managers and employees are provided the opportunity to own shares of Watsco through a variety of stock-based equity plans. We believe that this culture instills a performance-driven, long-term focus on the part of our employees and aligns their interests with the interests of other Watsco shareholders.

Culture of Innovation & Technology Strategy
In recent years, we have established a strong culture of innovation, whereby people, processes and technology have rapidly evolved to modernize and digitize our business. With this digital evolution in mind, our efforts have addressed how customers are served, how internal processes and practices can be improved, and how data and analytics can be created and used to enhance long-term performance. Investments include the addition of more than 200 technology employees along with investments in our locations and infrastructure to enable these technologies.
To that end, several scalable technology platforms have been launched with the largest focus on customer-obsessed technologies, which are improving and transforming the customer experience at all of our locations. Specific initiatives include: (i) mobile applications for iOS and Android devices to help customers operate more efficiently and interact with our locations more easily; (ii)
 e-commerce
between our customers and our subsidiaries; (iii) supply chain optimization; (iv) building and maintaining the largest source of digitized HVAC/R product information; and (v) the development of business intelligence systems and related data sets, which provide enhanced management tools. In addition, through our subsidiary Watsco Ventures, LLC (“Watsco Ventures”), we have developed (internally and through external collaboration) a variety of early-stage technologies with the goal of helping contractor customers grow and become more profitable, and otherwise compliment the initiatives set forth above.
To further extend our technology reach, in August 2018, we acquired Alert Labs, Inc. (“Alert Labs”), a company based in Kitchener, Ontario, Canada that develops, designs and builds “internet of things,” or IoT, hardware and software, including cloud-based and mobile solutions aimed at protecting homes and businesses from property damage and unnecessary expenses. Alert Labs has also furthered the development of Sentree, an IoT device developed by Watsco Ventures. Sentree attaches to an existing HVAC system and, through a proprietary cloud-based software platform, remotely measures, collects and analyzes vital performance analytics.
Strategy in Existing Markets

Our strategy for growth in existing markets focuses on customer service, and product expansion, and the implementation of technology to satisfy the needs of the higher growth, higher margin replacement market, in which customers generally demand immediate, convenient, and reliable service. We respond to this need by (i) offering a broad range of product lines, including the necessary equipment, parts, and supplies to enable a contractor to install or repair a central air conditioner, furnace, or refrigeration system, (ii) maintaining a strong density of warehouse locations for increased customer convenience, (iii) maintaining well-stocked inventories to ensure that customer orders are filled in a timely manner, (iv) providing a high degree of technical expertise at the point of sale, (v) collaborating with customers to advertise and (v)market their business and services in local markets, and (vi) developing and implementing technology to further enhance customer service capabilities. We believe these concepts provide a competitive advantage over smaller, less-capitalized competitors that are unable to commit resources to open and maintain additional locations, implement technological business solutions, provide the same range of products, maintain the same inventory levels, or attract the wide range of expertise that is required to support a diverse product offering. In some geographic areas, we believe we have a competitive advantage over factory-operated distribution networks, which typically do not maintain inventories of parts and supplies that are as diversified as ours and which have fewer warehouse locations than we do, making it more difficult for these competitors to meet the time-sensitive demands of the replacement market.

In addition to the replacement market, we sell to the new construction market, including new homes and commercial construction. We believe our reputation for reliable, high-quality service, and relationships with contractors, who may serve both the replacement and new construction markets, allowallows us to compete effectively in these markets.

Technology Strategy

We are actively transforming our business by investing in scalable technology platforms to further strengthen our leadership position, accelerate sales and profit growth, increase the speed and convenience of serving customers and extend our reach into new geographies and sales channels. Our initiatives include: (i) the development and implementation of mobile applications for iOS and Android devices focused on helping our customers operate more efficiently and interact with our locations more easily; (ii) enablinge-commerce between our customers and our subsidiaries; (iii) supply chain optimization; (iv) building the largest source of digitized HVAC/R product information; (v) the development and implementation of business analytics systems and related data sets, which provide enhanced management tools; and (vi) maintaining our website, ACDoctor.com, which educates consumers about energy efficient HVAC solutions and financial incentives related to the installation of energy efficient systems and connects them with high quality contractors.

Performance-Based Compensation & Stock-Based Equity Plans

We maintain a culture that rewards performance through a variety of performance-based pay, commission programs, cash incentives, and stock-based equity programs. Stock-based plans include 401(k) matching contributions to eligible employees, a voluntary employee stock purchase plan, and the granting of stock options and
non-vested
restricted stock based on individual merit and measures of performance. Our equity compensation plans are designed to promote long-term performance, as well as to create long-term employee retention, continuity of leadership, and an ‘ownership culture’ownership culture whereby management and employees think and act as owners of the Company. We believe that our restricted stock program is unique because an employee’s restricted share grants generally vest entirely and only at the end of his or her career (age 62 or later) and, prior to retirement, these grants remain subject to significant risksrisk of forfeiture.

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Product Line Expansion

We actively seek new or expanded territories of distribution from our key equipment suppliers. We continually evaluate new parts and supply products to support equipment sales and further enhance service to our customers. This initiative includes increasing theour product offering with existing vendors and identifying new product opportunities through traditional and
non-traditional
supply channels. We have also introduced private-label products as a means to obtain market share and grow revenues. We believe that our private-label branded products complement our existing product offerings at selected locations, based on customer needs and the particular market position and price of these products.

Acquisition Strategy

We focus on acquiring and investing in businesses that either complement our current presence in existing markets or establish a presence in new geographic markets. Since 1989, we have acquired 5963 HVAC/R distribution businesses, sixsome of which currently operate as primary operating subsidiaries. The otherOther smaller acquired distributors have been integrated into or are under the management of our primary operating subsidiaries. Through a combination of sales and market share growth, opening of new locations,
tuck-in
acquisitions, expansion of product lines, improved pricing, and programs that have resulted in higher gross profit, performance incentives, and a culture of equity value for key leadership, we have produced substantial sales and earnings growth post-acquisition.in our acquired businesses. We continue to pursue additional strategic acquisitions, and/orinvestments and joint ventures to allow further penetration in existing markets and expansion into new geographic markets.

Operating Philosophy

We encourage our local leadership to operate in a manner that builds upon the long-term relationships they have established with their suppliers and customers. Typically, we maintain the identity and culture of businesses by retaining their historical trade names, management teams and sales organizations, and continuity of their product brand-name offerings. We believe this strategy allows us to build on the value of the acquired operations by creating additional sales opportunities while providing an attractive exit strategy for the former owners of these companies.

We maintain a specialized staff at our corporate headquarters that provides functional support for our subsidiaries’ growth strategies in their respective markets. Such functional support staff includes specialists in finance, accounting, product procurement, information technology, treasury and working capital management, tax planning, risk management, and safety. Certain general and administrative expenses are targeted for cost savings by leveraging the overall business volume and improving operating efficiencies.

DESCRIPTION OF BUSINESS

Products

We sell an expansive line of products and maintain a diverse mix of inventory to meet our customers’ immediate needs, and we seek to provide products a contractor would generally require when installing or repairing a central air conditioner, furnace, or refrigeration system on short notice. The cooling capacity of air conditioning units is measured in tons. One ton of cooling capacity is equivalent to 12,000 British Thermal Units (“BTUs”) and is generally adequate to air condition approximately 500 square feet of residential space. The products we distribute consist of: (i) equipment, including residential ducted and ductless air conditioners ranging from 1 to 5 tons, gas, electric, and oil furnaces ranging from 50,000 to 150,000 BTUs, commercial air conditioning and heating equipment and systems ranging from
1-1/2
to 25 tons, and other specialized equipment, (ii) parts, including replacement compressors, evaporator coils, motors, and other component parts, and (iii) supplies, including thermostats, insulation material, refrigerants, ductwork, grills, registers, sheet metal, tools, copper tubing, concrete pads, tape, adhesives, and other ancillary supplies and (iv) plumbing and bathroom remodeling supplies.

Sales of HVAC equipment, which we currently source from approximately 20 vendors, accounted for 66%68% and 67% of our revenues for both the years ended December 31, 20162019 and 2015.2018, respectively. Sales of other HVAC products, which we currently source from approximately 1,200 vendors, comprised 28% and 29% of our revenues for both the years ended December 31, 20162019 and 2015.2018, respectively. Sales of commercial refrigeration products, which we currently source from approximately 150 vendors, accounted for 5%4% of our revenues for both the years ended December 31, 20162019 and 2015.

2018.

