11
Index to Financial Statements
facilities and the remainder are Company owned.
buildings and the remainder are Company owned.
12
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Quarter First Second Third Fourth Quarter First Second Third Fourth Genuine Parts Company S&P 500 Peer Index Industry Segment Automotive Parts Industrial Parts Office Products Electrical/Electronic Materials Period October 1, 2013 through October 31, 2013 November 1, 2013 through November 30, 2013 December 1, 2013 through December 31, 2013 Totals Sales Price of Common Shares 2013 2012 High Low High Low $ 78.12 $ 64.43 $ 66.43 $ 60.84 84.27 71.87 66.50 55.58 85.41 77.80 65.18 58.73 84.89 76.26 66.90 59.53 Dividends
Declared per
Share 2013 2012 $ 0.5375 $ 0.4950 0.5375 0.4950 0.5375 0.4950 0.5375 0.4950 13Index to Financial Statements Sales Price of Common Shares 2016 2015 High Low High Low Quarter First $ 99.59 $ 76.50 $ 108.07 $ 91.74 Second 101.28 92.25 94.74 89.17 Third 105.97 95.96 91.02 78.76 Fourth 100.34 86.61 92.32 79.77 2016 2015 Quarter First $ 0.6575 $ 0.6150 Second 0.6575 0.6150 Third 0.6575 0.6150 Fourth 0.6575 0.6150 20082011 and ended December 31, 2013.2016. This graph assumes that $100 was invested on December 31, 20082011 in Genuine Parts Company Common Stock, the S&P 500 Stock Index (the Company is a member of the S&P 500, and its cumulative total shareholder return went into calculating the S&P 500 results set forth in the graph) and the peer group composite index as set forth below and assumes reinvestment of all dividends.
Cumulative Total Shareholder Return
$ at Fiscal Year End 2008 2009 2010 2011 2012 2013 100.00 105.22 147.87 182.23 195.48 263.01 100.00 126.46 145.50 148.58 172.35 228.17 100.00 142.97 207.35 199.05 227.70 321.78 2011 2012 2013 2014 2015 2016 Genuine Parts Company 100.00 107.26 144.33 189.66 157.15 179.62 S&P 500 100.00 116.00 153.57 174.60 177.01 198.18 Peer Index 100.00 113.25 162.10 168.26 156.33 171.76 20082011 and including reinvestment of dividends) that compete with the Company in three industry segments: automotive parts, industrial parts and office products (each group of companies included in the Peer Index as competing with the Company in a separate industry segment is hereinafter referred to as a “Peer Group”). Included in the automotive parts Peer Group are those companies making up the Dow Jones U.S. Auto Parts Index (the Company is a member of such industry group, and its individual shareholder return was included when calculating the Peer Index results set forth in the performance graph). Included in the industrial parts Peer Group are Applied Industrial Technologies, Inc. and Kaman Corporation and included in the office products Peer Group is United Stationers Inc.Essendant. The Peer Index does not break out a separate electrical/electronic peer group due to the fact that there is currently no true market comparative to EIS. The electrical/electronic component of sales is redistributed to the Company’s other segments on a pro rata basis to calculate the final Peer Index.14Index to Financial Statements 2008 2009 2010 2011 2012 2013 48 % 52 % 50 % 49 % 49 % 53 % 32 % 29 % 31 % 33 % 34 % 31 % 16 % 16 % 15 % 14 % 13 % 12 % 4 % 3 % 4 % 4 % 4 % 4 % Industry Segment 2011 2012 2013 2014 2015 2016 Automotive Parts 49 % 49 % 53 % 53 % 52 % 53 % Industrial Parts 33 % 34 % 31 % 31 % 30 % 30 % Office Products 14 % 13 % 12 % 11 % 13 % 13 % Electrical/Electronic Materials 4 % 4 % 4 % 5 % 5 % 4 % 2013,2016, there were 5,0714,689 holders of record of the Company’s common stock. The number of holders of record does not include beneficial owners of the common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.2013: Total
Number of
Shares
Purchased(1) Average
Price Paid
per Share Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs(2) Maximum Number of
Shares That May Yet
be Purchased Under
the Plans or
Programs 215,475 $ 78.66 214,400 11,065,142 276,080 $ 80.71 220,547 10,844,595 190,561 $ 81.31 176,216 10,668,379 682,116 $ 80.23 611,163 10,668,379 Period October 1, 2016 through October 31, 2016 204,350 $ 89.50 203,664 4,477,891 November 1, 2016 through November 30, 2016 211,071 $ 88.73 209,064 4,268,827 December 1, 2016 through December 31, 2016 79,435 $ 98.08 8,585 4,260,242 Totals 494,856 $ 90.55 421,313 4,260,242 (1) Includes shares surrendered by employees to the Company to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock, the exercise of stock options and/or tax withholding obligations. (2) On November 17, 2008, the Board of Directors announced that it had authorized the repurchase of 15 million shares. The authorization for this repurchase plan continues until all such shares have been repurchased or the repurchase plan is terminated by action of the Board of Directors. Approximately 10.74.3 million shares authorized in the 2008 plan remain available to be repurchased by the Company. There were no other publicly announced plans as of December 31, 2013.2016.
15
Index to Financial StatementsITEM 6.SELECTED FINANCIAL DATA.
ITEM 6. SELECTED FINANCIAL DATA.The following table sets forth certain selected historical financial and operating data of the Company as of the dates and for the periods indicated. The following selected financial data are qualified by reference to, and should be read in conjunction with, the consolidated financial statements, related notes and other financial information beginning on page F-1, as well as in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report.Year Ended December 31,
2013 2012 2011 2010 2009 (In thousands, except per share data) Net sales
$ 14,077,843 $ 13,013,868 $ 12,458,877 $ 11,207,589 $ 10,057,512 Cost of goods sold
9,857,923 9,235,777 8,852,837 7,954,645 7,047,750 Operating and non-operating expenses, net
3,175,616 2,759,159 2,715,234 2,491,161 2,365,597 Income before taxes
1,044,304 1,018,932 890,806 761,783 644,165 Income taxes
359,345 370,891 325,690 286,272 244,590 Net income
$ 684,959 $ 648,041 $ 565,116 $ 475,511 $ 399,575 Weighted average common shares outstanding during year — assuming dilution
155,714 156,420 157,660 158,461 159,707 Per common share:
Diluted net income
$ 4.40 $ 4.14 $ 3.58 $ 3.00 $ 2.50 Dividends declared
2.15 1.98 1.80 1.64 1.60 December 31 closing stock price
83.19 63.58 61.20 51.34 37.96 Total debt, less current maturities
500,000 250,000 500,000 250,000 500,000 Total equity
3,358,768 3,008,179 2,753,591 2,763,486 2,590,144 Total assets
$ 7,680,297 $ 6,807,061 $ 6,202,774 $ 5,788,227 $ 5,327,872
Year Ended December 31, 2016 2015 2014 2013 2012 (In thousands, except per share data) Net sales $ 15,339,713
$ 15,280,044
$ 15,341,647
$ 14,077,843
$ 13,013,868
Cost of goods sold 10,740,106
10,724,192
10,747,886
9,857,923
9,235,777
Operating and non-operating expenses, net 3,525,267
3,432,171
3,476,022
3,175,616
2,759,159
Income before taxes 1,074,340
1,123,681
1,117,739
1,044,304
1,018,932
Income taxes 387,100
418,009
406,453
359,345
370,891
Net income $ 687,240
$ 705,672
$ 711,286
$ 684,959
$ 648,041
Weighted average common shares outstanding during year — assuming dilution 149,804
152,496
154,375
155,714
156,420
Per common share: Diluted net income $ 4.59
$ 4.63
$ 4.61
$ 4.40
$ 4.14
Dividends declared 2.63
2.46
2.30
2.15
1.98
December 31 closing stock price 95.54
85.89
106.57
83.19
63.58
Total debt, less current maturities 550,000
250,000
500,000
500,000
250,000
Total equity 3,207,356
3,159,242
3,312,364
3,358,768
3,008,179
Total assets $ 8,859,400
$ 8,144,771
$ 8,246,238
$ 7,680,297
$ 6,807,061
Year Ended December 31, | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||||
Net sales | $ | 14,077,843 | $ | 13,013,868 | $ | 12,458,877 | $ | 11,207,589 | $ | 10,057,512 | ||||||||||
Cost of goods sold | 9,857,923 | 9,235,777 | 8,852,837 | 7,954,645 | 7,047,750 | |||||||||||||||
Operating and non-operating expenses, net | 3,175,616 | 2,759,159 | 2,715,234 | 2,491,161 | 2,365,597 | |||||||||||||||
Income before taxes | 1,044,304 | 1,018,932 | 890,806 | 761,783 | 644,165 | |||||||||||||||
Income taxes | 359,345 | 370,891 | 325,690 | 286,272 | 244,590 | |||||||||||||||
Net income | $ | 684,959 | $ | 648,041 | $ | 565,116 | $ | 475,511 | $ | 399,575 | ||||||||||
Weighted average common shares outstanding during year — assuming dilution | 155,714 | 156,420 | 157,660 | 158,461 | 159,707 | |||||||||||||||
Per common share: | ||||||||||||||||||||
Diluted net income | $ | 4.40 | $ | 4.14 | $ | 3.58 | $ | 3.00 | $ | 2.50 | ||||||||||
Dividends declared | 2.15 | 1.98 | 1.80 | 1.64 | 1.60 | |||||||||||||||
December 31 closing stock price | 83.19 | 63.58 | 61.20 | 51.34 | 37.96 | |||||||||||||||
Total debt, less current maturities | 500,000 | 250,000 | 500,000 | 250,000 | 500,000 | |||||||||||||||
Total equity | 3,358,768 | 3,008,179 | 2,753,591 | 2,763,486 | 2,590,144 | |||||||||||||||
Total assets | $ | 7,680,297 | $ | 6,807,061 | $ | 6,202,774 | $ | 5,788,227 | $ | 5,327,872 | ||||||||||
| Year Ended December 31, | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||
| Net sales | $ | 15,339,713 | $ | 15,280,044 | $ | 15,341,647 | $ | 14,077,843 | $ | 13,013,868 | |||||||||
| Cost of goods sold | 10,740,106 | 10,724,192 | 10,747,886 | 9,857,923 | 9,235,777 | ||||||||||||||
| Operating and non-operating expenses, net | 3,525,267 | 3,432,171 | 3,476,022 | 3,175,616 | 2,759,159 | ||||||||||||||
| Income before taxes | 1,074,340 | 1,123,681 | 1,117,739 | 1,044,304 | 1,018,932 | ||||||||||||||
| Income taxes | 387,100 | 418,009 | 406,453 | 359,345 | 370,891 | ||||||||||||||
| Net income | $ | 687,240 | $ | 705,672 | $ | 711,286 | $ | 684,959 | $ | 648,041 | |||||||||
| Weighted average common shares outstanding during year — assuming dilution | 149,804 | 152,496 | 154,375 | 155,714 | 156,420 | ||||||||||||||
| Per common share: | |||||||||||||||||||
| Diluted net income | $ | 4.59 | $ | 4.63 | $ | 4.61 | $ | 4.40 | $ | 4.14 | |||||||||
| Dividends declared | 2.63 | 2.46 | 2.30 | 2.15 | 1.98 | ||||||||||||||
| December 31 closing stock price | 95.54 | 85.89 | 106.57 | 83.19 | 63.58 | ||||||||||||||
| Total debt, less current maturities | 550,000 | 250,000 | 500,000 | 500,000 | 250,000 | ||||||||||||||
| Total equity | 3,207,356 | 3,159,242 | 3,312,364 | 3,358,768 | 3,008,179 | ||||||||||||||
| Total assets | $ | 8,859,400 | $ | 8,144,771 | $ | 8,246,238 | $ | 7,680,297 | $ | 6,807,061 | |||||||||
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
businesses. Examples of such initiatives include strategic acquisitions, the introduction of new and expanded product lines, geographic expansion, sales to new markets, enhanced customer marketing programs and a variety of gross margin and cost savings initiatives. We discuss these initiatives further below. 2015. Net Sales Gross Profit Net Income Diluted Earnings Per Share 2014. for sustainable long-term growth. The underlying fundamentals in the automotive aftermarket, including the overall 2017. quarters. gas sector. 2015. 2016. 2014. impact of lower outstanding debt levels during the year relative to 2014. 2015 relative to 2014. 2014. 2017. 2017. management. 2015 resulted in the decrease in rate. 2015. 2015 and 2014. 19 acquisitions made in 2016. Net Cash Provided by (Used in): Operating Activities Investing Activities Financing Activities 2014. the year. In 2016, net cash used in financing activities was partially offset by approximately $250 million in net proceeds from debt. In 2015, net cash used in financing activities included payments on debt of approximately $140 million net of debt proceeds. 2016: Credit facilities Operating leases Total contractual cash obligations cash settlement with the respective taxing authorities. Therefore, 2016: Line of credit Standby letters of credit Guaranteed borrowings of independents and affiliates Total commercial commitments 2016. be made based on assumptions about matters that are uncertain at the time the estimate is made and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. Management believes the following critical accounting policies reflect its most significant estimates and assumptions used in the preparation of the consolidated financial statements. For further information on the critical accounting policies, see Note 1 of the Consolidated Financial Statements. Refer to Note 7 of the Consolidated Financial Statements for more information regarding these assumptions. 2016. 2013 Net Sales Gross Profit Net Income Earnings Per Share: Basic Diluted 2012 Net Sales Gross Profit Net Income Earnings Per Share: Basic Diluted 2015: 2016. A 15% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately $393 million in 2016 and $378 million in 2015. A 20% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately $524 million in 2016 and $504 million in 2015. COMPANY. Plan Category Equity Compensation Plans Approved by Shareholders: Equity Compensation Plans Not Approved by Shareholders: Total 2015 2014 2014 2014 2016 Exhibits Director Director John Director Director Director 2016. CAROL B. YANCEY (In Thousands, Except Share Data and per Share Amounts) Assets Current assets: Cash and cash equivalents Trade accounts receivable, net Merchandise inventories, net Prepaid expenses and other current assets Total current assets Goodwill Other intangible assets, less accumulated amortization Deferred tax assets Other assets Property, plant, and equipment: Land Buildings, less accumulated depreciation (2013 — $251,541; 2012 — $237,504) Machinery and equipment, less accumulated depreciation (2013 — $555,895; Net property, plant, and equipment Liabilities and equity Current liabilities: Trade accounts payable Current portion of debt Accrued compensation Other accrued expenses Dividends payable Income taxes payable Total current liabilities Long-term debt Pension and other post-retirement benefit liabilities Deferred tax liabilities Other long-term liabilities Equity: Preferred stock, par value $1 per share — authorized 10,000,000 shares; none issued Common stock, par value $1 per share — authorized 450,000,000 shares; issued and outstanding 153,773,098 in 2013 and 154,841,438 shares in 2012 Additional paid-in capital Accumulated other comprehensive loss Retained earnings Total parent equity Noncontrolling interests in subsidiaries Total equity Net sales Cost of goods sold Gross margin Operating expenses: Selling, administrative, and other expenses Depreciation and amortization Provision for doubtful accounts Total operating expenses Non-operating expenses (income): Interest expense Other Total non-operating expenses Income before income taxes Income taxes Net income Basic net income per common share Diluted net income per common share Weighted average common shares outstanding Dilutive effect of stock options and nonvested restricted stock awards Weighted average common shares outstanding — assuming dilution Net income Other comprehensive income (loss), net of tax: Foreign currency translation adjustment Pension and postretirement benefit adjustments, net of income taxes of 2013 — ($175,297) , 2012 — $26,465, and 2011 — $98,973 Other comprehensive income (loss), net of tax Comprehensive income Balance at January 1, 2011 Net income Other comprehensive loss, net of tax Cash dividends declared, $1.80 per share Stock options exercised, including tax benefit of $5,356 Share-based compensation Purchase of stock Noncontrolling interest activities Balance at December 31, 2011 Net income Other comprehensive loss, net of tax Cash dividends declared, $1.98 per share Stock options exercised, including tax benefit of $11,018 Share-based compensation Purchase of stock Noncontrolling interest activities Balance at December 31, 2012 Net income Other comprehensive income, net