WSO 10-K Annual Report Dec. 31, 2020 | Alphaminr
WATSCO INC

WSO 10-K Fiscal year ended Dec. 31, 2020

WATSCO INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Composite Articles of Incorporation of Watsco, Inc. (filed as Exhibit 3.1 to the Quarterly Report on Form10-Qfor the quarter ended June30, 2012 and incorporated herein by reference). 3.2 Watsco, Inc. Second Amended and Restated Bylaws effective August1, 2016 (filed as Exhibit 3.1 to the Current Report on Form8-Kon August5, 2016 and incorporated herein by reference). 4.3 Description of Capital Stock (filed as Exhibit 4.3 to the Annual Report on Form10-Kfor the fiscal year ended December31, 2019 and incorporated herein by reference). 10.1(e) Fourth Amendment dated January1, 2004 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2004 and incorporated herein by reference).* 10.1(f) Fifth Amendment dated January1, 2005 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2005 and incorporated herein by reference).* 10.1(g) Sixth Amendment dated January1, 2006 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.16 to the Annual Report on Form10-Kfor the year ended December31, 2005 and incorporated herein by reference).* 10.1(h) Seventh Amendment dated January1, 2007 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.18 to the Annual Report on Form10-Kfor the year ended December31, 2006 and incorporated herein by reference).* 10.1(i) Eighth Amendment dated January1, 2008 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2008 and incorporated herein by reference).* 10.1(j) Ninth Amendment dated December10, 2008 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.19 to the Annual Report on Form10-Kfor the year ended December31, 2008 and incorporated herein by reference).* 10.1(k) Tenth Amendment dated January1, 2009 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2009 and incorporated herein by reference).* 10.1(l) Eleventh Amendment dated January1, 2010 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2010 and incorporated herein by reference).* 10.1(m) Twelfth Amendment dated January1, 2011 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2011 and incorporated herein by reference).* 10.1(n) Thirteenth Amendment dated January1, 2012 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2012 and incorporated herein by reference).* 10.1(o) Fourteenth Amendment dated January1, 2013 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2013 and incorporated herein by reference).* 10.1(p) Fifteenth Amendment dated January1, 2014 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2014 and incorporated herein by reference).* 10.1(q) Sixteenth Amendment dated January1, 2015 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2015 and incorporated herein by reference).* 10.1(r) Seventeenth Amendment dated January1, 2016 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2016 and incorporated herein by reference).* 10.1(s) Eighteenth Amendment dated January1, 2017 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2017 and incorporated herein by reference).* 10.1(t) Nineteenth Amendment dated January1, 2018 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2018 and incorporated herein by reference).* 10.1(u) Twentieth Amendment dated January1, 2019 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2019 and incorporated herein by reference).* 10.1(v) Twenty-first Amendment dated January1, 2020 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended March31, 2020 and incorporated herein by reference).* 10.1(w) Twenty-second Amendment dated January1, 2021 to Employment Agreement and Incentive Plan dated January31, 1996 by and between Watsco, Inc. and Albert H. Nahmad.*# 10.4(a) Credit Agreement dated as of December5, 2018, by and among Watsco, Inc., Watsco Canada, Inc. and Carrier Enterprise Mexico, S. de R.L. de C.V., as Borrowers, the Other Lenders From Time to Time Party Thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A. as Syndication Agent and Branch Banking and Trust Company, U.S. Bank National Association and Wells Fargo Bank, National Association asCo-DocumentationAgents (filed as Exhibit 10.1 to the Current Report on Form8-Kon December11, 2018 and incorporated herein by reference). 10.4(b) Revolving Credit Increase and Joinder Agreement, dated as of April10, 2020, by and among Watsco, Inc., Watsco Canada, Inc. and Carrier Enterprise Mexico, S. de R.L. de C.V., as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Regions Bank, and PNC Bank N.A. as a joining Lender (filed as Exhibit 10.1 to the Current Report on Form8-Kon April16, 2020 and incorporated herein by reference). 10.5 Operating Agreement of Carrier Enterprise, LLC (Amended and Restated), dated as of July1, 2009 (filed as Exhibit 10.2 to the Current Report on Form8-Kon July8, 2009 and incorporated herein by reference). 10.6 Operating Agreement of Carrier Enterprise Northeast, LLC, dated as of April30, 2011 (filed as Exhibit 10.29 to the Annual Report on Form10-Kfor the year ended December31, 2011 and incorporated herein by reference). 10.7 Carrier Enterprise Canada (G.P.), Inc. Shareholders Agreement dated as of April27, 2012 (filed as Exhibit 10.2 to the Current Report on Form8-Kon May3, 2012 and incorporated herein by reference). 13 2020 Annual Report to Shareholders (with the exception of the information incorporated by reference into Items 6, 7, 8 and 9 of this Form10-K,the 2020 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 Section302 of the Sarbanes-Oxley Act of 2002.# 31.2 Certification of Executive Vice President pursuant to Section302 of the Sarbanes-Oxley Act of 2002.# 31.3 Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002.# 32.1 Certification of Chief Executive Officer, Executive Vice President and Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.+