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Distribution and Sales

At December 31, 2016,2019, we operated from 565606 locations, a vast majority of which are located in regions that we believe have demographic trends favorable to our business. We maintain large inventories at each of our warehouse locations and either deliver products to customers using one of our trucks or a third party logistics provider,providers, or we make products available for
pick-up
at the location nearest to the particular customer. We have approximately 1,000 commissioned salespeople, averaging more than 10 years of experience in the HVAC/R distribution industry.

The markets we serve are as follows:

   % of Revenues for
the Year Ended
December 31, 2016		  Number of
Locations as of
December 31, 2016		 

United States

   87%   507  

Latin America and the Caribbean

   7%   21  

Canada

   6%   37  
  

 

 

  

 

 

 

Total

   100%   565  
  

 

 

  

 

 

 

         

The markets we serve are as follows:
 
% of Revenues for
the Year Ended
December 31, 2019
  
Number of
Locations as of
December 31, 2019
 
United States
  
88
%  
544
 
Canada
  
6
%  
36
 
Latin America and the Caribbean
  
6
%  
26
 
         
Total
  
100
%  
606
 
         
The largest market we serve is the United States, in which the most significant markets for HVAC/R products are in the Sun Belt States. Accordingly, the majority of our distribution locations are in the Sun Belt, with the highest concentration in Florida and Texas. These markets have been a strategic focus of ours given their size, the reliance by homeowners and businesses on HVAC/R products to maintain a comfortable indoor environment, and the population growth in these areas over the last 40 years, which has led to a substantial installed base requiring replacement, a shorter useful life for equipment given the significant hours of operation, and the focus by electrical utilities on consumer incentives designed to promote replacement of HVAC/R equipment in an effort to improve energy efficiency.

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Markets

The table below identifies the number of our stores by location as of December 31, 2016:

2019:

Florida

  107 

Texas

Florida
  82
100
 

North Carolina

Texas
  37
85
 

California

North Carolina
  36
45
 

Georgia

California
  
36
 

South Carolina

Georgia
  29
33
 

Tennessee

South Carolina
  22
31
 

Virginia

  22
24
 

Louisiana

Tennessee
  19
22
 

New York

  13
20
 

Alabama

Louisiana
  9
18
 

Mississippi

New Jersey
  9
15
 

Massachusetts

Pennsylvania
  8
15
 

Missouri

Alabama
  8
10
 

Maryland

Arizona
  7
9
 

Arizona

Connecticut
  6
8
 

Arkansas

Massachusetts
  6
8
 

Connecticut

Mississippi
  6
8
 

Kansas

Missouri
  5
8
 

New Jersey

Kansas
  5
6
 

Oklahoma

Maryland
  5
6
 

Utah

Oklahoma
  
5
 

Maine

Utah
  3
5
 

Iowa

Arkansas
  2
4
 

Kentucky

Indiana
  
2
 

Nebraska

Iowa
  
2
 

Nevada

Kentucky
  
2
 

Pennsylvania

Maine
  
2
 

Rhode Island

Nebraska
  
2
 

South Dakota

Nevada
  
2
 

West Virginia

South Dakota
  
2
 

Colorado

West Virginia
  1
2
 

Indiana

Colorado
  
1
 

New Hampshire

Delaware
  
1
 

New Mexico

Hampshire
  
1
 

North Dakota

New Mexico
  
1
 

Vermont

North Dakota
  
1
 

United States

Rhode Island
  507
1
 

Canada

Vermont
  37
1
 

Mexico

  12 

Puerto Rico

United States
  9
544
 

Total

Canada
  565
36
 
Mexico
 

13
Puerto Rico
13
Total
606
 

Joint Ventures with Carrier Corporation

In 2009, we formed a joint venture with Carrier Corporation (“Carrier”), which we refer to as Carrier Enterprise I, in which Carrier contributed 95 of its company-owned locations in 13 Sun Belt states and Puerto Rico, and its export division in Miami, Florida, and we contributed 15 locations that distributed Carrier products. In July 2012, we exercised our option to acquireWe have an additional 10% ownership80% controlling interest in Carrier Enterprise I, which increased our ownership interest to 70%; and on JulyCarrier has a 20%
non-controlling
interest. On August 1, 2014, we exercised our last remaining option to acquire an additional 10% ownership interest in2019, Carrier Enterprise I which increased our controlling interest to 80%. Neither we nor Carrier has any remaining options to purchase additional ownership interestsacquired substantially all of the HVAC assets and assumed certain of the liabilities of Peirce-Phelps, Inc., an HVAC distributor operating from 19 locations in Carrier Enterprise I, or anyPennsylvania, New Jersey, and Delaware.
9
Table of our other joint ventures with Carrier, which are described below.

Contents

In 2011, we formed a second joint venture with Carrier, and completed two additional transactions. In April 2011,in which Carrier contributed 28 of its company-owned locations in eightthe Northeast U.S. states,, and we contributed 14 locations in the Northeast United States. In July 2011,U.S., and we then purchased Carrier’s distribution operations in Mexico, which included seven locations. Collectively, the Northeast locations and the Mexico operations are referred to as Carrier Enterprise II. Following formation of this joint venture, we owned a 60%We have an 80% controlling interest. On November 29, 2016, we purchased an additional 10% ownership interest in Carrier Enterprise II, and on February 13, 2017,Carrier has a 20%
non-controlling
interest. Effective May 31, 2019, we again purchased an additional 10%20% ownership interest in Homans Associates II LLC (“Homans”) from Carrier Enterprise II, following which together increasedwe owned 100% of Homans. Homans previously operated as a division of Carrier Enterprise II and now operates as one of our controlling interest to 80%.

stand-alone-subsidiaries.

In 2012, we formed a third joint venture, which we refer to as Carrier Enterprise III, with UTC Canada Corporation, referred to as UTC Canada, an affiliate of Carrier. Carrier contributed 35 of its company-owned locations in Canada to Carrier Enterprise III. We have a 60% controlling interest in Carrier Enterprise III, and UTC Canada has a 40%
non-controlling
interest.

Combined, the joint ventures with Carrier represented 61%58% of our revenues for the year ended December 31, 2016.2019. See
SupplierConcentration
in “Business Risk Factors” in Item 1A.

The business and affairs of the joint ventures are controlled, directed, and managed exclusively by Carrier Enterprise I’s, Carrier Enterprise II’s and Carrier Enterprise III’s respective boards of directors (the “Boards”) pursuant to related operating agreements. The Boards have full, complete and exclusive authority, power, and discretion to manage and control the business, property, and affairs of their respective joint ventures, and to make all decisions regarding those matters and to perform activities customary or incident to the management of such joint ventures, including approval of distributions to us, Carrier and UTC Canada. Each Board is composed of five directors, of whom three directors represent our controlling interest and two directors represent Carrier’s
non-controlling
interest. Matters presented to the Boards for vote are considered approved or consented to upon the receipt of the affirmative vote of at least a majority of all directors entitled to vote with the exception of certain governance matters, which require joint approval.    

Customers and Customer Service

Air conditioning and heating contractors and dealers that install HVAC/R products in homes and businesses must be licensed given the highly-regulated nature of the products, refrigerant, natural gas, and building and zoning requirements. We currently serve approximately 88,000more than 100,000 active contractors and dealers who service the replacement and new construction markets for residential and light commercial central air conditioning, heating, and refrigeration systems. No single customer in 2016, 20152019, 2018 or 20142017 represented more than 2% of our consolidated revenues. We focus on providing products where and when the customer needs them, technical support by phone or on site as required, and quick and efficient service at our locations. Increased customer convenience is also provided through mobile applications and
e-commerce,
which allows customers to access information online 24 hours a day, seven days a week to search for desired products, verify inventory availability, obtain pricing, place orders, check order status, schedule pickup or delivery times, and make payments. We believe we compete successfully with other distributors primarily based on the basis of an experienced sales organization, strong service support, maintenance of well-stocked inventories, density of warehouse locations, high quality reputation, broad product lines, and the ability to foresee customer demand for new products.

Key Supplier Relationships

Given our leadership position, Watsco represents a strategic business relationship to many of the leading manufacturers in our industry. Significant relationships with HVAC/R equipment manufacturers include Carrier, Rheem, Goodman, Welbilt, Mitsubishi Electric Corporation, Gree Electric Appliances, Inc., Trane, Midea Group, and Nordyne.Nortek. In addition, we have substantial relationships with manufacturers of
non-equipment
HVAC/R products, including Chemours, Emerson, Flexible Technologies, Inc., Honeywell,Resideo, Johns Manville, Mueller, and Owens Corning.