of tax Cash dividends declared, $2.15 per share Stock options exercised, including tax benefit of $12,905 Share-based compensation Purchase of stock Noncontrolling interest activities Balance at December 31, 2013 Operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Excess tax benefits from share-based compensation Gain on sale of property, plant, and equipment Deferred income taxes Share-based compensation Gain on GPC Asia Pacific equity investment Changes in operating assets and liabilities: Trade accounts receivable, net Merchandise inventories, net Trade accounts payable Other short-term assets and liabilities Other long-term assets and liabilites Net cash provided by operating activities Investing activities Purchases of property, plant and equipment Proceeds from sale of property, plant, and equipment Acquisition of businesses and other investing activities Net cash used in investing activities Financing activities Proceeds from debt Payments on debt Stock options exercised Excess tax benefits from share-based compensation Dividends paid Purchase of stock Net cash used in financing activities Effect of exchange rate changes on cash Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental disclosures of cash flow information Cash paid during the year for: Income taxes Interest Summary of Significant Accounting Policies expected defaults and, therefore, the need to revise estimates for bad debts. For the years ended December 31, There were no LIFO liquidations in 2015. vendors, and income taxes receivable. Retirement benefit assets Deferred compensation benefits Investments Cash surrender value of life insurance policies Customer sales returns inventories Other long-term prepayments and receivables Total other assets Post-employment and other benefit/retirement liabilities Insurance liabilities Other lease obligations Other taxes payable Customer deposits Other Total other long-term liabilities Loss Foreign currency translation Unrecognized net actuarial loss, net of tax Unrecognized prior service credit, net of tax Total accumulated other comprehensive loss Beginning balance, January 1 Other comprehensive income (loss) before reclassifications, net of tax Amounts reclassified from accumulated other comprehensive (loss) income, net of tax Net current period other comprehensive income (loss) Ending balance, December 31 2016 and 2015: Goodwill and Other Intangible Assets Balance as of January 1, 2012 Additions Amortization Foreign currency translation Balance as of December 31, 2012 Additions Amortization Foreign currency translation Balance as of December 31, 2013 Customer relationships Trademarks Non-competition agreements 2014 2015 2016 2017 2018 2015, respectively. 2016 Unsecured revolving line of credit, $850,000,000, LIBOR plus 0.75% variable Unsecured term notes: November 30, 2008, Series C Senior Unsecured Notes, $250,000,000, 4.67% fixed, due November 30, 2013 November 30, 2011, Series D and E Senior Unsecured Notes, $250,000,000, 3.35% fixed, due November 30, 2016 December 2, 2013, Series F Senior Unsecured Notes, $250,000,000, 2.99% fixed, due December 2, 2023 Total debt Less debt due within one year Long-term debt, excluding current portion 2014 2015 2016 2017 2018 Thereafter Total minimum lease payments 2016, 2015, or 2014. Outstanding at beginning of year Granted Exercised Forfeited Outstanding at end of year (3) Exercisable at end of year Shares available for future grants $65,200,000, respectively. Nonvested Share Awards (RSUs) Nonvested at January 1, 2013 Granted Vested Forfeited Nonvested at December 31, 2013 Deferred tax assets related to: Expenses not yet deducted for tax purposes Pension liability not yet deducted for tax purposes Capital loss Valuation allowance Deferred tax liabilities related to: Employee and retiree benefits Inventory Other intangible assets Property, plant, and equipment Other Net deferred tax assets Current portion of deferred tax (assets) liabilities Noncurrent net deferred tax assets United States Foreign Income before income taxes Current: Federal State Foreign Deferred Statutory rate applied to income Plus state income taxes, net of Federal tax benefit Earnings in jurisdictions taxed at rates different from the statutory US tax rate Capital loss expiration Reversal of capital loss valuation allowance Other Balance at beginning of year Additions based on tax positions related to the current year Additions for tax positions of prior years Reductions for tax positions for prior years Reduction for lapse in statute of limitations Settlements Balance at end of year Changes in benefit obligation Benefit obligation at beginning of year Service cost Interest cost Plan participants’ contributions Plan amendments Actuarial (gain) loss Foreign currency exchange rate changes Gross benefits paid Acquired plan Curtailments Benefit obligation at end of year Weighted-average discount rate Rate of increase in future compensation levels Changes in plan assets Fair value of plan assets at beginning of year Actual return on plan assets Foreign currency exchange rate changes Employer contributions Acquired plan Plan participants’ contributions Benefits paid Fair value of plan assets at end of year Asset Category Equity securities Debt securities The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. Level 1 represents observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 represents other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.). Level 3 represents significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments). Certain investments are measured at fair value using the net asset value ("NAV") per share as a practical expedient and have not been classified in the fair value hierarchy. Equity Securities Common stocks — mutual funds — equity Genuine Parts Company Other stocks Debt Securities Short-term investments Cash and equivalents Government bonds Corporate bonds Asset-backed and mortgage-backed securities Other-international Municipal bonds Municipal funds-fixed income Cash surrender value of life insurance policies Total Equity Securities Common stocks — mutual funds — equity Genuine Parts Company Other stocks Debt Securities Short-term investments Cash and equivalents Government bonds Corporate bonds Asset-backed and mortgage-backed securities Other-international Municipal bonds Municipal funds-fixed income Cash surrender value of life insurance policies Total Other long-term asset Other current liability Pension and other post-retirement liabilities Net actuarial loss Prior service credit Employer contribution 2014 (expected) Expected benefit payments 2014 2015 2016 2017 2018 2019 through 2023 Service cost Interest cost Expected return on plan assets Amortization of prior service credit Amortization of actuarial loss Curtailment gain Net periodic benefit cost Current year actuarial (gain) loss Recognition of actuarial loss Current year prior service credit Recognition of prior service credit Total recognized in other comprehensive (loss) income Total recognized in net periodic benefit cost and other comprehensive (loss) income Actuarial loss Prior service credit Total Weighted average discount rate Rate of increase in future compensation levels Expected long-term rate of return on plan assets 2014. appropriate inventories, and store hours. Separately, the Company concluded the affiliates are not variable interest entities. The Company’s maximum exposure to loss as a result of its involvement with these independents and affiliates is generally equal to the total borrowings subject to the Company’s guarantee. While such borrowings of the independents and affiliates are outstanding, the Company is required to maintain compliance with certain covenants, including a maximum debt to capitalization ratio and certain limitations on additional borrowings. At December 31, $120,000,000, net of cash acquired. A significant portion of the 2014 companies acquired included two companies each in the Automotive Parts Group, Office Products Group, and Electrical/Electronic Materials Group and one company in the Industrial Group for approximately $260,000,000, net of cash acquired. Cash Fair value of 30% investment held prior to business combination Total Trade accounts receivable Merchandise inventory Prepaid expenses and other current assets Property and equipment Intangible assets Other assets Total identifiable assets acquired Current liabilities Long-term debt Deferred tax liabilities and other Total liabilities assumed Net identifiable assets acquired Goodwill Net assets acquired Net sales: Automotive Industrial Office products Electrical/electronic materials Other Total net sales Operating profit: Automotive Industrial Office products Electrical/electronic materials Total operating profit Interest expense, net Corporate expense Intangible asset amortization Income before income taxes Assets: Automotive Industrial Office products Electrical/electronic materials Corporate Goodwill and other intangible assets Total assets Depreciation and amortization: Automotive Industrial Office products Electrical/electronic materials Corporate Intangible asset amortization Total depreciation and amortization Capital expenditures: Automotive Industrial Office products Electrical/electronic materials Corporate Total capital expenditures Net sales: United States Canada Australasia Mexico Other Total net sales Net long-lived assets: United States Canada Australasia Mexico Total net long-lived assets Year ended December 31, 2011: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts Year ended December 31, 2012: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts Year ended December 31, 2013: Reserves and allowances deducted from asset accounts: Allowance for doubtful accountsIn 2013, theThe Company conducted business in 2016 throughout the United States, Canada, Australia, New Zealand, Mexico and Puerto Rico from approximately 2,6002,670 locations.$14.1$15.3 billion for the year ended December 31, 2013,2016, an increase of 8%0.4% compared to $13.0 billionsales in 2012.2015. Consolidated net income for the year ended December 31, 20132016 was $685$687 million, up 6%down 3% from $648$706 million in 2012.2015. The Company’s internal growth strategy, and in particular the initiatives includingto expand our global footprint via strategic acquisitions, served to offset the positivechallenging sales environment that persisted in our U.S. markets during 2016. We were also focused on ongoing measures to improve gross margins and control costs, although the loss of leverage due to weak comparable sales trends increased our expenses as a percentage of sales and negatively impacted earnings growth.acquisitions, as well as effective cost management, which we discuss further below, served to drive our solid financial performancecurrency translation and after adjusting for this factor, the year, despite the challengingCompany produced an increase in both sales and net income for that year. In 2014, improved market conditions that were experienced by our non-automotive business segments.The 8%relative to the prior year drove sales and earnings growth in 2013 follows a 4.5% revenue increase in 2012 and an 11% increase in revenues in 2011. Our 6% increase in net income follows a 15% increase in net income in 2012 and a 19% increase in net income in 2011. In 2011, we experienced strong and steady growth in threeeach of our four business segments, as conditions in these industries improved significantly from the depressed levels associated with the recessionary period of 2009. These favorable conditions began to moderate following the first quarter of 2012, which created a more challenging sales environment over the balance of the year. In 2013, we continued to experience difficult market conditions in the Industrial, Electrical/Electronic and Office industries, while the Automotive business performed reasonably well.segments. Over the three year period of 20112014 through 2013,2016, our financial performance was positively impacted byreflects a variety of initiatives wethe Company implemented to grow sales and earnings in each ofacross our four16Index to Financial Statements20132016 consolidated balance sheet, the Company’s cash balance of $197$243 million was down fromcompares to cash of $403$212 million at December 31, 2012, due primarily to recent acquisitions in our Automotive, Industrial and Electrical/Electronic business segments during 2013, which are discussed further under Liquidity and Capital Resources.2015. The Company continues to maintain a strong cash position, supported by the increase inrelatively steady net income and ongoing working capital management in 2013.effective asset management. Accounts receivable increased by approximately 12%6%, which is less than ourcompares to an approximate 3% sales increase in the fourth quarter of the year, and inventory was up by approximately 13%7%, or approximately 1% beforeincluding the impact of acquisitions. Accounts payable increased $588$260 million or 35%9% from the prior year. The significant increase in this line item isyear, due primarily to improved payment terms with certain suppliers. Additionally, accounts payable associated with acquisitions accounted for approximately 10% of the increase. Total debt outstanding at December 31, 20132016 was $765$875 million, an increase from total debt of $265 million from $500$625 million at December 31, 2012.2013, 20122016, 2015 and 2011. Year Ended December 31, 2013 2012 2011 (In thousands except per share data) $ 14,077,843 $ 13,013,868 $ 12,458,877 4,219,920 3,778,091 3,606,040 684,959 648,041 565,116 4.40 4.14 3.58 Year Ended December 31, 2016 2015 2014 (In thousands except per share data) Net sales $ 15,339,713 $ 15,280,044 $ 15,341,647 Gross profit 4,599,607 4,555,852 4,593,761 Net income 687,240 705,672 711,286 Diluted earnings per share 4.59 4.63 4.61 20132016 totaled $14.1$15.3 billion, an 8% increaseup slightly from 2012 driven by an 18.5% increase in the Automotive segment, that was2015. 2016 net sales included a 2.4% contribution from acquisitions, net of store closures, offset by a 1% sales1.1% decrease in our non-automotive businesses. Acquisitions, primarily in Automotive, but also in the Industrial and Electrical/Electronic businesses, contributed 7% to our total sales growth and increased sales volume accounted forand an approximate 0.5% negative impact of currency translation. Additionally, the remaining 1%Company experienced overall product deflation of approximately 0.3%. The impact of product inflationinflation/deflation varied by business again in 2013 and, cumulatively,2016, as prices were flatdown 0.7% in the Automotive segment, up approximately 1%0.4% in the Industrial and Electrical/Electronic segments andsegment, up approximately 0.5%0.3% in the Office segment and down approximately 1.2% in the Electrical/Electronic segment. The Company, with its global growth initiatives and measures to control rising costs and manage assets, is well positioned to improve sales in 2014.20122015 totaled $13.0$15.3 billion, down slightly from 2014. 2015 net sales included a 4.5%1.5% increase from 2011 and driven by sales increases in three of our four business segments. Acquisitions in our Automotive and Electrical businesses contributed 2% to our sales growth and increased sales volume added approximately 2% to sales.and a 1% contribution from acquisitions, offset by an approximate 3% negative impact of currency translation. The impact of product inflationinflation/deflation varied by business as,in 2015 and, cumulatively, prices in 2012 were flatdown 0.2% in the Automotive segment, up approximately 2%0.9% in the Industrial segment, flatup approximately 0.6% in the Office segment and down approximately 1.7% in the Electrical/Electronic segment and up approximately 3% in the Office segment.