above ground pools

Pool Corporation(sm) (POOLCORP)(www.poolcorp.com and www.swimmingpool.com) is the world’s largest wholesale distributor of swimming pool supplies, equipment and related leisure products.

The company was incorporated in the state of Delaware in 1993 under the name SCP Holding Corp. In 1995, it changed its name to SCP Pool Corp. and on May 16, 2006, the name was changed to Pool Corp. (POOLCORP). Corporate headquarters are based in the New Orleans suburb of Covington, Louisiana in the Northpark Business Park. POOLCORP trades on NASDAQ under the ticker POOL. The current president and CEO of POOLCORP is Manny Perez de la Mesa.

POOLCORP operates wholesale branches under three networks:SCP Distributors LLC; Superior Pool Productsand Horizon Distributors Inc.The company also owns an equity interest in Latham Acquisition Corp., a company that makes pool kits and vinyl liners.

POOLCORP sells swimming pool equipment, parts and supplies and other backyard related products to approximately 68,000 wholesale customers around the world. As of April 20, 2006, POOLCORP operated 253 service center locations (234 in the United States). The company employs more than 3,000 employees, with the number increasing during peak pool season in the summer.

Entering Into New Products

POOLCORP has expanded its product line over the years to include complementary products that relate to the building of a pool such as construction materials, irrigation and landscape products and other discretionary outdoor lifestyle products.

In October 2005, POOLCORP acquired Automatic Rain Co., a leading regional wholesale distributor of irrigation and landscape products serving professional contractors in the landscape construction and maintenance markets, through its newly formed and wholly owned subsidiary Horizon Distributors Inc. This acquisition expanded POOLCORP’s complementary offerings and provided the company with a solid distribution platform in the irrigation and landscape marketplace.

On August 9, 2006 POOLCORP announced the acquisition of Wickham Supply Inc. and Water Zone LP (collectively "Wickham"), a leading regional irrigation products distributor in Texas. Wickham operates 14 distribution sales centers with 13 locations throughout Texas and one location in Georgia.

In all, the company offers more than 100,000 national brand and private label products including non-discretionary pool maintenance products, such as chemicals and replacement parts; packaged pool kits, which include walls, liners, bracing and other materials; whole goods, which include cleaners, filters, heaters, pumps and lights; construction materials used for pool installations and remodeling; irrigation and landscape products, including a complete line of commercial and residential irrigation products and parts; power equipment for the professional landscape market; specialty products, which include light fixtures and built-in barbecues; and, golf irrigation and water management products.

As a complement to its vast product line, POOLCORP launched www.SwimmingPool.com on the World Wide Web in 1999. The site was designed as a central location for pool owners and pool fans to research pool safety, financing, remodeling and design. Features of the site include a dealer locator for finding local retailers, builders and service professionals; an interactive Build-A-Pool application that allows the user to design their own pool and request a quote from a qualified builder; an extensive gallery of pool photos; a kid-friendly section to help acquaint young swimmers with pool fun and pool safety; and an online listing of pool enhancing products – from poolside grill islands to underwater lighting.

Partial List of Acquistions

Superior Pool Products Inc. (July 2000); Fort Wayne Pools Inc. (August 2002); Litehouse Products Inc., Distribution Division (October 2003); Sud Quest Filtration (August 2003); Mepasa Albercas (September 2003); Automatic Rain Company (October 2005); B&B s.r.l. (October 2005); Direct Replacements Inc. (October 2005); Wickham Supply Inc. and Water Zone LP (August 2006).

Private Label Brands From SCP

Audubon Vinyl Liners™

Backyard FUNSTORE(sm)

Blue Chlor ®

Garden Leisure Spa Series™

Chlorplex™

Clear Choice™

Clor Save®

Cool Covers®

Distinctive Living™

Dreamline Pools and Pumps™

Elysian Pools(sm)

E-Z CLOR Pool Care Products®

Frontier Pools

Funshine Toys™

Garden Leisure Above Ground Pools™

Heldor Classic Edition Swimming Pools®

Home Vacation Station(sm)

OutBack Above Ground Pools™

Pool Logic Pool Care Products™

Pool Season Pool Care Products®

POOLSTYLE Maintenance Equipment and Accessories™

Premium Pools®

Prestige Swimming Pools(sm)

Pure Shock™

Pyramid Tile & Deck Pavers™

Radiant Pools™

Regal Pool Care Products®

Regatta Pools (sm)

Revolution Swimming Pools™

Seablue Swimming Pools(sm)

Sedona Professional Grilling Systems®

Shock-It®

Signature Pools (sm)

Sterling Pools®

Sunmark Tiles™

Super-Pro Genuine Replacement Parts®

The Elite Pool®

Tranquility Pools®

Ultimate Swimming Pools (sm)

Weatherking Swimming Pools (sm)

Windsor Swimming Pools™

In 2005 private label brands made up about $200 million in sales.