We believe the diversity of products that we sell, along with the manufacturers’ current product offerings, quality, marketability, and brand-name recognition, allow us to operate favorably relative to our competitors. To maintain brand-name recognition, the HVAC/R equipment manufacturers provide national advertising and participate with us in cooperative advertising programs and promotional incentives that are targeted to both dealers and
end-users.
We estimate that the replacement market for residential air conditioning equipment is approximately 85% of industry unit sales in the United States, and we expect this percentage to increase as units installed in the past 20 years wear out or otherwise become practical to replace sooner with newer, more energy-efficient models.

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The Company’s top ten suppliers accounted for 85%83% of our purchases, including 62% from Carrier, and 10%9% from Rheem. Given the significant concentration of our suppliers, particularly with Carrier and Rheem, any significant interruption with these suppliers could temporarily disrupt the operations of certain of our subsidiaries, impact current inventory levels, and could adversely affect our financial results. If any restrictions or significant increase in tariffs under existing trade agreements or the elimination of the North American Free Trade Agreement (“NAFTA”) are imposed on products that our top ten suppliers import or assemble products outside of the United States, particularly from Mexico and China, we could be required to raise our prices, which may result in the loss of customers and harm to our business. Future financial results are also materially dependent upon the continued market acceptance of these manufacturers’ respective products and their ability to continue to manufacture products that comply with laws relating to environmental and efficiency standards. However, the Company believes that alternative or substitute products would be readily available in the event of disruption of current supplier relationships given the Company’s prominence in the marketplace, including the number of locations, sales personnel, support structure, marketing and sales expertise, financial position, and established market share. See “Business Risk Factors” in Item 1A of this Annual Report on Form
10-K
for further discussion.

Distribution Agreements

We maintain trade name and distribution agreements with Carrier and Rheem that provide us distribution rights on an exclusive basis in specified territories thatand are not subject to a stated term or expiration date. We also maintain distribution agreements with various other suppliers, either on an exclusive or
non-exclusive
basis, for various terms ranging from one to ten years. Certain distribution agreements for particular branded products contain provisions that restrict or limit the sale of competitive products in the locations that sell such branded products. Other than where such location-level restrictions apply, we may distribute the lines of other manufacturer’smanufacturers’ air conditioning or heating equipment in other locations in the same territories.

See
SupplierConcentration
in “Business Risk Factors” in Item 1A of this Annual Report on Form
10-K.

Seasonality

Sales of residential central air conditioners, heating equipment, and parts and supplies are seasonal. Furthermore, profitability can be impacted favorably or unfavorably based on the severity or mildness of weather patterns, particularly during Summer orand Winter selling seasons. Demand related to the residential central air conditioning replacement market is typically highest in the second and third quarters, and demand for heating equipment is usually highest in the fourth quarter. Demand related to the new construction sectors throughout most of the markets iswe serve tends to be fairly even duringevenly distributed throughout the year except for dependenceand depends largely on housing completions and related weather and economic conditions.

Competition

We operate in highly competitive environments. We compete with a number of distributors and also with several air conditioning and heating equipment manufacturers that distribute a significant portion of their products through their own distribution organizations in certain markets. Competition within any given geographic market is based upon product availability, customer service, price, and quality. Competitive pressures or other factors could cause our products or services to lose market acceptance or result in significant price erosion, all of which would have a material adverse effect on our results of operations, cash flows, and liquidity.

Employees

We had approximately 5,0505,800 employees as of December 31, 2016,2019, substantially all of whichwhom are
non-union
employees. Most of theseour employees are employed on a full-time basis and our relations with our employees are good.

Order Backlog

Order backlog is not a material aspect of our business and no material portion of our business is subject to government contracts.

Government Regulations, Environmental and Health and Safety Matters

Our business is subject to federal, state and local laws, and regulations relating to the storage, handling, transportation, and release of hazardous materials into the environment. These laws and regulations include the Clean Air Act, relating to minimum energy efficiency standards of HVAC systems, and the production, servicing, and disposal of certainozone-depletingmore environmentally friendly refrigerants used in such systems, including those established atby the Kigali Amendment to the Montreal Protocol in 1992 concerning thephase-out phase-down of the production ofCFC-based
HFC-based
refrigerants on January 1, 2010 for use in new equipment. We are also subject to regulations concerning the transport of hazardous materials, including regulations adopted pursuant to the Motor Carrier Safety Act of 1990. Our operations are also subject to health and safety requirements including, but not limited to, the Occupational, Safety and Health Act. We believe that we operate our business in compliance with all applicable federal, state and local laws, rules and regulations.

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Our industry and business are also subject to a United States Department of Energy (“DOE”) mandate, effective January 1, 2015, that effects changesstandards related to the minimum required efficiency levels of HVAC systems. Theresidential central air conditioning systems and heat pumps. For purposes of establishing these energy conservation standards, the DOE has divideddivides the United States into three regions the(the North, the Southeast, and the Southwest,Southwest) according to the number of hours that an air conditioner spends coolingoperates to cool a home during the hotter months. Prior to 2015, there was a national minimum standard forThe seasonal energy efficiency of 13rating, or SEER, (seasonal energy efficiency rating,is the metric used to measure HVAC energy efficiency)efficiency. The higher the SEER, the more efficient the HVAC equipment. The current minimum SEER allowed for allHVAC equipment producedis 13 SEER in the United States. Beginning in 2015, the new standard increased the minimum allowed efficiency toNorth and 14 SEER for the Southeast and Southwest regions. During 2015,Beginning in 2023, the Company began transitioning out of its 13 SEER inventory in these regions while an increasing mix of higher-efficiencyminimum efficiency level for residential HVAC systems under 45,000 BTUs will be 14 SEER inventory was purchasedin the North and sold. This15 SEER in the Southeast and Southwest. For systems over 45,000 BTUs, the minimum efficiency level will be 14 SEER in the North and 14.5 SEER in the Southeast and Southwest. Heat pump efficiency levels will be set at 15 SEER for all three regions. It is too early to determine the impact to our results of operations this transition was completed during 2016will have, however, we expect a benefit from selling higher efficiency units, which sell at higher prices.
During 2014, the DOE established new rules for the manufacturing of motors used in accordanceresidential furnaces with the timeline required bypurpose of increasing the mandate.

Financial Information About Geographic Areas

Our operations are primarily withinenergy efficiency of these motors, and, consequently, the United States, including Puerto Rico, Canada and Mexico. Products are also sold fromfurnaces in which they operate. The mandate dictates that residential furnace fans manufactured in the United States on an export-only basis to portionsor after the effective date of Latin America and the Caribbean Basin. The following tables set forth revenues and long-lived assets by geographic area (in millions):

Years Ended December 31,

  2016   2015   2014 

Revenues:

      

United States

  $3,813    $3,711    $3,525  

Canada

   267     264     301  

Mexico

   141     138     119  
  

 

 

   

 

 

   

 

 

 

Total Revenues

  $4,221    $4,113    $3,945  
  

 

 

   

 

 

   

 

 

 

December 31,

  2016   2015   2014 

Long-Lived Assets:

      

United States

  $468    $442    $435  

Canada

   156     155     187  

Mexico

   5     5     5  
  

 

 

   

 

 

   

 

 

 

Total Long-Lived Assets

  $629    $602    $627  
  

 

 

   

 

 

   

 

 

 

Revenues are attributed to countries basedJuly 3, 2019, must have a Fan Energy Rating (“FER”) value reduction of 12% or 46% in watts/cfm, depending on the locationtype of furnace. To meet these new standards, most manufacturers have replaced the store from whichpermanent split capacitor blower motors in residential furnaces with electronic controlled motors. At December 31, 2019, we had substantially completed the sale occurred. Long-lived assets consisttransition of property and equipment, goodwill and intangible assets.

our inventory of residential furnaces to those meeting the updated FER standards.

Available Information

Our website is atwww.watsco.com. www.watsco.com. Our investor relations website is located atwww.investors.watsco.com. https://investors.watsco.com. We make available, free of charge, on our investor relations website under the heading “SEC Filings” our annual reports on Form
10-K,
quarterly reports on Form
10-Q,
current reports on Form
8-K,
and any amendments to those reports filed with or furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website address is included in this report only as an inactive textual reference. Information contained on, or available through, our website is not incorporated by reference in, or made a part of, this report.