$7.5$8.1 billion in 2013, an2016, a 1% increase of 18.5% from 2012.2015. The increase in sales for the year was primarily due to the April 1, 2013 acquisitionconsists of GPC Asia Pacific, formerly Exego, and the May 1, 2012 acquisition of Quaker City Motor Parts Co. (“Quaker City”). Combined, these acquisitions contributed approximately 15% to sales. Additionally, Automotive achieved a positivean approximate 1% comparable store sales increase of approximately 4%, offset slightly by the 0.5%and a 1% contribution from acquisitions, less an approximate 1% negative impact of currency translation associated with our Canadian business.automotive businesses in Canada, Australasia and Mexico. Automotive sales were not materiallynegatively impacted by product inflation ordeflation of 0.7%, which is included in the effect of currency associated with our Mexican businesses.comparable sales increase. In 2013,2016, total Automotive revenues were up 3%2% in the first quarter, then up 22%down 1% in the second andquarter, up 1.5% in the third quartersquarter and up 25%2% in the fourth quarter. We believe that the17Index to Financial Statementsagingnumber and age of the vehicle population as well as the positive increase in miles driven, remain solid and will servesupportive of sustaineditems in 2014. Based onitems. We expect these fundamentals andas well as key sales initiatives to drive sales growth for the internal growth initiatives in our Automotive business we expect to grow our sales for this group again in 2014.$6.3$8.0 billion in 2012, an increase of 4%2015, a 1% decrease from 2011.2014. The increasedecrease in sales for the year was primarily due to the May 1, 2012 acquisitionconsists of Quaker City, which contributed approximately 3% to sales. Additionally, Automotive achieved a positive comparable storecore sales increase of slightly more than 1%.approximately 3.5% and a slight benefit from acquisitions. Combined, the approximate 4% growth was offset by a 5% negative impact of currency associated with our automotive businesses in Canada, Australasia and Mexico. Automotive sales were not materially impacted by product inflation or the effect of currency associated with our Canadian and Mexican businesses.inflation. In 2012,2015, Automotive revenues were up 6%flat in the first quarter, then up 4% in theand second quarter, up 2.5%quarters and down 2% in the third quarter and up 5% in the fourth quarter.$4.4$4.6 billion in 2013,2016, basically unchanged from 2015. An approximate 2.6% decrease in sales volumes and a slight negative impact of currency translation associated with our Canadian and Mexican operations were partially offset by higher transaction values associated with 0.4% product inflation and approximately 2% in sales from acquisitions. Industrial revenues were down slightly compared2.5% in the first quarter of 2016, down 2% in the second quarter and down 1% in the third quarter. These quarterly declines were followed by a 4% sales increase in the fourth quarter. The sequential improvement in this group's sales performance correlates to 2012.the growing strength in the industrial economy, as evidenced by economic indicators such as Manufacturing Industrial Production and the Purchasing Managers Index. In addition, the energy sector, which had contracted throughout 2015 and the first half of 2016 began to stabilize over the last half of 2016. Looking ahead to 2017, we believe the Industrial business is well positioned for profitable growth.this businessIndustrial were down approximately 1%4% from the prior year, while higher transaction values associated with product inflation addeda 1% to sales in 2013. The slight positive impact on sales from acquisitions was offset by the slight negative impact of currency associated with our Canadian business.and Mexican operations also contributed to the decline in sales. These items were partially offset by higher transaction values associated with product inflation, which added an approximate 1% to sales, and 1% in sales from acquisitions. Industrial revenues were down 2%up 3% in the first quarter of 2013 ,2015, down 1%2% in the second quarter, down 2.5%4% in the third quarter and up 3%down 7.5% in the fourth quarter. We expect the recent acquisitions forThe manufacturing indices we track in this business segment,group progressively weakened throughout 2015, which correlates to lower demand among our customer base and, in particular, those customers dependent on exports as well as other internal growth initiativesthe oil and relatively stable manufacturing indicators, to provide us ample growth opportunities for our Industrial business in 2014.Net sales for Industrial, were $4.5 billion in 2012, an increase of 7% compared to 2011. The positive impact of Industrial’s internal sales initiatives, which drove higher sales volume, contributed 5% to sales. Higher transaction values in 2012 associated with product inflation added another 2% to sales. There was no material impact on sales from acquisitions and no effect of currency associated with our Canadian business. Industrial revenues were up 12% in the first quarter of 2012, up 8% in the second quarter, then up 4.5% and 2% in the third and fourth quarters, respectively.$1.6$2.0 billion in 2013,2016, an increase of 2% from 2015. The increase in sales reflects an approximate 7% contribution from acquisitions and a 3%0.3% increase in higher transaction values associated with price inflation. These items were offset by an approximate 6% decrease in sales from 2012. The industry-wide weaknessvolume. Sales were down 3% in office products consumption,the first quarter, up 1% in the second quarter, up 5% in the third quarter and up 4% in the fourth quarter of 2016. Overall, this growth was driven by our strategy to further diversify the ongoing elevated levels of white collar unemploymentOffice business in the large and growing Facilities, Breakroom and Safety Supplies (FBS) category. We expect this diversification strategy and the declining demandexecution of our core sales initiatives to drive this group's growth in 2017.paper and paper-based office products due to workplace digitization, continues to pressure this segment, and we do not expect any meaningful improvementOffice were $1.9 billion in these conditions2015, an increase of 7.5% from 2014. The increase in the near future. Overall,sales reflects an approximate 4% increase in sales volume, a 0.6% increase in Office declined by approximately 3.5% for the year, offset by the benefit of slightly higher transaction values associated with price inflation and a 3% contribution from acquisitions. These items were offset by an approximate 0.5% negative impact of 0.5%.currency associated with our Canadian operations. In 2015, Office experienced relatively stable industry conditions, as evidenced by the steady growth in new jobs throughout the year. These conditions combined with new business from a primary customer, which anniversaried on July 1, 2015, served to drive the increase in sales volume for the year. Sales decreased by 1%were up 17% in the first quarter, up 14% in the second quarter, up 3% in the secondthird quarter and third quarters and 4%down 2% in the fourth quarter of 2013. Our focus in 2014 will be on market share initiatives, product line extensions and further diversification of our product and customer portfolios.Net sales for Office were $1.7 billion in 2012, flat with revenues in 2011. Overall, sales volume in Office declined by 3% for the year, offset by higher transaction values associated with price inflation of approximately 3%. Sales decreased by 1% in the first, second and third quarters, and were up 3% in the fourth quarter of 2012.decreased to $569were $716 million in 2013, down 2%2016, a decrease of 5% from 2012.2015. The decrease in revenues is attributable to several factors, assales consists of an approximate 4% decline in sales volume, was down by 5%a 1.2% decrease from lower transaction values associated with price deflation and a 0.5% negative sales impact of copper pricing negatively impacted sales by 1% relative to 2012.pricing. These items were partially offset by a 3% positive salesan approximate 1% contribution from acquisitions and the benefit of higher transaction values associated with 1% price inflation for the year.acquisitions. Sales for Electrical/Electronic decreased by 3% in the first quarter, 5% in the second quarter, 9% in the third quarter and were unchanged in the fourth quarter, relative to the prior year periods. The manufacturing segment of the economy was relatively weak in 2016, which pressured demand across the markets served by this business. As discussed earlier, however, these conditions improved in the fourth quarter of the year and we expect further improvement in 2017, which bodes well for the future growth at EIS.and 5%2% in the third quarter and were up 6%unchanged in the fourth quarter. Despitequarter, relative to the slow market conditions for this segment in 2013, we expect the Electrical/Electronic business to benefit from its internal growth initiatives, a gradually improving manufacturing environment and the incremental revenue from their recently completed acquisitions in the periods ahead.18prior year periods.
Net sales for Electrical/Electronic increased to $583 million in 2012, up 4.5% from 2011. The increase in revenues is due primarily to acquisitions, which contributed approximately 8% to our sales growth in 2012. A 2.5% decrease in sales volume and a 1% negative impact from copper pricing for the year served to offset this increase. Sales for Electrical/Electronic increased by 5% in the first quarter, and were up 9% in the second quarter, up 5% in the third quarter and were down 2% in the fourth quarter.Costcost of goods sold the actual cost of merchandise, which represents the vast majority of this line item. Other costsitems in Costcost of goods sold include warranty costs and in-bound freight from the supplier,suppliers, net of any vendor allowances and incentives. Cost of goods sold was $9.9 billion, $9.2 billion and $8.9$10.74 billion in 2013, 20122016, $10.72 billion in 2015 and 2011, respectively. The 7% increase$10.75 billion in cost2014. Cost of goods sold in 20132016 and 2015 changed from 2012 is directlythe prior year periods in accordance with the related to thepercentage change in sales increase for the same period, asperiods. For these periods, total product inflation or deflation was relatively insignificant and actual costs were relatively unchanged from the prior year. Cost of goods sold represented 70.0% of net sales in 2013, 71.0 %2016, 70.2% of net sales in 20122015 and 71.1%70.1% of net sales in 2011. The 100 basis point decrease in cost of goods sold2014 and, as a percent of net sales, decreased slightly in 2013 primarily reflects the positive gross margin impact of the 100% company owned store model at GPC Asia Pacific. Other changes2016 from 2015, while increasing slightly in cost of goods sold, including the slight decrease in 20122015 from 2011, reflect our gross margin initiatives to enhance our pricing strategies, promote2014.sell higher margin products and minimize material acquisition costs.In 2013,2014, the Industrial Electrical/Electronic and Office business segments experienced slight vendor price increases. In 2012, only2014, the Industrial and OfficeElectrical/Electronic business segmentsalso experienced a slight vendor price increases. In 2011, all four of our business segments experienced vendor price increases.increase. In any year where we experience price increases, we are able to work with our customers to pass most of these along to them.Selling,selling, administrative and other expenses (“SG&A”), all personnel and personnel relatedpersonnel-related costs at its headquarters, distribution centers, stores and stores,branches, which accounts for approximately 65% of total SG&A. Additional costs in SG&A include our facilities, delivery, marketing, advertising, technology, legal and professional costs.$371$93 million or approximately 14%3% from 2015. This represents 22.0% of net sales compared to $3.0 billion in 2013, representing 21.4% of net sales which compares to 20.4%in 2015. The increase in SG&A expenses from the prior year reflect the year one costs associated with our 19 acquisitions, as well as the impact of net sales in 2012. Primarily, thehigher cost, and higher gross margin, models at select acquisitions. The increase in SG&A expenses as a percentage of net sales from the prior year isreflect the loss of leverage due to the 100% company owned store model at GPC Asia Pacific, which serves to increase both gross profit and SG&A expenses. Additionally, we experienced decreased expense leverage in 2013 associated with the weaknegative comparable sales environment in our non-automotive businesses throughout the year. These items were partiallyU.S. Automotive, Industrial, Office and Electrical/Electronic businesses. To offset by a $54 million one-time gain, net of other expense adjustments, recorded to SG&A in the second quarter of 2013 as a purchase accounting adjustment associated with the April 1, 2013 acquisition of GPC Asia Pacific. Our management teams remainthese increases, we implemented enhanced cost control measures and are intensely focused on properly managingassessing the Company’s expenses and continuing to assess the appropriateoptimal cost structure in our businesses. Depreciation and amortization expense was $134$147 million in 2013,2016, an increase of $36approximately $6 million or 36%4% from 2012. This increase primarily relates to the depreciation for higher levels of capital expenditures and the amortization associated with acquisitions during the year.2015. The provision for doubtful accounts was $9$12 million in 2013, an increase2016, a decrease of $1 million from $8 million in 2012.2015. We believe the Company is adequately reserved for bad debts at December 31, 2013.increasedof $3.28 billion in 2015 decreased by $54$37 million or approximately 2% to $2.6 billion in 2012, representing 20.4%1% from 2014. This represents 21.4% of net sales, and down from 20.8%compares favorably to 21.6% of net sales in 2011.2014. The decrease in SG&A expenses as a percentage of net sales improved from the prior year due to slightly greater expense leverage associated withreflect the positive impact of our sales growth, combined with management’s ongoing cost control measures in areas such as personnel, freight, fleet and logistics. Excluding acquisitions,our management teams' focus on properly managing the Company’s headcount at December 31, 2012 decreased by approximately 1% from 2011. These expense initiatives have served to further improve the Company’s cost structure.expenses. Depreciation and amortization expense was $98$142 million in 2012, an increase2015, a decrease of $9approximately $6 million or 11%4% from 2011. This increase primarily relates to the amortization associated with acquisitions during the year.2014. The provision for doubtful accounts was $8$12 million in 2012, down $5 million or 40%2015, up from $13$7 million in 2011.19Index to Financial Statements2013, 20122016, 2015 and 20112014 was $12.6$19.7 million, $10.7$17.7 million and $7.5$16.2 million, respectively. Refer to Note 5 of the Consolidated Financial Statements for further information regarding share-based compensation.$27$21 million in 2013, $202016, $22 million in 20122015 and $27$25 million in 2011.2014. The $7$1 million increasedecrease in interest expense in 2013 is due to higher debt levels incurred for2016 reflects the GPC Asia Pacific acquisition. In November 2013, the Company renewed certain debt at amore favorable interest rate and although the renewal did not materially reduce interest expense in 2013, the new interest rate will save approximately $4 million in annual interest expense beginning in 2014. In 2012, the Company benefited from an improved interest rate on certain debt, which was renewed in November 2016. This was partially offset by new long-term debt, effective November 2011, which reducedcommenced in July 2016. The $3 million decrease in interest expense by $7 million fromin 2015 reflects the prior year.20132016 was $13$26 million, a decrease of $3$5 million increase from 2012.the prior year due to higher interest income earned in 2016 relative to 2015. These items had increased to $16were $21 million in 2012, up approximately $82015, an increase from $19 million in 2014. The $2 million increase from 2011. This increase reflects the Company’s equityprior year was due to higher interest income recordedearned in 2012 for its 30% investment interest in GPC Asia Pacific.$1.0$1.1 billion in 2013, an increase of 2.5%2016, down 4% from 2012.2015. As a percentage of net sales, income before income taxes was 7.0% in 2016 compared to 7.4% in 2013 compared to 7.8% in 2012.2015. In 2012,2015, income before income taxes of $1.0$1.1 billion was up 14%slightly from $891 million in 20112014 and as a percentage of net sales was 7.8%, an increase from 7.1%7.4% compared to 7.3% in 2011.steady with the prior year at 8.6%. The changesprimary factor in gross profit and operating costs as a percentage of net sales, which related primarily to the acquisition of GPC Asia Pacific, were relatively neutral toAutomotive's decline in operating profit during the year. Looking forward, Automotive’splanned initiatives to grow sales,increased to 8.6%of 9.1% in 20122015 was up from 7.7%8.7% in 2011.2014. The improvementchange in gross margin and operating costs as a percentage of net sales positively impacted operating profit during the year.2012 is attributedthis group primarily to effective cost controlsreflects improved gross margins and cost reductions implementedsavings associated with initiatives to consolidate locations during 2016. These savings were partially offset by continued pressure on operating expenses associated with the decrease in comparable sales for the year. A slight increaseIndustrial implemented multiple initiatives to overcome the challenging sales environment and is well positioned to improve their operating margin in gross margin also positively impacted the operating margin.Industrial Group7.2%7.3% in 20132015 from 7.9%7.8% in 2012. The decrease2014, as the decline in operating marginsales for the year resulted in 2013 is due to the combination oflower volume incentives, which pressured gross margins, and reduced expense leverage associated with the slight decrease in sales relative to the prior yearyear.declinedeleveraging of expenses due to comparable sales declines in volume incentivesthis group's core office supplies business. Office enters 2017 intensely focused on its initiatives to further diversify its business and drive sales growth, while also driving cost savings.effective cost control measures. Industrial has made several recent acquisitions which will positively impact this segment and will continue to focus on its many sales initiatives and cost controls to further improve its operating margin in the years ahead.Industrial’s operating margin decreased to 7.9% in 2012 from 8.1% in 2011. The decrease in operating margin in 2012 is due to the combination of reduced expense leverage associated with slower sales growth relative to the prior year and the decline in volume incentives for the year. These items were partially offset by effective cost control measures.Office GroupOffice’s operating margin decreased to 7.5% in 2013 from 8.0% in 2012, primarily related to the reduced expense leverage associated with the decrease in sales for this segment relative to 2012. Previously, the operating margin at Office was relatively steady over the last few years, at 8.0% in 2012 and 7.9% in 2011. In each of these20Index to Financial Statementsperiods, the cost savings measures in the Office segment were somewhat offset by the ongoing gross margin pressures associated with the slow demand for office products across the industry. Officeinitiatives to consolidate locations during 2016. Electrical/Electronic will continue to focus on its sales initiatives and cost controls to further improve its operating margin in the years ahead.Electrical/Electronic GroupElectrical/Electronic’s operating margin decreased to 8.4% in 2013 from 8.7% in 2012. The slight decline in operating margin is primarily due loss of expense leverage associated with the sales decrease for this segment in 2013 relative to 2012. Electrical/Electronic will continue to focus on its sales initiatives and cost controls to improve its operating margin in the years ahead.8.7%9.3% in 20122015 from 7.3%8.8% in 2011. The increase in operating margin in 2012 is2014, primarily due to the positive impact of higher margin acquisitions, declining copper prices and effective cost management as well as an improved gross margin. The improvement in gross margin reflects several factors, including higher margin business associated with recent acquisitions, and the decrease in copper prices during the year, which generally do not affect profit dollars, but positively impact margins, as the standard industry practice is to bill copper to the customer at cost.34.4%36.0% in 2013 was down2016 decreased from 36.4%37.2% in 2012.2015. The decrease in rate primarily reflects the favorable impactCompany's lower mix of U.S. earnings in 2016, which is taxed at a lower Australian taxhigher rate appliedrelative to our foreign operations. Additionally, the pre-tax earnings of GPC Asia Pacific, as well as themore favorable tax rate applied to the one-time acquisition gain recorded in the second quarter of 2013. The income tax rate of 36.4% in 2012 was down slightly from 36.6% in 2011, primarily due to the favorable impact of a retirement asset valuation adjustment in 20122016 relative to 2011.$685$687 million in 2013, an increase2016, a decrease of 6%3% from $648$706 million in 2012.2015. On a per share diluted basis, net income was $4.40$4.59 in 20132016, down 1% compared to $4.14$4.63 in 2012, up 6%.2015. Net income in 2013 was 4.9% of net sales compared to 5.0%4.5% of net sales in 2012.In connection with the acquisition2016 compared to 4.6% of GPC Asia Pacific, the Company recorded one-time positive purchase accounting adjustments of $33 million or $0.21 per diluted sharenet sales in 2013.$648$706 million in 2012, an increase2015, a decrease of 15%1% from $565$711 million in 2011.2014. On a per share diluted basis, net income was $4.14$4.63 in 20122015, up slightly compared to $3.58$4.61 in 2011, up 16%.2014. Net income in 2012 was 5.0% of net sales compared to 4.5%4.6% of net sales in 2011.In December 2012, the Company’s U.S. Defined Benefit Plan was amended to reflect a hard freeze aseach of December 31, 2013. The Company recorded a one-time noncash curtailment gain of $23.5 million or $0.10 per diluted share in the fourth quarter of 2012 in connection with this amendment.$197$243 million at December 31, 2013 reflects a decrease of 51% compared2016 compares to our cash balance of $403$212 million at December 31, 2012. In 2013, record levels of cash from operations provided by the increase in net income and ongoing working capital management was offset by approximately $712 million used for the acquisition of businesses and other investing activities.2015, as discussed further below. The Company’s accounts receivable balance at December 31, 20132016 increased by approximately 12%6% from the prior year, which is less thanyear. This compares to the Company’s 13%3% sales increase for the fourth quarter of 2013.2016, and we are satisfied with the quality and collectability of our accounts receivable. Inventory at December 31, 2013 was up2016 increased by13%7% from December 31, 2012, which is2015, primarily attributabledue to acquisitions. Excluding acquisitions, inventory was up by approximately 1% from the prior year. Accountsand accounts payable increased $588$260 million or approximately 35%9% from December 31, 20122015 due primarily to improved payment terms with certain suppliers and the impact of the GPC Asia Pacific acquisition. Goodwill and other intangible assets increased by $492 million and $300, respectively, from December 31, 2012 due to the Company’s acquisitions during the year, primarily GPC Asia Pacific. The change in our December 31, 2013 balances for deferred tax assets, down $182 million, and pension21suppliers.
Index to Financial Statementsand other post-retirement benefits liabilities, down $433 million, from December 31, 2012, is primarily due to a change in funded status of the Company’s pension plans in 2013. Finally, the change in our December 31, 2013 balance for other assets, down $241 million or 38%, is primarily due to the purchase of the remaining 70% interest in GPC Asia Pacific in 2013. Previously, the Company accounted for the 30% investment under the equity method of accounting, which was included in other assets in 2012.$765$875 million of total debt outstanding at December 31, 2013,2016, of which $50 million matures in July 2021, $250 million matures in December 2023 and $250 million matures in November 2016 and $250 million matures in December 2023.2026. In addition, the Company entered into a Syndicated Facility Agreement (the “Syndicated Facility”) for $850 million in September 2012, which replaced the $350 millionhas an unsecured revolving line of credit that was scheduled to mature in December 2012. $265with a consortium of financial institutions for $1.2 billion, of which approximately $325 million wasand $125 million were outstanding under the Syndicated Facility or line of credit at December 31, 20132016 and no amount was outstanding at December 31, 2012.2015, respectively. Currently, we believe that our cash on hand and available short-term and long-term sources of capital are sufficient to fund the Company’s operations, including working capital requirements, scheduled debt payments, interest payments, capital expenditures, benefit plan contributions, income tax obligations, dividends, share repurchases and contemplated acquisitions.1.61.4 to 1 at December 31, 20132016 and this compares to 1.9 to 1 at December 31, 2012. Our2015, and our liquidity position remains solid. The Company’s total debt outstanding at December 31, 2013 is up $2652016 increased by $250 million or 53%40% from December 31, 2012 and2015, due primarily relates to the incremental borrowings utilized for the GPC Asia Pacific acquisition. Year Ended December 31, Percent Change 2013 2012 2011 2013 vs. 2012 2012 vs. 2011 (In thousands) $ 1,056,731 $ 906,438 $ 624,927 17 % 45 % (825,579 ) (651,867 ) (231,497 ) 27 % 182 % (425,117 ) (378,834 ) (394,140 ) 12 % (4 )% Year Ended December 31, Percent Change Net Cash Provided by (Used in): 2016 2015 2014 2016 vs. 2015 2015 vs. 2014 (In thousands) Operating activities $ 946,078 $ 1,159,373 $ 790,145 (18 )% 47 % Investing activities (593,999 ) (263,627 ) (386,715 ) 125 % (32 )% Financing activities (322,406 ) (806,074 ) (455,440 ) (60 )% 77 % 20132016 net cash provided by operating activities totaled $1.1 billion.$946 million. This reflects a 17% increasean 18% decrease from 20122015, as collectively, trade accounts receivable, merchandise inventories and trade accounts payable net to a $278 million source of cashthe collective change in 2013 compared to a $208 million source of cash in 2012. Additionally, net income and depreciation and amortization in 2013 increased by $37 million and $36 million, respectively, from 2012. Net cash provided by operating activities was $906 million in 2012, a 45% increase from 2011, as, collectively, trade accounts receivable, merchandise inventories and trade accounts payable represented a $208$123 million source of cash in 20122016 compared to a $19$312 million source of cash in 2015. Net cash provided by operating activities was $1.2 billion in 2015, a 47% increase from 2014 due primarily to the change in trade accounts receivable, merchandise inventories and trade accounts payable, which, collectively, net to a $312 million source of cash in 2015 compared to a $34 million use of cash in 2011. Additionally, net income in 2012 increased by $83 million.$826$594 million in 20132016 compared to $652$264 million in 2012, an increase2015, a 125% increase. Cash used for acquisitions of 27%businesses and other investing activities in 2016 was $462 million, or $299 million more than in 2015. Capital expenditures of $161 million in 2016 were $51 million more than in 2015, which was at the high end of our original estimate of $140 to $160 million for the year. We estimate that cash used for capital expenditures in 2017 will be approximately $145 to $165 million. Net cash flow used in investing activities was $264 million in 2015 compared to $387 million in 2014, a decrease of 32%. Cash used for acquisitions of businesses and other investing activities in 20132015 was $712$163 million, as previously discussed, or $154$125 million greaterless than in 2012.2014. Capital expenditures of $124$110 million in 2013 increased by $22 million or 22%2015 were relatively unchanged from 2012, but2014, and were withinslightly lower than our original estimate of $115$125 to $135$145 million and we estimate that cash used for capital expenditures in 2014 will be approximately $140 to $160 million. Net cash flow used in investing activities was $652 million in 2012 compared to $231 million in 2011, an increase of 182%.22Index to Financial StatementsCash used for acquisitions of businesses and other investing activities in 2012 was $558 million, as previously discussed, or $421 million greater than in 2011. Capital expenditures of $102 million in 2012 were relatively consistent with 2011.$425$322 million of cash in financing activities in 2013, up 12%2016, down 60% from the $379$806 million used in financing activities in 2012.2015. Cash used in financing activities in 20122015 was down $15 million or 4%up 77% from the $394$455 million used in 2011.2014. For the three years presented, net cash used in financing activities was primarily for dividends paid to shareholders and repurchases of the Company’s common stock. The Company paid dividends to shareholders of $326$387 million, $301$368 million and $276$347 million during 2013, 20122016, 2015 and 2011,2014, respectively. The Company expects this trend of increasing dividends to continue in the foreseeable future. During 2013, 20122016, 2015 and 2011,2014, the Company repurchased $121$181 million, $82$292 million and $122$96 million, respectively, of the Company’s common stock. We expect to remain active in our share repurchase program, but the amount and value of shares repurchased will vary.an $850 milliona $1.2 billion unsecured revolving line of credit with a consortium of financial institutions, which matures in September 2017June 2021 with an optional one year extension and bears interest at LIBOR plus a margin, which is based on the Company’s leverage ratio (0.92%(1.52% at December 31, 2013)2016). The Company also has the option under this agreement to increase its borrowing an additional $350 million, as well as an option to decrease the borrowing capacity or terminate the Syndicated Facilityfacility with appropriate notice. At December 31, 2013,2016 and 2015, approximately $265$325 million was outstanding under this line of credit. No amountsand $125 million were outstanding under this line of credit, at December 31, 2012.respectively. Due to the workers’ compensation and insurance reserve requirements in certain states, the Company also had unused letters of credit of approximately $62$65 million and $61$63 million outstanding at December 31, 20132016 and 2012,2015, respectively.2013,2016, the Company had unsecured Senior Notes outstanding under financing arrangementsarrangement as follows: $250$50 million series D and EG senior unsecured notes, 3.35%2.39% fixed, due 2016; and2021; $250 million series F senior unsecured notes, 2.99% fixed, due 2023.2023; and $250 million series H senior unsecured notes, 2.99% fixed, due 2026. These borrowings contain covenants related to a maximum debt-to-capitalization ratio and certain limitations on additional borrowings. At December 31, 2013,2016, the Company was in compliance with all such covenants. The weighted average interest rate on the Company’s total outstanding borrowings was approximately 2.82%2.39% at December 31, 20132016 and 4.01%2.76% at December 31, 2012.2015. Total interest expense, net of interest income, for all borrowings was $24.3$19.5 million, $19.6$20.4 million and $24.6$24.2 million in 2013, 20122016, 2015 and 2011,2014, respectively.2013: Payment Due by Period Total Less Than