ITEM 1A.
RISK FACTORS

Business Risk Factors

Supplier Concentration

The Company’s top ten suppliers accounted for 85%83% of our purchases during 2016,2019, including 62% from Carrier, and 10%9% from Rheem. Carrier provides a diverse variety of brands of HVAC systems including, Carrier, Bryant, Payne, Tempstar, Heil, Comfortmaker and Grandaire, along with complimentary replacement parts. Rheem provides Rheem-brand HVAC systems along with complimentary replacement parts. Given the significant concentration of our supply chain, particularly with Carrier and Rheem, any significant interruption by any of the key manufacturers or a termination of a relationship could temporarily disrupt the operations of certain of our subsidiaries. Additionally, our operations are materially dependent upon the continued market acceptance and quality of these manufacturers’ products and their ability to continue to manufacture products that are competitive and that comply with laws relating to environmental and efficiency standards. Our inability to obtain products from one or more of these manufacturers or a decline in market acceptance of these manufacturers’ products could have a material adverse effect on our results of operations, cash flows, and liquidity.

Many HVAC equipment and component manufacturers, including Carrier and Rheem, source component parts from China and/or assemble a significant amount of products for residential and light-commercial applications from Mexico. If any restrictions or significant increases in tariffs are imposed related to such products sourced or assembled from Mexico whetherand China as a result of amendments to existing trade agreements, or the elimination of NAFTA, and our product costs consequently increase, we would be required to raise our prices, which may result in cost inflation, the loss of customers, and harm to our business.

In addition, a novel strain of coronavirus,

COVID-19,
surfaced in Wuhan, China in December 2019, resulting in increased travel restrictions and extended shutdown of certain businesses in the region. The impact of
COVID-19
on our business is uncertain at this time and will depend on future developments; however, prolonged closures in China may disrupt the operations of certain of our suppliers, which could negatively impact our business.
We maintain trade name and distribution agreements with Carrier and Rheem that provide us distribution rights on an exclusive basis in specified territories. Such agreements are not subject to a stated term or expiration date.

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We also maintain other distribution agreements with various other suppliers, either on an exclusive or
non-exclusive
basis, for various terms ranging from one to ten years. Certain of the distribution agreements contain provisions that restrict or limit the sale of competitive products in the locations that sell such branded products. Other than where such location-level restrictions apply, we may distribute other manufacturers’ lines of air conditioning or heating equipment in other locations in the same territories.

On November 26, 2018, the parent company of Carrier, UTC, announced that it intended to separate into three independent companies consisting of its aerospace business, its elevator business, and Carrier. UTC indicated the proposed separation is expected to be effected through
tax-free
spin-offs of its elevator business and Carrier, subject to the completion of financing and satisfaction of customary conditions, and disclosed that UTC expected to complete the spin-offs in 2020. It is too early to determine whether the proposed
spin-off
of Carrier will have any impact on us and our results of operations, and there can be no assurances regarding the ultimate timing of the separation or that the separation will be completed.
Risks Inherent in Acquisitions

As part of our strategy, we intend to pursue additional acquisitions of complementary businesses, including through joint ventures.ventures and investments in unconsolidated entities. If we complete future acquisitions, including investments in unconsolidated entities, or enter into new joint ventures, we may be required to incur or assume additional debt and/or issue additional shares of our common stock as consideration, which will dilute our existing shareholders’ ownership interest in us and may affect our results of operations. Growth through acquisitions involves a number of risks, including, but not limited to, the following:

the ability to identify and consummate transactions with complementary acquisition candidates;

the successful operation and/or integration of acquired companies;

diversion of management’s attention from other daily functions;

issuance by us of equity securities that would dilute ownership of our existing shareholders;

incurrence and/or assumption of significant debt and contingent liabilities; and

possible loss of key employees and/or customer relationships of the acquired companies.

In addition, acquired companies and investments made in unconsolidated entities may have liabilities that we failed or were unable to discover in the course ofwhile performing due diligence investigations. We cannot assure you that the indemnification, if any, granted to us by sellers of acquired companies or by joint venture partners will be sufficient in amount, scope, or duration to offset the possible liabilities associated with businesses or properties that we assume upon consummation of an acquisition or joint venture. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business.

Failure to successfully manage the operational challenges and risks associated with, or resulting from, acquisitions could adversely affect our results of operations, cash flows, and liquidity.

Competition

We operate in highly competitive environments. We compete with a number ofother distributors and also with several air conditioning and heating equipment manufacturers that distribute a significant portion of their products through their own distribution organizations in certain markets. Competition within any given geographic market is based upon product availability, customer service, price, and quality. Competitive pressures or other factors could cause our products or services to lose market acceptance or result in significant price erosion, all of which would have a material adverse effect on our results of operations, cash flows, and liquidity.

Foreign Currency Exchange Rate Fluctuations

The functional currency of our operations in Canada is the Canadian dollar, and the functional currency of our operations in Mexico is the U.S. dollar because the majority of our Mexican transactions are denominated in U.S. dollars. Foreign currency exchange rates and fluctuations may have an impact on transactions denominated in Canadian dollars and Mexican Pesos, and, therefore, could adversely affect our financial performance. Although we use foreign currency forward contracts to mitigate the impact of currency exchange rate movements, we do not currently hold any derivative contracts that hedge our foreign currency translational exposure.

Seasonality

Sales of residential central air conditioners, heating equipment, and parts and supplies are seasonal, resulting in fluctuations in our revenue from quarter to quarter. Furthermore, profitability can be impacted favorably or unfavorably based on the severity or mildness of weather patterns during Summer or Winter selling seasons. Demand related to the residential central air conditioning replacement market is typically highest in the second and third quarters, and demand for heating equipment is usually highest in the fourth quarter. Demand related to the new construction sectors throughout most of the markets is fairly even duringevenly distributed throughout the year except for dependenceand depends largely on housing completions and related weather and economic conditions.

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Dependence on Key Personnel

Much of our success has depended on the skills experience and servicesexperience of senior management personnel. The loss of any of our executive officers or other key senior management personnel could harm our business. We must continue tocontinuously recruit, retain, and motivate management and other employees sufficiently in order to both maintain our current business and to execute our strategic initiatives. Our success has also substantially depended on the contributions and abilities of our store employees upon whom we rely on to give customers a superior
in-store
experience. Accordingly, our performance depends on our ability to recruit and retain high quality employees to work in and manage our stores. If we are unable to adequately recruit, retain, and motivate employees sufficiently in order to maintain our current business and support our projected growth and expansion, and our business and financial performance may be adversely affected.

Decline in Economic Conditions

We rely predominantly on the credit markets and, to a lesser extent, on the capital markets to meet our financial commitments and short-term liquidity needs if internal funds are not available from our operations. Our accessAccess to funds under our line of credit is dependent on the ability of the syndicate banks to meet their respective funding commitments. Disruptions in the credit and capital markets could adversely affect our ability to draw on our line ofrevolving credit agreement and may also adversely affect the determination of certain interest rates, particularly rates based on LIBOR, which is one of the base rates under our linerevolving credit agreement. LIBOR is the subject of credit. Anyrecent proposals for reform that currently provide for the
phase-out
of LIBOR by 2021. The consequences of these developments with respect to LIBOR cannot be entirely predicted but could result in an increase in the cost of our debt, as it is currently anticipated that lenders will replace LIBOR with an alternative rate that may exceed what would have been the comparable LIBOR rate. Additionally, disruptions in thesethe credit and capital markets could also result in increased borrowing costs and/or reduced borrowing capacity under our line of credit.revolving credit agreement. Any long-term disruption could require that weus to take measures to conserve cash until the markets stabilize, or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures could include reducing or eliminating dividend payments, deferring capital expenditures, and reducing or eliminating other discretionary uses of cash.

A decline in economic conditions and lack of availability of business and consumer credit could have an adverse effect on our business and results of operations. Any capital andor credit market disruption could cause broader economic downturns, which may lead to reduced demand for our products and an increased incidence of customers’ inability to pay their accounts. Further, bankruptcies or similar events by customers may cause us to incur increased levels of bad debt expense at levels higher than historically experienced.expense. Also, our suppliers may be negatively impacted by deteriorating economic conditions, causing disruption or delay of product availability. These events would adversely impact our results of operations, cash flows, and financial position. Additionally, if the conditions of the capital and credit markets adversely affect the financial institutions that have committed to extendedextend us credit, to us, they may be unable to fund borrowings under such commitments, which could have an adverse impact on our financial condition, liquidity, and our ability to borrow funds if needed, for working capital, acquisitions, capital expenditures, and other corporate purposes.