1 Year 1-3 Years 3-5 Years Over
5 Years (In thousands) $ 863,212 $ 280,508 $ 281,002 $ 14,950 $ 286,752 728,600 191,400 261,300 126,400 149,500 $ 1,591,812 $ 471,908 $ 542,302 $ 141,350 $ 436,252 Payment Due by Period Total 1-3 Years 3-5 Years (In thousands) Credit facilities $ 1,006,300 $ 341,100 $ 32,300 $ 81,800 $ 551,100 Operating leases 865,000 232,300 315,000 145,200 172,500 Total contractual cash obligations $ 1,871,300 $ 573,400 $ 347,300 $ 227,000 $ 723,600 2013,2016, the Company is unable to make reasonably reliable estimates of the period of23Index to Financial Statements$60$17 million of unrecognized tax benefits have been excluded from the contractual obligations table above. Refer to Note 6 of the Consolidated Financial Statements for a discussion on income taxes.2013: Total Amounts
Committed Amount of Commitment Expiration per Period Less Than
1 Year 1-3 Years 3-5 Years Over
5 Years (In thousands) $ — $ — $ — $ — $ — 61,617 61,617 — — — 258,703 92,190 165,251 1,262 — $ 320,320 $ 153,807 $ 165,251 $ 1,262 $ — Amount of Commitment Expiration per Period 1-3 Years 3-5 Years (In thousands) Line of credit $ — $ — $ — $ — $ — Standby letters of credit 64,930 64,930 — — — Guaranteed borrowings of independents and affiliates 431,286 126,877 179,225 125,184 — Total commercial commitments $ 496,216 $ 191,807 $ 179,225 $ 125,184 $ — 20132016 were $74$54 million. We expect to make a $51$48 million in cash contributioncontributions to our qualified defined benefit plans in 2014,2017, and contributions required for 20142017 and future years will depend on a number of unpredictable factors including the market performance of the plans’ assets and future changes in interest rates that affect the actuarial measurement of the plans’ obligations.2013,2016, the Company repurchased approximately 1.52.0 million shares and the Company had remaining authority to purchase approximately 10.74.3 million shares at December 31, 2013.24Index to Financial Statementsloss provisions related thereto. Historically, these loss provisionslosses have not been significant as the vast majority of the Company’s inventories are not highly susceptible to obsolescence and are eligible for return under various vendor return programs. While the Company has no reason to believe its inventory return privileges will be discontinued in the future, its risk of loss associated with obsolete or slow moving inventories would increase if such were to occur.2013, 20122016, 2015 and 2011,2014, the Company recorded provisions for doubtful accounts of $8.7approximately $11.5 million, $8.0$12.4 million, and $13.2$7.2 million, respectively.20142017 and beyond, there can be no assurance that vendors will continue to provide comparable amounts of incentives in the future or that we will be able to achieve the specified volumes necessary to take advantage of such incentives.pro-25Index to Financial Statementsvideprovide investment results that meet or exceed the pension plan’splans’ actuarially assumed long term raterates of return. The Company’s investment strategy with respect to pension plan assets is to generate a return in excess of the passive portfolio benchmark (49%(47% S&P 500 Index, 5% Russell Mid Cap Index, 8%7% Russell 2000 Index, 5% MSCI EAFE Index, 5% DJ Global Moderate Index, 3% MSCI Emerging Market Net, and 28% BarCap U.S. Govt/Credit).expense.income. We believe the most critical of these assumptions are the expected rate of return on plan assets and the discount rate. Other assumptions we make relate to employee demographic factors such as rate of compensation increases, mortality rates, retirement patterns and turnover rates.20142017 pension expense or income is 7.85%7.82% for the plans. The asset study forecasted expected rates of return for the approximate duration of the Company’s benefit obligations, using capital market data and historical relationships.5.10%4.26% at December 31, 2013.costincome for our defined benefit pension plans was $51.1$13.4 million, $26.8$5.8 million and $32.3$9.6 million for the years ended December 31, 2013, 20122016, 2015 and 2011,2014, respectively. The increase in pension cost in 2013 from 2012 was primarily due to the curtailment gain recorded in connectionincome associated with the 2012 amendment topension plans in 2016, 2015 and 2014 reflects the U.S. defined benefit pension plan. Such curtailment gain, netimpact of the change in assumptions for the rate of return on plan assets and discount rate, also accounts for the decrease in pension cost in 2012 from 2011. The 2012 amendment and related curtailment decreased benefit costs in 2012 and are discussed further below.hard freeze effective December 31, 2013. Refer to Note 7 of the Consolidated Financial Statements for more information regarding employee benefit plans.In December 2012, the Company’s U.S. defined benefit plan was amended20132016 and 2012: Three Months Ended March 31, June 30, Sept. 30, Dec. 31, (In thousands except per share data) $ 3,198,802 $ 3,675,997 $ 3,685,243 $ 3,517,801 921,748 1,105,108 1,100,923 1,092,141 144,389 216,357 173,746 150,467 .93 1.40 1.12 .98 .93 1.39 1.12 .97 $ 3,181,288 $ 3,337,836 $ 3,375,778 $ 3,118,966 919,111 972,286 976,036 910,658 146,255 168,618 172,943 160,225 .94 1.08 1.11 1.03 .93 1.08 1.11 1.03 26Index to Financial Statements Three Months Ended March 31, June 30, Sept. 30, Dec. 31, (In thousands except per share data) 2016 Net sales $ 3,718,267 $ 3,899,638 $ 3,941,743 $ 3,780,065 Gross profit 1,104,471 1,165,452 1,198,601 1,131,083 Net income 158,025 191,369 185,326 152,520 Earnings per share: Basic 1.06 1.28 1.24 1.03 Diluted 1.05 1.28 1.24 1.02 2015 Net sales $ 3,736,051 $ 3,940,401 $ 3,921,802 $ 3,681,790 Gross profit 1,112,819 1,178,330 1,169,225 1,095,478 Net income 161,010 195,373 188,016 161,273 Earnings per share: Basic 1.05 1.28 1.24 1.07 Diluted 1.05 1.28 1.24 1.07 inventorythe accrual of insurance reserves, customer sales returns and volume incentives earned, among others. Inventory adjustments (including adjustments for a majority of inventories that are valued under the last-in, first-out (“LIFO”)(LIFO) method), customer sales returns, and volume incentives earned, among others. Bad debts are accrued based on a percentage of sales, and volume incentives are estimated based upon cumulative and projected purchasing levels. Inventory adjustments are accrued on an interim basis and adjusted in the fourth quarter based on the annual book-to-physicalbook to physical inventory adjustment and LIFO valuation.valuation, which is performed each year-end. Reserves for bad debts, insurance and customer sales returns are estimated and accrued on an interim basis based upon historical experience. Volume incentives are estimated based upon cumulative and projected purchasing levels. The methodology and practices used in deriving estimates and assumptions for interim reporting typically result in adjustmentsmay change upon accuratefinal determination at year-end.year-end, and such changes may be significant. The effect of these adjustments in 20132016 and 20122015 was not significant.ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.and the Australian dollar, the functional currency of our Australasian operations and, to a lesser extent, the Mexican peso, the functional currency of our Mexican operations. Foreign currency exchange exposure, particularly in regard to the Canadian and Australian dollar and, to a lesser extent, the Mexican peso, negatively impacted our results for the year ended December 31, 2013.20132016 and 2012,2015, it was estimated that a 10% shift in exchange rates between those foreign functional currencies and the U.S. dollar would have impacted translated net sales by approximately $255$262 million and $176$252 million, respectively.ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.None.ITEM 9A.CONTROLS AND PROCEDURES.27Index to Financial Statements20132016 is set forth in a separate section of this report. See “Index to Consolidated Financial Statements and Financial Statement Schedules” beginning on page F-1.20132016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.ITEM 9B.OTHER INFORMATION.None.28IIIIII.ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.COMPANY.66, has been69, was appointed Executive Chairman in May 2016. Previously. Mr. Gallagher was Chief Executive Officer sincefrom August 2004 to April 2016 and has been Chairman of the Board since February 2005. Mr. Gallagher served as President of the Company from 1990 until January 2012 and Chief Operating Officer of the Company from 1990 until August 2004.57,60, was appointed Chief Executive Officer of the Company in May 2016. Mr. Donahue has been President of the Company since January 2012 and a director of the Company since April 2012, was appointed President of the Company in January 2012, and has2012. Previously, Mr. Donahue served as President of the Company’s U.S. Automotive Parts Group sincefrom July 2009.2009 to February 1, 2016. Mr. Donahue served as Executive Vice President of the Company from August 2007 until his appointment as President in 2012. Previously, Mr. Donahue was President and Chief Operating Officer of S.P. Richards Company from 2004 to 2007 and was Executive Vice President-Sales and Marketing in 2003, the year he joined the Company.50, was appointed53, has been Executive Vice President and Chief Financial Officer of the Company since March 2013, and also held the additional title of Corporate Secretary of the Company in March 2013.up to February 2015. Ms. Yancey was Senior Vice President — Finance and Corporate Secretary from 2005 until her appointment as Executive Vice President — Finance in November 2012. Previously, Ms. Yancey was named Vice President of the Company in 1999 and Corporate Secretary in 1995.R. Bruce ClaytonTimothy P. Breen, age 67, has been the Senior Vice President-Human Resources at the Company since November 2004. Previously, Mr. Clayton held the position of Vice President-Risk Management and Employee Services from June 2000 to November 2004.William J. Stevens, age 65, has been the56, was appointed President and Chief Executive Officer of Motion Industries since 1997. Previously,in November 2014. Mr. StevensBreen was President and Chief Operating Officer from 19942013 until his appointment as President and Chief Executive Officer. Previously, Mr. Breen was the Executive Vice President and Chief Operating Officer from 2012 to 1997. In 1993,2013. Mr. StevensBreen was the Senior Vice President of Motion’s U.S. Operations from 2011 to 2012 and was Senior Vice President and Group Executive from 2008 to 2011. Mr. Breen served as Vice President of Motion Industries from 2000 to 2008.President.President and Chief Operating Officer from 2013 until his appointment as President and Chief Operating Officer. Previously, Mr. Maher was the Executive Vice President from December 2009 to 2013. Mr. Maher served as Vice President of the U.S. Automotive Group's Midwest Division from 1998 to 2009.ITEM 11.EXECUTIVE COMPENSATION.“2013“2016 Grants of Plan-Based Awards”, “2013“2016 Outstanding Equity Awards at Fiscal Year-End”, “2013“2016 Option Exercises and Stock Vested”, “2013“2016 Pension Benefits”, “2013“2016 Nonqualified Deferred Compensation”, “Post Termination Payments and Benefits”, “Compensation, Nominating and Governance Committee Report”, “Compensation, Nominating and Governance Committee Interlocks and Insider Participation” and “Compensation of Directors” of the Proxy Statement and is incorporated herein by reference.2920132016 about the common stock that may be issued under all of the Company’s existing equity compensation plans: (a)
Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights(1) (b)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights (c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities
Reflected in Column (a)) 359,200 (2) $ 43.82 — 4,220,518 (3) $ 56.96 2,743,421 (5) 74,905 (4) n/a 925,095 4,654,623 — 3,668,516 Plan Category (a)
Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights(1) (b)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights (c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities
Reflected in Column (a)) Equity Compensation Plans Approved by Shareholders: 3,010,146 (2) $ 74.13 — 867,920 (3) $ 99.72 9,132,080 (5) Equity Compensation Plans Not Approved by Shareholders: 91,097 (4) n/a 908,903 Total 3,969,163 — 10,040,983 (1) Reflects the maximum number of shares issuable pursuant to the exercise or conversion of stock options, stock appreciation rights, restricted stock units and common stock equivalents. The actual number of shares issued upon exercise of stock appreciation rights is calculated based on the excess of fair market value of our common stock on date of exercise and the grant price of the stock appreciation rights. (2)Genuine Parts Company 1999 Long-Term Incentive Plan, as amended(3)(2)Genuine Parts Company 2006 Long-Term Incentive Plan (3) Genuine Parts Company 2015 Incentive Plan (4) Genuine Parts Company Director’sDirectors' Deferred Compensation Plan, as amended(5) All of these shares are available for issuance pursuant to grants of full-value stock awards. ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.3.4. Ratification of Selection of Independent Auditors” of the Proxy Statement and is incorporated herein by reference.30ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.subsidiariesSubsidiaries are included in this Annual Report on Form 10-K. See, also, the Index to Consolidated Financial Statements on Page F-1.20132016 and 20122013, 20122016, 2015 and 20112013, 20122016, 2015 and 20112013, 20122016, 2015 and 20112013subsidiaries,Subsidiaries, set forth immediately following the consolidated financialsfinancial statements of Genuine Parts Company and Subsidiaries, is filed pursuant to Item 15(c):inapplicable,not applicable, and therefore have been omitted.Exhibits.Exhibit 3.1 Amended and Restated Articles of Incorporation of the Company, as amended April 23, 2007. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 23, 2007.) Exhibit 3.2 By-Laws of the Company, as amended and restated November 18, 2013. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated November 18, 2013.) Exhibit 4.2 Specimen Common Stock Certificate. (Incorporated herein by reference from the Company’s Registration Statement on Form S-1, Registration No. 33-63874.) Exhibit 10.1* The Genuine Parts Company Tax-Deferred Savings Plan, effective January 1, 1993. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 3, 1995.) 31Exhibit 10.2* Amendment No. 1 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 1, 1996, effective June 1, 1996. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 7, 2005.) Exhibit 10.3* Genuine Parts Company Death Benefit Plan, effective July 15, 1997. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 10, 1998.)Exhibit 10.4* Amendment No. 2 to the Genuine Parts Company Tax-Deferred Savings Plan, dated April 19, 1999, effective April 19, 1999. (Incorporated herein by reference from the Company’s Annual Report on Form10-K, dated March 10, 2000.) Exhibit 10.5*The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August 19, 1996. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.)Exhibit 10.6*Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 10, 2000.)Exhibit 10.7*10.4* Amendment No. 3 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2001, effective July 1, 2001. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 7, 2002.) Exhibit 10.8*Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 21, 2003.)Exhibit 10.9*10.5* Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 5, 2003, effective June 5, 2003. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.) Exhibit 10.10*Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.)Exhibit 10.11*10.6* Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 28, 2005, effective January 1, 2006. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 3, 2006.) Exhibit 10.12*Amendment No. 2 to the Genuine Parts Company Death Benefit Plan, dated November 9, 2005, effective April 1, 2005. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 3, 2006.)Exhibit 10.13*Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 18, 2006.)Exhibit 10.14*Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 28, 2007.)Exhibit 10.15*Amendment No. 1 to the Genuine Parts Company Directors’ Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.)Exhibit 10.16*10.7* Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2007, effective January 1, 2008. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.) Exhibit 10.17*10.8* Amendment No. 27 to the Genuine Parts Company 2006 Long-Term IncentiveTax-Deferred Savings Plan, dated November 19, 2007,16, 2010, effective November 19, 2007.January 1, 2011. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.25, 2011.)32Index to Financial StatementsExhibit 10.18*10.9* Amendment No. 8 to the Genuine Parts Company Performance Restricted Stock Unit Award Agreement.Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.26, 2013.)Exhibit 10.19*10.10* The Genuine Parts Company Restricted Stock Unit Award Agreement.Original Deferred Compensation Plan, as amended and restated as of August 19, 1996. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.March 8, 2004.)Exhibit 10.20*10.11* Form of Amended and Restated Change in Control Agreement.Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.March 10, 2000.)Exhibit 10.21*10.12* Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 27, 2009.) Exhibit 10.22*Genuine Parts Company 2009 Annual Incentive Bonus Plan, dated March 31, 2009, effective January 1, 2009. (Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q dated May 7, 2009).Exhibit 10.23*10.13* Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated August 16, 2010, effective August 16, 2010. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 25, 2011.) Exhibit 10.24*10.14* Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated November 16, 2010, effective January 1, 2011. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 25, 2011.) Exhibit 10.25*Amendment No. 7 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 16, 2010, effective January 1, 2011. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 25, 2011.)Exhibit 10.26*Description of Director Compensation. (Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q, dated August 4, 2011.)Exhibit 10.27*Amendment No. 2 to the Genuine Parts Company Director’s Deferred Compensation Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.)Exhibit 10.28*Amendment No. 8 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.)Exhibit 10.29*10.15* Amendment No. 3 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated December 7, 2012, effective December 31, 2013. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.) Exhibit 10.16* Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.) Exhibit 10.30*10.17* Form of Amendment No. 1 to the Amended and Restated Change in Control Agreement.Genuine Parts Company Directors’ Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.)Exhibit 10.18* Amendment No. 2 to the Genuine Parts Company Director’s Deferred Compensation Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.) Exhibit 10.31*10.19*Description of Director Compensation. (Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q, dated May 7, 2014.) Exhibit 10.20* Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 21, 2003.) Exhibit 10.21* Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 18, 2006.) Exhibit 10.22* Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 28, 2007.) Exhibit 10.23* Amendment No. 2 to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 19, 2007, effective November 19, 2007. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.) Exhibit 10.24* Genuine Parts Company 2015 Incentive Plan, effective November 17, 2014. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 28, 2015.) Exhibit 10.25* Genuine Parts Company Performance Restricted Stock Unit Award Agreement. (Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q, dated May 7, 2014.) Exhibit 10.26* Genuine Parts Company Restricted Stock Unit Award Agreement. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.) Exhibit 10.27* Genuine Parts Company Stock Appreciation Rights Agreement. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.) Exhibit 10.28* Form of Executive Officer Change in Control Agreement. (Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated February 26, 2015) * Indicates management contracts and compensatory plans and arrangements. Exhibit 21 Subsidiaries of the Company. Exhibit 23 Consent of Independent Registered Public Accounting Firm. Exhibit 31.1 Certification signed by Chief Executive Officer pursuant to SEC Rule 13a-14(a). Exhibit 31.2 Certification signed by Chief Financial Officer pursuant to SEC Rule 13a-14(a). 33Index to Financial StatementsExhibit 32.1 Statement of Chief Executive Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). Exhibit 32.2 Statement of Chief Financial Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). Exhibit 101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 20132016 and 2012;2015; (ii) the Consolidated Statements of Income and Comprehensive Income for the Years ended December 31, 2013, 20122016, 2015 and 2011;2014; (iii) the Consolidated Statements of Equity for the Years ended December 31, 2013, 20122016, 2015 and 2011;2014; (iv) the Consolidated Statements of Cash Flows for Years ended December 31, 2013, 20122016, 2015 and 2011;2014; (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text; and (vi) Financial Statement Schedule II — Valuation and Qualifying Accounts.34/s/ Thomas C. GallagherPaul D. Donahue2/27/2017 2/27/14/s/ Carol B. Yancey 2/27/ 142017 Thomas C. GallagherPaul D. Donahue (Date) Carol B. Yancey (Date) ChairmanPresident and Chief Executive Officer Executive Vice President and Chief Financial and Accounting Officer 35/s/ Dr. Mary B. BullockPaul D. Donahue2/20/2017 2/17/14/s/ Paul D. DonahueCarol B. Yancey 2/ 17/1420/2017 Dr. Mary B. BullockPaul D. Donahue (Date) Paul D. DonahueCarol B. Yancey (Date) Director/s/ Jean Douville 2/17/14Executive Vice President and Chief Financial and Accounting Officer (Principal Financial and Accounting Officer) /s/ Thomas C. Gallagher 2/20/2017 /s/ Dr. Mary B. Bullock 2/ 17/1420/2017 Jean DouvilleThomas C. Gallagher (Date) Thomas C. GallagherDr. Mary B. Bullock (Date) DirectorChairman and Chief Executive Officer (Principal Executive Officer)/s/ George C. GuynnChairman 2/17/14Director /s/ John R. Holder 2/17/14 George C. Guynn 2/20/2017 /s/ Gary P. Fayard 2/20/2017 Elizabeth W. Camp (Date) John R. HolderGary P. Fayard (Date) Director /s/ John D. Johns /s/ John R. Holder 2/ 17/1420/2017 /s/ Michael M. E. JohnsDonna W. Hyland 2/ 17/1420/2017 D. JohnsR. Holder (Date) Michael M. E. JohnsDonna W. Hyland (Date) Director /s/ John D. Johns 2/20/2017 /s/ Robert C. Loudermilk, Jr. 2/ 17/14/s/ Wendy B. Needham2/17/1420/2017 Robert C. Loudermilk, Jr.John D. Johns (Date) Wendy B. NeedhamRobert C. Loudermilk, Jr. (Date) Director /s/ Wendy B. Needham 2/20/2017 /s/ Jerry W. Nix 2/ 17/14/s/ Gary W. Rollins2/17/1420/2017 Jerry W. NixWendy B. Needham (Date) GaryJerry W. RollinsNix (Date) Director /s/ Gary W. Rollins 2/20/2017 /s/ E. Jenner Wood, III 2/20/2017 Gary W. Rollins (Date) E. Jenner Wood, III (Date) Director Director 36 Page F-12013, 20122016, 2015, and 2011.2014. The opinion of Ernst & Young LLP, the Company’s independent registered public accounting firm, on those consolidated financial statements is included herein. The primary responsibility for the integrity of the financial information included in this annual report rests with management. Such information was prepared in accordance with generally accepted accounting principles appropriate in the circumstances based on our best estimates and judgments and giving due consideration to materiality.subsidiariesSubsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s management did not include the internal controls of GPC Asia Pacific, which was acquired on April 1, 2013, and is included in the Company’s 2013 consolidated balance sheet.2013.2013,2016, the Company’s internal control over financial reporting was effective.2013.2016. This report appears on page F-3./s/ Carol B. Yancey Executive Vice President and Chief Financial Officer 2014F-22017
2013,2016, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework)(2013 framework) (the COSO criteria). Genuine Parts Company and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Overover Financial Reporting section of the accompanying Report of Management. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of GPC Asia Pacific, which is included in the 2013 consolidated financial statements of Genuine Parts Company and constituted approximately 16% of total assets and approximately 23% of net assets, as of December 31, 2013 and constituted 6% of revenues and less than 1% of net income for the year then ended. Our audit of internal control over financial reporting of Genuine Parts Company also did not include an evaluation of the internal control over the financial reporting of this entity.2013,2016, based on the COSO criteria.20132016 and 2012,2015, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 20132016 of Genuine Parts Company and Subsidiaries and our report dated February 27, 20142017 expressed an unqualified opinion thereon.2014F-32017
20132016 and 2012,2015, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013.2016. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.20132016 and 2012,2015, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2013,2016 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.2013,2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework)(2013 framework) and our report dated February 27, 20142017 expressed an unqualified opinion thereon.2014F-42017
December 31 2013 2012 $ 196,893 $ 403,095 1,664,819 1,490,028 2,946,021 2,602,560 413,758 324,448 5,221,491 4,820,131 789,971 298,040 499,385 199,799 97,555 279,463 401,834 643,263 87,658 88,710 281,408 266,694
2012 — $522,136) 300,995 210,961 670,061 566,365 $ 7,680,297 $ 6,807,061 $ 2,269,671 $ 1,681,900 264,658 250,000 145,052 115,348 411,680 359,395 82,746 76,641 9,237 4,354 3,183,044 2,487,638 500,000 250,000 140,171 572,988 83,316 — 414,998 488,256 — — 153,773 154,841 14,935 — (397,655 ) (501,492 ) 3,578,021 3,344,538 3,349,074 2,997,887 9,694 10,292 3,358,768 3,008,179 $ 7,680,297 $ 6,807,061 December 31 2016 2015 Assets Current assets: Cash and cash equivalents $ 242,879 $ 211,631 Trade accounts receivable, net 1,938,562 1,822,419 Merchandise inventories, net 3,210,320 2,999,966 Prepaid expenses and other current assets 556,670 521,300 Total current assets 5,948,431 5,555,316 Goodwill 956,153 840,582 Other intangible assets, less accumulated amortization 618,510 521,213 Deferred tax assets 132,652 118,525 Other assets 475,530 460,918 Property, plant, and equipment: Land 92,046 85,450 Buildings, less accumulated depreciation (2016 — $292,049; 2015 — $282,804) 314,268 267,446 321,810 295,321 Net property, plant, and equipment 728,124 648,217 $ 8,859,400 $ 8,144,771 Liabilities and equity Current liabilities: Trade accounts payable $ 3,081,111 $ 2,821,526 Current portion of debt 325,000 375,000 Accrued compensation 142,942 148,265 Other current liabilities 597,513 503,268 Dividends payable 97,584 92,595 Total current liabilities 4,244,150 3,940,654 Long-term debt 550,000 250,000 Pension and other post-retirement benefit liabilities 341,510 284,235 Deferred tax liabilities 48,326 50,684 Other long-term liabilities 468,058 459,956 Equity: Preferred stock, par value $1 per share — authorized 10,000,000 shares; none issued — — Common stock, par value $1 per share — authorized 450,000,000 shares; issued and outstanding 148,410,422 shares in 2016 and 150,081,474 shares in 2015 148,410 150,081 Additional paid-in capital 56,605 41,353 Accumulated other comprehensive loss (1,013,021 ) (930,618 ) Retained earnings 4,001,734 3,885,751 Total parent equity 3,193,728 3,146,567 Noncontrolling interests in subsidiaries 13,628 12,675 Total equity 3,207,356 3,159,242 $ 8,859,400 $ 8,144,771 F-5 Year Ended December 31 2013 2012 2011 (In Thousands, Except per Share Amounts) $ 14,077,843 $ 13,013,868 $ 12,458,877 9,857,923 9,235,777 8,852,837 4,219,920 3,778,091 3,606,040 3,019,036 2,648,430 2,594,372 133,957 98,383 88,936 8,691 8,047 13,248 3,161,684 2,754,860 2,696,556 26,971 20,482 27,036 (13,039 ) (16,183 ) (8,358 ) 13,932 4,299 18,678 1,044,304 1,018,932 890,806 359,345 370,891 325,690 $ 684,959 $ 648,041 $ 565,116 $ 4.43 $ 4.17 $ 3.61 $ 4.40 $ 4.14 $ 3.58 154,636 155,413 156,656 1,078 1,007 1,004 155,714 156,420 157,660 $ 684,959 $ 648,041 $ 565,116 (168,703 ) 23,846 (22,017 ) 272,540 (43,300 ) (161,669 ) 103,837 (19,454 ) (183,686 ) $ 788,796 $ 628,587 $ 381,430 Year Ended December 31 2016 2015 2014 (In Thousands, Except per Share Amounts) Net sales $ 15,339,713 $ 15,280,044 $ 15,341,647 Cost of goods sold 10,740,106 10,724,192 10,747,886 Gross margin 4,599,607 4,555,852 4,593,761 Operating expenses: Selling, administrative, and other expenses 3,370,833 3,277,390 3,314,030 Depreciation and amortization 147,487 141,675 148,313 Provision for doubtful accounts 11,515 12,373 7,192 Total operating expenses 3,529,835 3,431,438 3,469,535 Non-operating (income) expenses: Interest expense 21,084 21,662 25,088 Other (25,652 ) (20,929 ) (18,601 ) Total non-operating (income) expenses (4,568 ) 733 6,487 Income before income taxes 1,074,340 1,123,681 1,117,739 Income taxes 387,100 418,009 406,453 Net income $ 687,240 $ 705,672 $ 711,286 Basic net income per common share $ 4.61 $ 4.65 $ 4.64 Diluted net income per common share $ 4.59 $ 4.63 $ 4.61 Weighted average common shares outstanding 149,051 151,667 153,299 Dilutive effect of stock options and nonvested restricted stock awards 753 829 1,076 Weighted average common shares outstanding — assuming dilution 149,804 152,496 154,375 Net income $ 687,240 $ 705,672 $ 711,286 Other comprehensive loss, net of tax: Foreign currency translation adjustment (8,957 ) (207,986 ) (149,379 ) Pension and postretirement benefit adjustments, net of income taxes of 2016 — $50,144; 2015 — $5,335; 2014 — $112,993 (73,446 ) (2,421 ) (173,177 ) Other comprehensive loss, net of tax (82,403 ) (210,407 ) (322,556 ) Comprehensive income $ 604,837 $ 495,265 $ 388,730 F-6 Common Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