Cybersecurity Risks
In addition to the disruptions that may occur from interruptions in our information technology systems, cybersecurity threats and sophisticated and targeted cyberattacks pose a risk to our information technology systems. We have established security policies, processes and defenses designed to help identify and protect against intentional and unintentional misappropriation or corruption of our information technology systems and information and disruption of our operations. Despite these efforts, our information technology systems may be damaged, disrupted or shut down due to attacks by unauthorized access, malicious software, computer viruses, undetected intrusion, hardware failures or other events, and in these circumstances our disaster recovery plans may be ineffective or inadequate. These breaches or intrusions could lead to business interruption, exposure of proprietary or confidential information, data corruption, damage to our reputation, exposure to legal and regulatory proceedings and other costs. Such events could have a material adverse impact on our financial condition, results of operations and cash flows. In addition, we could be adversely affected if any of our significant customers or suppliers experiences any similar events that disrupt their business operations or damage their reputation.
We maintain monitoring practices and protections of our information technology to reduce these risks and test our systems on an ongoing basis for potential threats. We carry cybersecurity insurance to help mitigate the financial exposure and related notification procedures in the event of intentional intrusion. There can be no assurance, however, that our efforts will prevent the risk of a security breach of our databases or systems that could adversely affect our business.
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International Political Risk

Our international sales and operations, as well as sourcing of products from suppliers with international operations, are subject to various risks associated with changes in local laws, regulations and policies, including those related to tariffs, trade restrictions and trade agreements, investments, taxation, capital controls, employment regulations, different liability standards, and limitations on the repatriation of funds due to foreign currency controls. Our international sales and operations, as well as sourcing of products from suppliers with international operations, are also sensitive to changes in foreign national priorities, including government budgets, as well as political and economic instability. In addition, prolonged closures in China due to
COVID-19
may disrupt the operations of certain of our suppliers, which could negatively impact our business. Unfavorable changes in any of the foregoing could adversely affect our results of operations or could cause a disruption in our supply chain for products sourced internationally. Additionally, failure to comply with the United States Foreign Corrupt Practices Act could subject us to, among other things, penalties and legal expenses that could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

General Risk Factors

Goodwill, Intangibles and Intangibles

Long-Lived Assets

At December 31, 2016,2019, goodwill, intangibles, and intangibleslong-lived assets represented approximately 29%39% of our total assets. The recoverability of goodwill, and indefinite lived intangibles, and long-lived assets is evaluated at least annually and when events or changes in circumstances indicate that the carrying amounts may not be recoverable. The identification and measurement of goodwill impairment involves the estimation of the fair value of our reporting unit and contains uncertainty because management must use judgment in determining appropriate assumptions to be used in the measurement of fair value. The estimates of fair value of our reporting unit, and indefinite lived intangibles, and long-lived assets are based on the best information available as of the date of the assessment and incorporates management’s assumptions about expected future cash flows and contemplates other valuation techniques. Future cash flows can be affected by changes in the industry, a declining economic environment, or market conditions. We cannot assure you that we will not suffer material impairments to goodwill, intangibles, or long-lived assets in the future.

Risks Related to Insurance Coverage

Loss Contingencies

We carry general liability, comprehensive property damage, workers’ compensation, health benefits, and other insurance coverage that management considers adequate for the protection of its assets and operations.operations at reasonable premiums. There can be no assurance however, that the coverage limits and related premiums of such policies will be adequate to cover claims, losses and expenses for lawsuits broughtwhich have been, or which may be, brought against us. A loss in excess of insurance coverage could have a material adverse effect on our financial position and/or profitability. Certain self-insurance risks for casualty insurance programs and health benefits are retained and reserves are established based on claims filed and estimates of claims incurred but not yet reported. Assurance cannot be provided that actual claims will not exceed present estimates. Exposure to catastrophic losses has been limited by maintaining excess and aggregate liability coverage and implementing stop-loss control programs.

Risks Related to our Common Stock
Class B Common Stock and Insider Ownership

As of December 31, 2016,2019, our directors and executive officers and entities affiliated with them owned (i) Common stock representing 1% of the outstanding shares of Common stock and (ii) Class B common stock representing 89%88% of the outstanding shares of Class B common stock. These interests represent 56% of the aggregate combined voting power (including 53%51% beneficially owned by Albert H. Nahmad, Chairman and Chief Executive Officer, through shares owned by him and shares held by affiliated limited partnerships and various family trusts). Accordingly, our directors and executive officers collectively have the voting power to elect six members of our nine-person Board of Directors.

Our Class B common stock is substantially identical to our Common stock except: (i) Common stock is entitled to one vote on all matters submitted to a vote of our shareholders, and each share of Class B common stock is entitled to ten votes; (ii) shareholders of Common stock are entitled to elect 25% of our Board of Directors (rounded up to the nearest whole number), and Class B shareholders are entitled to elect the balance of the Board of Directors; (iii) cash dividends may be paid on Common stock without paying a cash dividend on Class B common stock, and no cash dividend may be paid on Class B common stock unless at least an equal cash dividend is paid on Common stock; and (iv) Class B common stock is convertible at any time into Common stock on a
one-for-one
basis at the option of the shareholder.
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Future Sales
We are not restricted from issuing additional shares of our Common stock or Class B common stock (which we refer to together as common stock), including securities that are convertible into or exchangeable for, or that represent the right to receive, our common stock or any substantially similar securities in the future. We may issue shares of our common stock or other securities in one or more registered or unregistered offerings, and we may also issue our securities in connection with investments or acquisitions. The number of shares of our common stock issued in connection with any of the foregoing may result in dilution to holders of our common stock.
Volatility
The market price of our common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our common stock in spite of our operating performance. The trading price of our common stock may be adversely affected due to a number of factors, most of which we cannot predict or control, such as the following:
fluctuations in our operating results;
a decision by the Board of Directors to reduce or eliminate cash dividends on our common stock;
changes in recommendations or earnings estimates by securities analysts;
general market conditions in our industry or in the economy as a whole; and
political instability, natural disasters, war and/or events of terrorism.
Trading Liquidity
The trading market for our common stock is limited, and there can be no assurance that a more liquid trading market for our common stock will develop. There can be no assurance as to the liquidity of any market for our common stock, the ability of the holders of our common stock to sell any of their securities and the price at which the holders of our common stock will be able to sell such securities.
Payment of Dividends
The amount of any future dividends that we will pay, if any, will depend upon a number of factors. Future dividends will be declared and paid at the sole discretion of the Board of Directors and will depend upon such factors as cash flow generated by operations, profitability, financial condition, cash requirements, future prospects, and other factors deemed relevant by our Board of Directors. The right of our Board of Directors to declare dividends, however, is subject to the availability of sufficient funds under Florida law to pay dividends. In addition, our ability to pay dividends depends on certain restrictions in our credit agreement.
Securities Analyst Research and Reports
The trading markets for our common stock rely in part on the research and reports that industry or financial analysts publish about us or our business or industry. If one or more of the analysts who cover us downgrade our stock or our industry, or the stock of UTC or any of our competitors, or publish negative or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.
ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

ITEM 2.PROPERTIES

Our main properties include warehousing and distribution facilities, trucks, and administrative office space.

Warehousing and Distribution Facilities

At December 31, 2016,2019, we operated 565606 warehousing and distribution facilities across 3738 U.S. states, Canada, Mexico, and Puerto Rico, having an aggregate of approximately 12.313.4 million square feet of space, of which approximately 12.013.2 million square feet is leased. The majority of these leases are for terms of three to five years. We believe that our facilities are sufficient to meet our present operating needs.

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Trucks

At December 31, 2016,2019, we operated 646629 ground transport vehicles, including delivery and
pick-up
trucks, vans, and tractors. Of this number, 386377 trucks were leased and the rest were owned. We believe that the present size of our truck fleet is adequate to support our operations.

Administrative Facility

Facilities

Senior management and support staff are located at our corporate headquarters in Miami, Floridavarious administrative offices in approximately 22,0000.2 million square feet of owned space.

ITEM 3.LEGAL PROCEEDINGS

Information with respect to this item may be found in Note 1519 to our audited consolidated financial statements contained in this Annual Report on Form
10-K
under the caption “Litigation, Claims and Assessments,” which information is incorporated by reference in this Item 3 of Part I of this Annual Report on Form
10-K.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable
.

PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Stock Exchange

Market Information Common Share Price Performance and Dividends

Our Common stock is listed on the New York Stock Exchange under the ticker symbol WSO, and our Class B common stock is listed on the New York Stock Exchange under the ticker symbol WSOB.

Our 2016 Annual Report contains “Information on Common Stock,” which contains the high and low sales prices and dividend information with respect to our

Holders
At February 24, 2020, there were 229 Common stock registered shareholders and 148 Class B common stock for the years ended December 31, 2016 and 2015, and is incorporated herein by reference.

registered shareholders.