(Loss) Income Retained
Earnings Total
Parent
Equity Non-
controlling
Interests in
Subsidiaries Total
Equity Shares Amount 157,636,261 $ 157,636 $ — $ (298,352 ) $ 2,895,307 $ 2,754,591 $ 8,895 $ 2,763,486 — — — — 565,116 565,116 — 565,116 — — — (183,686 ) — (183,686 ) — (183,686 ) — — — — (281,790 ) (281,790 ) — (281,790 ) 443,170 443 3,864 — — 4,307 — 4,307 — — 7,547 — — 7,547 — 7,547 (2,428,315 ) (2,428 ) (11,411 ) — (108,239 ) (122,078 ) — (122,078 ) — — — — — — 689 689 155,651,116 155,651 — (482,038 ) 3,070,394 2,744,007 9,584 2,753,591 — — — — 648,041 648,041 — 648,041 — — — (19,454 ) — (19,454 ) — (19,454 ) — — — — (307,603 ) (307,603 ) — (307,603 ) 551,779 552 3,423 — — 3,975 — 3,975 — — 10,747 — — 10,747 — 10,747 (1,361,457 ) (1,362 ) (14,170 ) — (66,294 ) (81,826 ) — (81,826 ) — — — — — — 708 708 154,841,438 154,841 — (501,492 ) 3,344,538 2,997,887 10,292 3,008,179 — — — — 684,959 684,959 — 684,959 — — — 103,837 — 103,837 — 103,837 — — — — (332,322 ) (332,322 ) — (332,322 ) 449,986 450 2,287 — — 2,737 — 2,737 — — 12,648 — — 12,648 — 12,648 (1,518,326 ) (1,518 ) — — (119,154 ) (120,672 ) — (120,672 ) — — — — — — (598 ) (598 ) 153,773,098 $ 153,773 $ 14,935 $ (397,655 ) $ 3,578,021 $ 3,349,074 $ 9,694 $ 3,358,768 Common Stock Shares Amount Balance at January 1, 2014 153,773,098 $ 153,773 $ 14,935 $ (397,655 ) $ 3,578,021 $ 3,349,074 $ 9,694 $ 3,358,768 Net income — — — — 711,286 711,286 — 711,286 Other comprehensive loss, net of tax — — — (322,556 ) — (322,556 ) — (322,556 ) Cash dividends declared, $2.30 per share — — — — (352,564 ) (352,564 ) — (352,564 ) Share-based awards exercised, including tax benefit of $17,766 474,800 475 (4,760 ) — — (4,285 ) — (4,285 ) Share-based compensation — — 16,239 — — 16,239 — 16,239 Purchase of stock (1,134,856 ) (1,135 ) — — (94,811 ) (95,946 ) — (95,946 ) Noncontrolling interest activities — — — — — — 1,422 1,422 Balance at December 31, 2014 153,113,042 153,113 26,414 (720,211 ) 3,841,932 3,301,248 11,116 3,312,364 Net income — — — — 705,672 705,672 — 705,672 Other comprehensive loss, net of tax — — — (210,407 ) — (210,407 ) — (210,407 ) Cash dividends declared, $2.46 per share — — — — (372,840 ) (372,840 ) — (372,840 ) Share-based awards exercised, including tax benefit of $7,024 229,958 230 (2,778 ) — — (2,548 ) — (2,548 ) Share-based compensation — — 17,717 — — 17,717 — 17,717 Purchase of stock (3,261,526 ) (3,262 ) — — (289,013 ) (292,275 ) — (292,275 ) Noncontrolling interest activities — — — — — — 1,559 1,559 Balance at December 31, 2015 150,081,474 150,081 41,353 (930,618 ) 3,885,751 3,146,567 12,675 3,159,242 Net income — — — — 687,240 687,240 — 687,240 Other comprehensive loss, net of tax — — — (82,403 ) — (82,403 ) — (82,403 ) Cash dividends declared, $2.63 per share — — — — (391,852 ) (391,852 ) — (391,852 ) Share-based awards exercised, including tax benefit of $12,021 340,703 341 (4,467 ) — — (4,126 ) — (4,126 ) Share-based compensation — — 19,719 — — 19,719 — 19,719 Purchase of stock (2,011,755 ) (2,012 ) — — (179,405 ) (181,417 ) — (181,417 ) Noncontrolling interest activities — — — — — — 953 953 Balance at December 31, 2016 148,410,422 $ 148,410 $ 56,605 $ (1,013,021 ) $ 4,001,734 $ 3,193,728 $ 13,628 $ 3,207,356 F-7 Year Ended December 31 2013 2012 2011 (In Thousands) $ 684,959 $ 648,041 $ 565,116 133,957 98,383 88,936 (12,905 ) (11,018 ) (5,356 ) (4,729 ) (3,943 ) (3,012 ) (21,622 ) 14,751 (2,337 ) 12,648 10,747 7,547 (59,000 ) — — (116,080 ) 13,366 (85,011 ) (79,253 ) (25,845 ) (19,624 ) 473,424 220,694 85,766 (14,418 ) (86,294 ) (52,166 ) 59,750 27,556 45,068 371,772 258,397 59,811 1,056,731 906,438 624,927 (124,063 ) (101,987 ) (103,469 ) 10,657 8,504 8,908 (712,173 ) (558,384 ) (136,936 ) (825,579 ) (651,867 ) (231,497 ) 3,019,931 750,000 250,000 (2,995,335 ) (750,000 ) (250,000 ) (15,728 ) (7,043 ) (1,049 ) 12,905 11,018 5,356 (326,217 ) (300,983 ) (276,369 ) (120,673 ) (81,826 ) (122,078 ) (425,117 ) (378,834 ) (394,140 ) (12,237 ) 2,304 (4,204 ) (206,202 ) (121,959 ) (4,914 ) 403,095 525,054 529,968 $ 196,893 $ 403,095 $ 525,054 $ 342,372 $ 381,407 $ 317,748 $ 27,221 $ 20,416 $ 27,640 Year Ended December 31 2016 2015 2014 (In Thousands) Operating activities Net income $ 687,240 $ 705,672 $ 711,286 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 147,487 141,675 148,313 Excess tax benefits from share-based compensation (12,021 ) (7,024 ) (17,766 ) Gain on sale of property, plant, and equipment (15,237 ) (3,189 ) (3,719 ) Deferred income taxes 33,226 35,544 54,319 Share-based compensation 19,719 17,717 16,239 Changes in operating assets and liabilities: Trade accounts receivable, net (53,544 ) 1,974 (225,178 ) Merchandise inventories, net (64,214 ) (21,821 ) (100,820 ) Trade accounts payable 240,717 331,419 292,257 Other short-term assets and liabilities 37,271 967 15,616 Other long-term assets and liabilities (74,566 ) (43,561 ) (100,402 ) 258,838 453,701 78,859 Net cash provided by operating activities 946,078 1,159,373 790,145 Investing activities Purchases of property, plant and equipment (160,643 ) (109,544 ) (107,681 ) Proceeds from sale of property, plant, and equipment 28,811 8,618 8,866 Acquisition of businesses and other investing activities (462,167 ) (162,701 ) (287,900 ) Net cash used in investing activities (593,999 ) (263,627 ) (386,715 ) Financing activities Proceeds from debt 4,350,000 3,862,224 2,727,924 Payments on debt (4,100,000 ) (4,005,191 ) (2,735,862 ) Share-based awards exercised, net of taxes paid (16,147 ) (9,572 ) (22,051 ) Excess tax benefits from share-based compensation 12,021 7,024 17,766 Dividends paid (386,863 ) (368,284 ) (347,271 ) Purchase of stock (181,417 ) (292,275 ) (95,946 ) Net cash used in financing activities (322,406 ) (806,074 ) (455,440 ) Effect of exchange rate changes on cash 1,575 (15,771 ) (7,153 ) Net increase (decrease) in cash and cash equivalents 31,248 73,901 (59,163 ) Cash and cash equivalents at beginning of year 211,631 137,730 196,893 Cash and cash equivalents at end of year $ 242,879 $ 211,631 $ 137,730 Supplemental disclosures of cash flow information Cash paid during the year for: Income taxes $ 374,865 $ 352,153 $ 408,604 Interest $ 19,043 $ 23,687 $ 25,155 F-81.Summary of Significant Accounting Policies2,6002,670 locations in North America and Australasia and, therefore, has limited exposure from credit losses to any particular customer, region, or industry segment. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company has evaluated subsequent events through the date the financial statements were issued.F-9Index to Financial StatementsGenuine Parts Company and SubsidiariesNotes to Consolidated Financial Statements — (Continued)2013, 2012,2016, 2015, and 2011,2014, the Company recorded provisions for doubtful accounts of approximately $8,691,000, $8,047,000,$11,515,000, $12,373,000, and $13,248,000,$7,192,000, respectively. At December 31, 20132016 and 2012,2015, the allowance for doubtful accounts was approximately $14,423,000$15,557,000 and $19,180,000,$10,693,000, respectively.$432,150,000$426,760,000 and $428,260,000$438,510,000 higher than reported at December 31, 20132016 and 2012,2015, respectively. During 2013, 2012,2016 and 20112014, reductions in inventory levels in automotive parts inventories (2013 and 2012), industrial parts inventories (2013, 2012, and 2011), and electrical parts inventories (2012 and 2011) resulted in liquidations of LIFO inventory layers. The effect of the LIFO liquidationliquidations in 2013, 2012,2016 and 20112014 was to reduce cost of goods sold by approximately $5,000,000, $6,000,000 and $16,000,000,$8,000,000, respectively.20142017 and beyond, there can be no assurance that vendors will continue to provide comparable amounts of incentives in the future.and amounts due from vendors.2013, 2012, or 2011. If an impairment occurs at a future date, it may have the effect of increasing the volatility of the Company’s earnings.F-102016, 2015, and 2014.
December 31 2013 2012 (In Thousands) $ 41,919 $ 4,021 24,939 20,642 28,760 206,487 95,094 78,860 55,200 134,367 155,922 198,886 $ 401,834 $ 643,263 December 31 2016 2015 (In Thousands) Retirement benefit assets $ 6,721 $ 3,336 Deferred compensation benefits 29,222 28,488 Investments 28,793 28,351 Cash surrender value of life insurance policies 106,251 105,213 Customer sales returns inventories 68,160 72,814 Guarantees related to borrowings 42,000 35,000 Other long-term prepayments and receivables 194,383 187,716 Total other assets $ 475,530 $ 460,918 December 31 2013 2012 (In Thousands) $ 55,150 $ 35,273 47,930 45,865 27,815 33,748 59,107 57,510 65,826 161,936 159,170 153,924 $ 414,998 $ 488,256 December 31 2016 2015 (In Thousands) Post-employment and other benefit/retirement liabilities $ 56,723 $ 54,034 Insurance liabilities 37,608 33,979 Other lease obligations 39,221 37,642 Other taxes payable 16,997 15,495 Customer deposits 79,528 85,552 Guarantees related to borrowings 42,000 35,000 Other 195,981 198,254 Total other long-term liabilities $ 468,058 $ 459,956 admin-F-11Index to Financial StatementsGenuine Parts Company and SubsidiariesNotes to Consolidated Financial Statements — (Continued)istrators.administrators. These reserves are included in accrued expenses in the accompanying consolidated balance sheets as the expenses are expected to be paid within one year.(Loss) Income December 31 2013 2012 (In Thousands) $ (37,619 ) $ 131,084 (366,454 ) (644,244 ) 6,418 11,668 $ (397,655 ) $ (501,492 ) December 31 2016 2015 (In Thousands) Foreign currency translation $ (403,941 ) $ (394,984 ) Unrecognized net actuarial loss, net of tax (611,333 ) (540,018 ) Unrecognized prior service credit, net of tax 2,253 4,384 Total accumulated other comprehensive loss $ (1,013,021 ) $ (930,618 ) (loss) incomeloss by component for the yearyears ended on December 31, 2013: Changes in Accumulated Other Comprehensive
(Loss) Income by Component Pension
Benefits Other
Post-
Retirement
Benefits Foreign
Currency
Translation Total (in Thousands) $ (629,907 ) $ (2,669 ) $ 131,084 $ (501,492 ) 223,991 1,629 (168,703 ) 56,917 46,837 83 — 46,920 270,828 1,712 (168,703 ) 103,837 $ (359,079 ) $ (957 ) $ (37,619 ) $ (397,655 ) Total (In Thousands) Beginning balance, January 1, 2015 $ (532,069 ) $ (1,144 ) $ (186,998 ) $ (720,211 ) Other comprehensive loss before reclassifications, net of tax (25,558 ) (111 ) (207,986 ) (233,655 ) Amounts reclassified from accumulated other comprehensive loss, net of tax 23,412 (164 ) — 23,248 Net current period other comprehensive loss (2,146 ) (275 ) (207,986 ) (210,407 ) Ending balance, December 31, 2015 (534,215 ) (1,419 ) (394,984 ) (930,618 ) Other comprehensive (loss) income before reclassifications, net of tax (92,758 ) 15 (8,957 ) (101,700 ) Amounts reclassified from accumulated other comprehensive loss, net of tax 19,505 (208 ) — 19,297 Net current period other comprehensive loss (73,253 ) (193 ) (8,957 ) (82,403 ) Ending balance, December 31, 2016 $ (607,468 ) $ (1,612 ) $ (403,941 ) $ (1,013,021 ) costincome in the employee benefit plans footnote.and trade accounts payable, and borrowings under the line of credit approximate their respective fair values based on the short-term nature of these instruments. At December 31, 20132016 and 2012,2015, the fair value of fixed rate debt was approximately $496,000,000$549,000,000 and $516,000,000,$501,000,000, respectively. The fair value of fixed rate debt is designated as Level 2 in the fair value hierarchy (i.e., significant observable inputs) and is based primarily on the discounted value of future cash flows using current market interest rates offered for debt of similar credit risk and maturity.F-12 At December 31, 2016, the carrying value of fixed rate debt was $550,000,000 and is included in long-term debt in the consolidated balance sheet. At December 31, 2015, the carrying value of fixed rate debt was $500,000,000 and is included in current portion of debt and long-term debt in the consolidated balance sheet.
$250,000,000, $220,000,000,$230,000,000, $240,000,000, and $190,000,000,$230,000,000, for the years ended December 31, 2013, 2012,2016, 2015, and 2011,2014, respectively.$57,900,000, $43,200,000,$66,900,000, $75,000,000, and $45,100,000$71,300,000 in the years ended December 31, 2013, 2012,2016, 2015, and 2011,2014, respectively.630,000, 730,000,1,290,000, 1,280,000, and 850,000610,000 shares of common stock ranging from $54$87 — $81$100 per share were outstanding at December 31, 2013, 2012,2016, 2015, and 2011,2014, respectively. These options were excluded from the computation of diluted net income per common share because the options’ exercise price wasprices were greater than the average market priceprices of common stock in each respective year.Recently AdoptedFebruary 2013,May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, Reporting2014-09, Revenue from Contracts with Customers (Topic 606), which will create a single, comprehensive revenue recognition model for recognizing revenue from contracts with customers. The standard is effective for interim and annual reporting periods beginning after December 15, 2017 and may be adopted either retrospectively or on a modified retrospective basis. The core principle of Amounts Reclassified Outthe new standard is that a company should recognize revenue to depict the transfer of Accumulated Other Comprehensive Income. Underpromised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2013-02,2014-09 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others.entityanalysis of revenue streams at each of the business units and are evaluating the impact the new standard may have on revenue recognition. In addition, the Company is evaluating recently issued guidance on practical expedients as part of the transition decision.provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is requiredcomply with or operate in accordance with requirements that are similar to present, either on the facethose in Rule 2a-7 of the financial statements or in the notes, significant amounts reclassified outInvestment Act of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts.1940 for registered money market funds. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. ASU 2013-022015-02 is effective for the Company’sCompany's interim and annual periods beginning after December 15, 2012.2015. The adoption of ASU 2013-022015-02 did not have an impact on the Company’s consolidated financial statements or related disclosures.materialpractical expedient to be categorized in the fair value hierarchy. ASU 2015-07 is effective for the Company's interim and annual periods beginning after December 15, 2015. The impact of the adoption of ASU 2015-07 did not have an impact on the Company’s consolidated financial statements and the presentation of investments measured at net asset value is shown in the employee benefit plans footnote.for the year ended December 31, 2013.F-13or related disclosures.