Shareholder Return Performance

The following graph compares the cumulative five-year total shareholder return attained by holders of our Common stock and Class B common stock relative to the cumulative total returns of the NYSE MKT CompositeRussell 2000 index, the S&P MidCap 400 index, and the S&P Midcap 400500 index. Given our position as the largest distributor of HVAC/R equipment, parts and supplies in North America, our unique, sole line of business, the nature of our customers (air conditioning and heating contractors), and the products and markets we serve, we cannot reasonably identify an appropriate peer group; therefore, we have included in the graph below the performance of the Russell 2000 index, the S&P MidcapMidCap 400 index, and the S&P 500 index, which containscontain companies with market capitalizations similar to our own. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each index on December 31, 20112014 and its relative performance is tracked through December 31, 2016.

2019.

The performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this annual report into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

Comparison

17
Table of Contents
COMPARISON OF 5 Year Cumulative Total Shareholder Return

Copyright© 2016YEAR CUMULATIVE TOTAL RETURN*

Among Watsco, Inc., the Russell 2000 Index,
the S&P Midcap 400 Index and the S&P 500 Index
*$100 invested on 12/31/14 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
Copyright
©
2020 Standard & Poor’s, a division of McGraw Hill Financial.S&P Global. All rights reserved.

   12/11   12/12   12/13   12/14   12/15   12/16 

Watsco, Inc.

   100.00     126.57     164.51     187.20     209.74     272.66  

Watsco Class B

   100.00     131.52     172.83     195.69     222.23     285.86  

NYSE MKT Composite

   100.00     106.15     115.07     118.71     106.60     117.67  

S&P Midcap 400

   100.00     117.88     157.37     172.74     168.98     204.03  

Copyright
©
2020 Russell Investment Group. All rights reserved.
                         
 
12/31/14
  
12/31/15
  
12/31/16
  
12/31/17
  
12/31/18
  
12/31/19
 
Watsco, Inc.
  
100.00
   
112.04
   
145.65
   
172.39
   
145.63
   
196.53
 
Watsco Class B
  
100.00
   
113.56
   
146.08
   
171.07
   
141.30
   
197.69
 
Russell 2000 Index
  
100.00
   
95.59
   
115.95
   
132.94
   
118.30
   
148.49
 
S&P MidCap 400 Index
  
100.00
   
97.82
   
118.11
   
137.30
   
122.08
   
154.07
 
S&P 500 Index
  
100.00
   
101.38
   
113.51
   
138.29
   
132.23
   
173.86
 
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In September 1999, our Board of Directors authorized the repurchase, at management’s discretion, of up to 7,500,000 shares of common stock in the open market or via private transactions. No shares were repurchased under this plan in 2016, 2015during 2019, 2018 or 2014.2017. In aggregate, 6,370,913 shares of Common and Class B common stock have been repurchased at a cost of $114.4 million since the inception of this plan. At December 31, 2016,2019, there were 1,129,087 shares remaining authorized for repurchase under this plan. WeShares were last repurchased by the Company in 2008; thus, we did not otherwise repurchase any of our common stock during the quarter ended December 31, 2016.

Dividends

Cash dividends per share of $3.60, $2.80 and $2.00 for both Common and Class B common stock were paid in 2016, 2015 and 2014, respectively. Future dividends will be declared and paid at the sole discretion of the Board of Directors and will depend upon such factors as cash flow generated by operations, profitability, financial condition, cash requirements, future prospects and other factors deemed relevant by our Board of Directors.

2019.
ITEM 6.SELECTED FINANCIAL DATA

Our 20162019 Annual Report contains “Selected Consolidated Financial Data”,Data,” which section is incorporated herein by reference.

18
Table of Contents
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our 20162019 Annual Report contains “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,Operations,” which section is incorporated herein by reference.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our 20162019 Annual Report contains “Quantitative and Qualitative Disclosures about Market Risk”,Risk,” which section is incorporated herein by reference.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our 20162019 and 20152018 Consolidated Balance Sheets and other consolidated financial statements for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, together with the report thereon of KPMG LLP dated February 21, 201728, 2020, included in our 20162019 Annual Report are incorporated herein by reference.

The 20162019 and 20152018 unaudited Selected Quarterly Financial Data appearing in our 20162019 Annual Report is incorporated herein by reference.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule
13a-15(e)
under the Securities Exchange Act of 1934, as amended (“the Exchange(the “Exchange Act”)) that are, among other things, designed to ensure that information required to be disclosed by us under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (“CEO”), SeniorExecutive Vice President (“SVP”EVP”) and Chief Financial Officer (“CFO”), to allow for timely decisions regarding required disclosure and appropriate SEC filings.

Our management, with the participation of our CEO, SVPEVP and CFO, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on that evaluation, our CEO, SVPEVP and CFO concluded that our disclosure controls and procedures were effective, at a reasonable assurance level, at and as of such date.

Management’s Report on Internal Control over Financial Reporting

Our 20162019 Annual Report contains “Management’s Report on Internal Control over Financial Reporting” and the report thereon of KPMG LLP dated February 21, 2017,28, 2020, and each is incorporated herein by reference
.

Changes in Internal Control over Financial Reporting

We are continuously seeking to improve the efficiency and effectiveness of our operations and of our internal controls. This results in refinements to processes throughout the Company. However, there were no changes in internal controls over financial reporting (as such term is defined in Rules
13a-15(f)
and
15d-15(f)
under the Exchange Act) during the quarter ended December 31, 2016,2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In accordance with the rules and regulations of the SEC, we have not yet assessed the internal control over financial reporting of N&S Supply of Fishkill, Inc. (“N&S”), Peirce-Phelps, Inc. (“PPI”) or Dunphey & Associates Supply Co., Inc. (“DASCO”), which collectively represented approximately 7% of our total consolidated assets at December 31, 2019 and approximately 3% of our consolidated revenues for the twelve months ended December 31, 2019. From the respective acquisition dates of November 26, 2019, August 1, 2019 and April 2, 2019 to December 31, 2019, the processes and systems of N&S, PPI and DASCO did not impact the internal controls over financial reporting for our other consolidated subsidiaries.
ITEM 9B.OTHER INFORMATION

None.

19
Table of Contents
PART III

This part of Form
10-K,
which includes Items 10 through 14, is omitted because we will file definitive proxy material pursuant to Regulation 14A not more than 120 days after the close of our most recently ended fiscal year, which proxy material will include the information required by Items 10 through 14 and is incorporated herein by reference.

PART IV

ITEM 15.EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES

(a)(1) 
(a)(1)
Financial Statements
. Our consolidated financial statements are incorporated by reference from our 20162019 Annual Report.
 (2) 
    (2)
Financial Statement Schedules
. The schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
 (3) 
    (3)
Exhibits
. The following exhibits are submitted with this Annual Report on Form
10-K
or, where indicated, incorporated by reference to other filings.
INDEX TO EXHIBITS
    3.1 
3.1
Composite Articles of Incorporation of Watsco, Inc. (filed as Exhibit 3.1 to the Quarterly Report on Form10-Q for the quarter ended June 30, 2012 and incorporated herein by reference).
 3.2 
3.2
Watsco, Inc. Second Amended and Restated Bylaws effective August 1, 2016 (filed as Exhibit 3.1 to the Current Report on Form8-K on August 5, 2016 and incorporated herein by reference).
 4.1 
4.1
Specimen form of Class B Common Stock Certificate (filed as Exhibit 4.6 to the Registration Statement on Form
S-1 (No.
(No.
33-56646)
and incorporated herein by reference).
(P)
 4.2 
4.2
Specimen form of Common Stock Certificate (filed as Exhibit 4.4 to the Annual Report on Form
10-K
for the fiscal year ended December 31, 1994 and incorporated herein by reference).
(P)
 10.1(a) 
4.3
Description of Capital Stock. #
10.1(a)
Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.20 to the Quarterly Report on Form10-Q for the quarter ended March 31, 1996 and incorporated herein by reference). *
 10.1(b) 
10.1(b)
First Amendment dated January 1, 2001 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.13 to the Annual Report on Form10-K for the year ended December 31, 2000 and incorporated herein by reference). *
 10.1(c) 
10.1(c)
Second Amendment dated January 1, 2002 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.15 to the Annual Report on Form10-K for the year ended December 31, 2001 and incorporated herein by reference). *
 10.1(d) 
10.1(d)
Third Amendment dated January 1, 2003 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.11 to the Annual Report on Form10-K for the year ended December 31, 2002 and incorporated herein by reference). *

 10.1(e) 
10.1(e)
Fourth Amendment dated January 1, 2004 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2004 and incorporated herein by reference). *
 10.1(f) 
10.1(f)
Fifth Amendment dated January 1, 2005 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2005 and incorporated herein by reference). *
 10.1(g) 
10.1(g)
Sixth Amendment dated January 1, 2006 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.16 to the Annual Report on Form10-K for the year ended December 31, 2005 and incorporated herein by reference). *
20
Table of Contents
 10.1(h) 
10.1(h)
Seventh Amendment dated January 1, 2007 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.18 to the Annual Report on Form10-K for the year ended December 31, 2006 and incorporated herein by reference). *
 10.1(i) 
10.1(i)
Eighth Amendment dated January 1, 2008 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2008 and incorporated herein by reference). *
 10.1(j) 
10.1(j)
Ninth Amendment dated December 10, 2008 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.19 to the Annual Report on Form10-K for the year ended December 31, 2008 and incorporated herein by reference). *
 10.1(k) 
10.1(k)
Tenth Amendment dated January 1, 2009 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2009 and incorporated herein by reference). *
 10.1(l) 
10.1(l)
Eleventh Amendment dated January 1, 2010 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2010 and incorporated herein by reference). *
 10.1(m) 
10.1(m)
Twelfth Amendment dated January 1, 2011 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2011 and incorporated herein by reference). *
 10.1(n) 
10.1(n)
Thirteenth Amendment dated January 1, 2012 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2012 and incorporated herein by reference). *
 10.1(o) 
10.1(o)
Fourteenth Amendment dated January 1, 2013 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2013 and incorporated herein by reference). *
 10.1(p) 
10.1(p)
Fifteenth Amendment dated January 1, 2014 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2014 and incorporated herein by reference). *
 10.1(q) 
10.1(q)
Sixteenth Amendment dated January 1, 2015 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2015 and incorporated herein by reference). *
 10.1(r) 
10.1(r)
Seventeenth Amendment dated January 1, 2016 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2016 and incorporated herein by reference). *
 10.2 
10.1(s)
Eighteenth Amendment dated January 1, 2017 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. Amended and Restated 2001 Incentive Compensation PlanAlbert H. Nahmad (filed as Appendix AExhibit 10.1 to the Definitive Proxy StatementQuarterly Report on Schedule 14A in respect of our 2009 Annual Meeting of ShareholdersForm 10-Q for the quarter ended March 31, 2017 and incorporated herein by reference). *
 10.3 
10.1(t)
Nineteenth Amendment dated January 1, 2018 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference). *
10.1(u)
Twentieth Amendment dated January 1, 2019 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and incorporated herein by reference). *
10.2

Watsco, Inc. 2014 Incentive Compensation Plan (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A in respect of our 2014 Annual Meeting of Shareholders and incorporated herein by reference). *

21
Table of Contents
  10.4 
10.3

Fourth Amended and Restated 1996 Qualified Employee Stock Purchase Plan dated April 18, 2011 (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A in respect of our 2011 Annual Meeting of Shareholders and incorporated herein by reference). *

 10.5(a) 
10.4
Credit Agreement dated as of April 27, 2012,December 5, 2018, by and among Watsco, Inc., as Borrower, Watsco Canada, Inc. and Carrier Enterprise Mexico, S. de R.L. de C.V., as Canadian Borrower,Borrowers, the Other Lenders from timeFrom Time to time party thereto, JPMorgan ChaseTime Party Thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and CollateralL/C Issuer, JPMorgan Chase Bank, N.A. as Syndication Agent and Branch Banking and Trust Company, U.S. Bank of America, N.A.National Association and Wells Fargo Bank, National Association asCo-Syndication Co-Documentation Agents and U.S. Bank National Association as Documentation Agent (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q on August 2, 2013 and incorporated herein by reference).
  10.5(b)Amendment No. 1 dated as of August 8, 2012, to the Credit Agreement dated as of April 27, 2012 (filed as Exhibit 10.4(b) to the Annual Report on Form10-K for the year ended December 31, 2012, filed on February 28, 2013 and incorporated herein by reference).
  10.5(c)Amendment No. 2, dated as of July 1, 2013, to Credit Agreement dated as of April 27, 2012, by and among Watsco, Inc., as Borrower, Watsco Canada, Inc., as Canadian Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, National Association asCo-Syndication Agents and U.S. Bank National Association as Documentation Agent (filed as Exhibit 10.1 to the Current Report on Form8-K on July 2, 2013December 11, 2018 and incorporated herein by reference).
 10.5(d) Amendment No. 3, dated as of June 25, 2014, to Credit Agreement dated as of April 27, 2012, by and among Watsco, Inc., as Borrower, Watsco Canada, Inc., as Canadian Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, National Association asCo-Syndication Agents and U.S. Bank National Association as Documentation Agent (filed as Exhibit 10.1 to the Current Report on Form8-K on June 27, 2014 and incorporated herein by reference).
  10.5(e)
10.5
 Amendment No. 4, dated as of January 24, 2017, to Credit Agreement dated as of April 27, 2012, by and among Watsco, Inc., as Borrower, Watsco Canada, Inc., as Canadian Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, National Association asCo-Syndication Agents and U.S. Bank National Association as Documentation Agent. #
  10.6
Operating Agreement of Carrier Enterprise, LLC (Amended and Restated), dated as of July 1, 2009 (filed as Exhibit 10.2 to the Current Report on Form8-K on July 8, 2009 and incorporated herein by reference).
 10.7 Second Amended and Restated Shareholder Agreement by and among Watsco, Inc., Carrier Corporation and UTC Canada Corporation, dated as of April 27, 2012 (filed as Exhibit 10.4 to the Current Report on Form8-K on May 3, 2012 and incorporated herein by reference).
  10.8
10.6
 
Operating Agreement of Carrier Enterprise Northeast, LLC, dated as of April 30, 2011 (filed as Exhibit 10.29 to the Annual Report on Form10-K for the year ended December 31, 2011 and incorporated herein by reference).
 10.9 
10.7
Carrier Enterprise Canada (G.P.), Inc. Shareholders’ Agreement dated as of April 27, 2012 (filed as Exhibit 10.2 to the Current Report on Form8-K on May 3, 2012 and incorporated herein by reference).
 13 2016
13
2019 Annual Report to Shareholders (with the exception of the information incorporated by reference into Items 1, 5, 6, 7, 8 and 89 of this Form10-K, the 20162019 Annual Report to Shareholders is provided solely for the information of the SEC and is not deemed “filed” as part of this Form10-K). #
 21.1 
21.1
Subsidiaries of the Registrant. #
 23.1 
23.1
Consent of Independent Registered Public Accounting Firm – KPMG LLP. #
 31.1 
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. #
 31.2 
31.2
Certification of SeniorExecutive Vice President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. #
 31.3 
31.3
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. #

 32.1 
32.1
Certification of Chief Executive Officer, SeniorExecutive Vice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. +
101.INS XBRL Instance Document. #
101.SCH
101.INS
 
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. #
101.SCH
Inline XBRL Taxonomy Extension Schema Document. #
101.CAL 
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document. #
101.DEF 
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document. #
101.LAB 
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document. #
101.PRE 
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document. #
104
The cover page from the Company’s Annual Report on Form
10-K
for the year ended December 31, 2019, formatted in Inline XBRL.

#
filed herewith.
+furnished herewith.
*Management contract or compensation plan or arrangement.

ITEM 16.
FORM
10-K
SUMMARY
None.
22
Table of Contents
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WATSCO, INC.
February 28, 2020
By:
/s/ Albert H. Nahmad
  WATSCO, INC.
Albert H. Nahmad, Chief Executive Officer
February 21, 2017  By:
February 28, 2020
 

By:
/s/ Albert H. Nahmad

Ana M. Menendez
  Albert H. Nahmad, Chief Executive Officer
February 21, 2017By:

/s/ Ana M. Menendez

Ana M. Menendez, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrantregistrant and in the capacities and on the dates indicated.

SIGNATURE

 

TITLE

 

DATE

/S/    ALBERT H. NAHMAD        

Albert H. Nahmad

SIGNATURE
 

TITLE
DATE
/s/ A
lbert H
. N
ahmad
Chairman of the Board and Chief Executive Officer (principal executive officer)

 
February 21, 201728, 2020
Albert H. Nahmad
(principal executive officer)

/S/    BARRY S. LOGAN        

Barry S. Logan

 

Director and Senior Vice President

 February 21, 2017
/s/ A
na m
. M
enendez
Chief Financial Officer
February 28, 2020

/S/    ANA M. MENENDEZ        

Ana M. Menendez

 

Chief Financial Officer (principal

(principal accounting officer
and principal financial officer)

 February 21, 2017

/S/    DAVID C. DARNELL

David C. Darnell

 

Director

 February 21, 2017
/s/ C
esar
L. A
lvarez
Director
February 28, 2020
Cesar L. Alvarez

/S/    DENISE DICKINS        

Denise Dickins

 

Director

 February 21, 2017
/s/ J. M
ichael
C
uster
Director
February 28, 2020
J. Michael Custer

/S/    STEVEN R. FEDRIZZI        

Steven R. Fedrizzi

 

Director

 February 21, 2017
/s/ D
enise
D
ickins
Director
February 28, 2020
Denise Dickins

/S/    BOB L. MOSS        

Bob L. Moss

 

Director

 February 21, 2017
/s/ B
rian e
. K
eeley
Director
February 28, 2020
Brian E. Keeley

/S/    AARON J. NAHMAD        

Aaron J. Nahmad

 

Director and President

 February 21, 2017
/s/ B
ob
L. M
oss
Director
February 28, 2020
Bob L. Moss

/S/    GEORGE P. SAPE        

George P. Sape

 

Director

 
/s/ A
aron
J. N
ahmad
Director and President
February 21, 201728, 2020

Exhibit Index

Aaron J. Nahmad

Exhibit
Number

 

Description

/s/ S
teven
R
ubin
Director
February 28, 2020
Steven Rubin

    3.1

 Composite Articles of Incorporation of Watsco, Inc. (filed as Exhibit 3.1 to the Quarterly Report on Form10-Q for the quarter ended June 30, 2012 and incorporated herein by reference).

    3.2

 Watsco, Inc. Second Amended and Restated Bylaws effective August 1, 2016 (filed as Exhibit 3.1 to the Current Report on Form8-K on August 5, 2016 and incorporated herein by reference).

    4.1

/s/ G
eorge
P. S
ape
 Specimen form of Class B Common Stock Certificate (filed as Exhibit 4.6 to the Registration Statement on FormS-1(No. 33-56646) and incorporated herein by reference).

    4.2

Director
 Specimen form of Common Stock Certificate (filed as Exhibit 4.4 to the Annual Report on Form10-K for the fiscal year ended December 31, 1994 and incorporated herein by reference).
February 28, 2020

  10.1(a)

George P. Sape
 Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.20 to the Quarterly Report on Form10-Q for the quarter ended March 31, 1996 and incorporated herein by reference).

  10.1(b)

 First Amendment dated January 1, 2001 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.13 to the Annual Report on Form10-K for the year ended December 31, 2000 and incorporated herein by reference).

  10.1(c)

Second Amendment dated January 1, 2002 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.15 to the Annual Report on Form10-K for the year ended December 31, 2001 and incorporated herein by reference).

  10.1(d)

Third Amendment dated January 1, 2003 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.11 to the Annual Report on Form10-K for the year ended December 31, 2002 and incorporated herein by reference).

  10.1(e)

Fourth Amendment dated January 1, 2004 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2004 and incorporated herein by reference).

  10.1(f)

Fifth Amendment dated January 1, 2005 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2005 and incorporated herein by reference).

  10.1(g)

Sixth Amendment dated January 1, 2006 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.16 to the Annual Report on Form10-K for the year ended December 31, 2005 and incorporated herein by reference).

  10.1(h)

Seventh Amendment dated January 1, 2007 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.18 to the Annual Report on Form10-K for the year ended December 31, 2006 and incorporated herein by reference).

  10.1(i)

Eighth Amendment dated January 1, 2008 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2008 and incorporated herein by reference).

  10.1(j)

Ninth Amendment dated December 10, 2008 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.19 to the Annual Report on Form10-K for the year ended December 31, 2008 and incorporated herein by reference).

  10.1(k)

Tenth Amendment dated January 1, 2009 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2009 and incorporated herein by reference).

  10.1(l)

Eleventh Amendment dated January 1, 2010 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2010 and incorporated herein by reference).

  10.1(m)

Twelfth Amendment dated January 1, 2011 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2011 and incorporated herein by reference).

  10.1(n)

Thirteenth Amendment dated January 1, 2012 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2012 and incorporated herein by reference).

  10.1(o)

Fourteenth Amendment dated January 1, 2013 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report onForm 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference).

  10.1(p)

Fifteenth Amendment dated January 1, 2014 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2014 and incorporated herein by reference).

  10.1(q)

Sixteenth Amendment dated January 1, 2015 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q for the quarter ended March 31, 2015 and incorporated herein by reference).

  10.1(r)

Seventeenth Amendment dated January 1, 2016 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report onForm 10-Q for the quarter ended March 31, 2016 and incorporated herein by reference).

  10.2

Watsco, Inc. Amended and Restated 2001 Incentive Compensation Plan (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A in respect of our 2009 Annual Meeting of Shareholders and incorporated herein by reference).

  10.3

Watsco, Inc. 2014 Incentive Compensation Plan (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A in respect of our 2014 Annual Meeting of Shareholders and incorporated herein by reference).

  10.4

Fourth Amended and Restated 1996 Qualified Employee Stock Purchase Plan dated April 18, 2011 (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A in respect of our 2011 Annual Meeting of Shareholders and incorporated herein by reference).

  10.5(a)

Credit Agreement dated as of April 27, 2012, by and among Watsco, Inc., as Borrower, Watsco Canada, Inc., as Canadian Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, National Association asCo-Syndication Agents and U.S. Bank National Association as Documentation Agent (filed as Exhibit 10.1 to the Quarterly Report on Form10-Q on August 2, 2013 and incorporated herein by reference).

  10.5(b)

Amendment No. 1 dated as of August 8, 2012, to the Credit Agreement dated as of April 27, 2012 (filed as Exhibit 10.4(b) to the Annual Report on Form10-K for the year ended December 31, 2012, filed on February 28, 2013 and incorporated herein by reference).

  10.5(c)

Amendment No. 2, dated as of July 1, 2013, to Credit Agreement dated as of April 27, 2012, by and among Watsco, Inc., as Borrower, Watsco Canada, Inc., as Canadian Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, National Association asCo-Syndication Agents and U.S. Bank National Association as Documentation Agent (filed as Exhibit 10.1 to the Current Report on Form8-K on July 2, 2013 and incorporated herein by reference).

  10.5(d)

Amendment No. 3, dated as of June 25, 2014, to Credit Agreement dated as of April 27, 2012, by and among Watsco, Inc., as Borrower, Watsco Canada, Inc., as Canadian Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, National Association asCo-Syndication Agents and U.S. Bank National Association as Documentation Agent (filed as Exhibit 10.1 to the Current Report on Form8-K on June 27, 2014 and incorporated herein by reference).

  10.5(e)

Amendment No. 4, dated as of January 24, 2017, to Credit Agreement dated as of April 27, 2012, by and among Watsco, Inc., as Borrower, Watsco Canada, Inc., as Canadian Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, National Association asCo-Syndication Agents and U.S. Bank National Association as Documentation Agent. #

  10.6

Operating Agreement of Carrier Enterprise, LLC (Amended and Restated), dated as of July 1, 2009 (filed as Exhibit 10.2 to the Current Report on Form8-K on July 8, 2009 and incorporated herein by reference).

  10.7

Second Amended and Restated Shareholder Agreement by and among Watsco, Inc., Carrier Corporation and UTC Canada Corporation, dated as of April 27, 2012 (filed as Exhibit 10.4 to the Current Report on Form8-K on May 3, 2012 and incorporated herein by reference).

  10.8

Operating Agreement of Carrier Enterprise Northeast, LLC, dated as of April 30, 2011 (filed as Exhibit 10.29 to the Annual Report on Form10-K for the year ended December 31, 2011 and incorporated herein by reference).

  10.9

Carrier Enterprise Canada (G.P.), Inc. Shareholders’ Agreement dated as of April 27, 2012 (filed as Exhibit 10.2 to the Current Report on Form8-K on May 3, 2012 and incorporated herein by reference).

  13

2016 Annual Report to Shareholders (with the exception of the information incorporated by reference into Items 1, 5, 6, 7 and 8 of this Form10-K, the 2016 Annual Report to Shareholders is provided solely for the information of the SEC and is not deemed “filed” as part of this Form10-K).

  21.1

Subsidiaries of the Registrant.

  23.1

Consent of Independent Registered Public Accounting Firm – KPMG LLP.

  31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2

Certification of Senior Vice President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.3

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32.1

Certification of Chief Executive Officer, Senior Vice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

23