2.Goodwill and Other Intangible Assets2013, 2012,2016 and 20112015 by reportable segment, as well as other identifiable intangible assets, are summarized as follows (in thousands): Goodwill Other
Intangible
Assets, Net Automotive Industrial Office
Products Electrical/
Electronic
Materials Total $ 43,705 $ 99,011 $ 10,554 $ 24,350 $ 177,620 $ 102,155 114,206 — — 5,355 119,561 110,014 — — — — — (12,991 ) 638 221 — — 859 621 158,549 99,232 10,554 29,705 298,040 199,799 541,836 17,420 — 11,396 570,652 379,834 — — — — — (28,987 ) (78,205 ) (516 ) — — (78,721 ) (51,261 ) $ 622,180 $ 116,136 $ 10,554 $ 41,101 $ 789,971 $ 499,385 Goodwill Automotive Industrial Total Balance as of January 1, 2015 $ 599,839 $ 118,962 $ 47,608 $ 72,666 $ 839,075 $ 547,515 Additions 5,030 18,696 8,891 20,335 52,952 38,596 Amortization — — — — — (34,878 ) Foreign currency translation (49,866 ) (1,579 ) — — (51,445 ) (30,020 ) Balance as of December 31, 2015 555,003 136,079 56,499 93,001 840,582 521,213 Additions 56,518 36,267 25,609 901 119,295 139,982 Amortization — — — — — (40,870 ) Foreign currency translation (3,963 ) 247 (8 ) — (3,724 ) (1,815 ) Balance as of December 31, 2016 $ 607,558 $ 172,593 $ 82,100 $ 93,902 $ 956,153 $ 618,510 20132016 and 20122015 is as follows (in thousands): 2013 2012 Gross
Carrying
Amount Accumulated
Amortization Net Gross
Carrying
Amount Accumulated
Amortization Net $ 412,634 $ (59,686 ) $ 352,948 $ 209,328 $ (38,030 ) $ 171,298 149,949 (5,018 ) 144,931 29,337 (1,944 ) 27,393 7,306 (5,800 ) 1,506 4,483 (3,375 ) 1,108 $ 569,889 $ (70,504 ) $ 499,385 $ 243,148 $ (43,349 ) $ 199,799 2016 2015 Net Net Customer relationships $ 603,966 $ (150,350 ) $ 453,616 $ 494,516 $ (115,636 ) $ 378,880 Trademarks 180,416 (16,154 ) 164,262 153,346 (11,922 ) 141,424 Non-competition agreements 5,098 (4,466 ) 632 5,765 (4,856 ) 909 $ 789,480 $ (170,970 ) $ 618,510 $ 653,627 $ (132,414 ) $ 521,213 $28,987,000, $12,991,000,$40,870,000, $34,878,000, and $6,774,000$36,867,000 for the years ended December 31, 2013, 2012,2016, 2015, and 2011,2014, respectively. Estimated other intangible assets amortization expense for the succeeding five years is as follows (in thousands): $ 31,000 30,000 30,000 30,000 29,000 $ 150,000 F-142017 $ 42,848 2018 42,614 2019 42,110 2020 41,462 2021 41,167 $ 210,201 Genuine Parts Company and Subsidiaries3.Notes to Consolidated Financial Statements — (Continued)Credit Facilities3.Credit Facilities$264,658,000$325,000,000 and $125,000,000 at December 31, 2013. There were no amounts subject to variable rates at December 31, 2012.2016 and 2015, respectively. The weighted average interest rate on the Company’s outstanding borrowings was approximately 2.82%2.39% and 2.76% at December 31, 20132016 and 4.01% at December 31, 2012.an $850,000,000a $1,200,000,000 unsecured revolving line of credit with a consortium of financial institutions, thatwhich matures in September 2017June 2021 with an optional one year extension and bears interest at LIBOR plus a margin, which is based on the Company’s leverage ratio (0.92%(1.52% at December 31, 2013)2016). The Company also has the option under this agreement to increase its borrowing an additional $350,000,000, as well as an option to decrease the borrowing capacity or terminate the Syndicated Facilityfacility with appropriate notice. At December 31, 2013,2016 and 2015, approximately $264,658,000 was outstanding under this line of credit. No amounts$325,000,000 and $125,000,000 were outstanding under this line of credit, at respectively.2012.2013,2016, the Company was in compliance with all such covenants. Due to the workers’ compensation and insurance reserve requirements in certain states, the Company also had unused letters of credit of $61,617,000$64,930,000 and $61,119,000$62,874,000 outstanding at December 31, 20132016 and 2012,2015, respectively. December 31 2013 2012 (In Thousands) $ 264,658 $ — — 250,000 250,000 250,000 250,000 — 764,658 500,000 264,658 250,000 $ 500,000 $ 250,000 F-15 December 31 2016 2015 (In Thousands) Unsecured revolving line of credit, $1,200,000,000, LIBOR plus 0.75% variable $ 325,000 $ 125,000 Unsecured term notes: November 30, 2011, Series D and E Senior Unsecured Notes, $250,000,000, 3.35% fixed, due November 30, 2016 — 250,000 July 29, 2016, Series G Senior Unsecured Notes, $50,000,000, 2.39% fixed, due July 29, 2021 50,000 — December 2, 2013, Series F Senior Unsecured Notes, $250,000,000, 2.99% fixed, due December 2, 2023 250,000 250,000 November 30, 2016, Series H Senior Unsecured Notes, $250,000,000, 2.99% fixed, due November 30, 2026 250,000 — Total debt 875,000 625,000 Less debt due within one year 325,000 375,000 Long-term debt, excluding current portion $ 550,000 $ 250,000 2017 $ 325,000 2018 — 2019 — 2020 — 2021 50,000 Thereafter 500,000 $ 875,000 Genuine Parts Company and Subsidiaries4.Notes to Consolidated Financial Statements — (Continued)Leased Properties4.Leased Properties20132016 (in thousands): $ 191,400 151,100 110,200 76,400 50,000 149,500 $ 728,600 2017 $ 232,300 2018 182,100 2019 132,900 2020 89,700 2021 55,500 Thereafter 172,500 Total minimum lease payments $ 865,000 $208,000,000, $158,200,000,$278,000,000, $254,000,000, and $154,500,000$233,000,000 for 2013, 2012,2016, 2015, and 2011,2014, respectively.5.Share-Based Compensation2013,2016, total compensation cost related to nonvested awards not yet recognized was approximately $26,000,000.$34,600,000. The weighted-average period over which this compensation cost is expected to be recognized is approximately three years. The aggregate intrinsic value for optionsSARs and RSUs outstanding at December 31, 20132016 and 20122015 was approximately $154,000,000$104,200,000 and $90,300,000,$104,000,000, respectively. The aggregate intrinsic value for optionsSARs and RSUs vested totaled approximately $93,600,000$62,000,000 and $57,600,000$65,000,000 at December 31, 20132016 and 2012,2015, respectively. At December 31, 2013,2016, the weighted-average contractual life for outstanding and exercisable optionsSARs and RSUs was six and five years, respectively. Share-based compensation costcosts of $12,648,000, $10,747,000,$19,719,000, $17,717,000, and $7,547,000, was$16,239,000, were recorded for the years ended December 31, 2013, 2012,2016, 2015, and 2011,2014, respectively. The total income tax benefitbenefits recognized in the consolidated statements of income and comprehensive income for share-based compensation arrangements waswere approximately $5,100,000, $4,300,000,$7,900,000, $7,100,000, and $3,000,000,$6,500,000 for 2013, 2012,2016, 2015, and 2011,2014, respectively. There have been no modifications to valuation methodologies or methods during the years ended December 31, 2013, 2012, and 2011.2013, 20122016, 2015, and 20112014, the fair valuevalues for options and SARs granted waswere estimated using a Black-Scholes option pricing model with the following weighted-average assumptions, respectively: risk-free interest rate of 2.0%1.6%, 2.0%, and 3.6%2.8%; dividend yield of 3.2%2.7%, 3.3%2.6%, and 3.8%2.8%; annual historical volatility factor of the expected market price of the Company’s common stock of 19% for each of the three years; an average expected life and estimated turnover based on the historical pattern of existing grants of approximately seven years and 5.0%6.2%, respectively. The fair value of RSUs is based on the price of the Company’s stock on the date of grant. The total fair value of shares vested during the years ended December 31, 2013, 2012,2016, 2015, and 2011, was $8,100,000, $6,700,000,2014 were $18,200,000, $15,200,000, and $7,200,000,$13,800,000, respectively.F-16Index to Financial StatementsGenuine Parts Company and SubsidiariesNotes to Consolidated Financial Statements — (Continued) 2013 Shares (1) Weighted-
Average
Exercise
Price (2) (In Thousands) 5,100 $ 50 900 77 (1,335 ) 45 (85 ) 63 4,580 $ 56 2,601 $ 48 2,743 2016 Shares (1) (In Thousands) Outstanding at beginning of year 4,181 $ 71 Granted 894 100 Exercised (1,045 ) 59 Forfeited (152 ) 91 Outstanding at end of year (3) 3,878 $ 79 Exercisable at end of year 2,171 $ 70 Shares available for future grants 9,132 (1) Shares includeRestricted Stock Units (RSUs). (2) The weighted-average exercise price excludes RSUs. (3) options and SARs outstanding as of December 31, 20132016 ranged from approximately $37$42 to $77.$100. The weighted-average remaining contractual life of all options and SARs outstanding is approximately sixseven years.options and SARs granted during the years 2013, 2012,2016, 2015, and 20112014 was $10.14, $7.96,$13.52, $13.53, and $8.18,$13.77, respectively. The aggregate intrinsic value of optionsSARs and RSUs exercised during the years ended December 31, 2013, 2012,2016, 2015, and 20112014 was $43,900,000, $41,500,000,$48,200,000, $30,100,000, and $25,100,000.2013,2016, the Company granted approximately 727,000724,000 SARs and 172,000170,000 RSUs. In 2012,2015, the Company granted approximately 858,000711,000 SARs and 145,000176,000 RSUs. In 2011,2014, the Company granted approximately 1,028,000680,000 SARs and 126,000165,000 RSUs.(RSUs) activity is as follows: Shares Weighted-
Average Grant
Date Fair
Value (In Thousands) 316 $ 54 172 78 (18 ) 77 (26 ) 72 444 $ 62 Nonvested Share Awards (RSUs) Shares (In Thousands) Nonvested at January 1, 2016 433 $ 82 Granted 170 100 Vested (140 ) 73 Forfeited (55 ) 86 Nonvested at December 31, 2016 408 $ 92 2013, 2012,2016, 2015, and 20112014 approximately $12,900,000, $11,000,000,$12,021,000, $7,024,000, and $5,400,000,$17,766,000, respectively, of excess tax benefits waswere classified as a financing cash inflow.F-17inflows.
Genuine Parts Company and Subsidiaries6.Notes to Consolidated Financial Statements — (Continued)Income Taxes6.Income Taxes2013,2016, the Company has not provided Federal income taxes on approximately $552,000,000$697,000,000 of cumulative undistributed earnings of its foreign subsidiaries. The Company intends to reinvest these earnings to fund expansion in these and other markets outside the Company’sU.S. Accordingly, the Company has not provided any provision for income tax expense in excess of foreign subsidiaries is consideredjurisdiction income tax requirements relative to be indefinitely reinvested. As such no U.S. federalundistributed earnings in the accompanying consolidated financial statements. Due to the complexities associated with the hypothetical calculation to determine residual taxes on the undistributed earnings, including the availability of foreign tax credits, applicability of any additional local withholding tax and state income taxes have been provided thereon, andother indirect tax consequence that may arise due to the distribution of these earnings, the Company has concluded it is not practicable to determine the amount of the related unrecognized deferred income tax liability. liability related to the undistributed earnings. 2013 2012 (In Thousands) $ 343,156 $ 362,265 227,880 405,048 — 16,803 — (16,803 ) 571,036 767,313 188,235 205,268 152,641 191,047 110,272 23,295 53,751 41,130 29,733 28,321 534,632 489,061 36,404 278,252 (22,165 ) 1,211 $ 14,239 $ 279,463 The current portion of the deferred tax assets and liabilities are included in prepaid expenses and other current assets and income taxes payable, respectively, in the consolidated balance sheets. 2016 2015 (In Thousands) Deferred tax assets related to: Expenses not yet deducted for tax purposes $ 345,195 $ 318,368 Pension liability not yet deducted for tax purposes 397,391 347,263 742,586 665,631 Deferred tax liabilities related to: Employee and retiree benefits 276,256 249,126 Inventory 141,181 147,199 Other intangible assets 120,689 111,305 Property, plant, and equipment 61,666 58,496 Other 58,468 31,664 658,260 597,790 Net deferred tax assets $ 84,326 $ 67,841 2013 2012 2011 (In Thousands) $ 850,866 $ 903,698 $ 784,841 193,438 115,234 105,965 $ 1,044,304 $ 1,018,932 $ 890,806 F-18 2016 2015 2014 (In Thousands) United States $ 934,476 $ 1,004,919 $ 978,824 Foreign 139,864 118,762 138,915 Income before income taxes $ 1,074,340 $ 1,123,681 $ 1,117,739 2013 2012 2011 (In Thousands) $ 303,016 $ 288,135 $ 260,222 47,010 44,653 41,511 30,941 23,352 26,294 (21,622 ) 14,751 (2,337 ) $ 359,345 $ 370,891 $ 325,690 2016 2015 2014 (In Thousands) Current: Federal $ 284,199 $ 309,403 $ 224,591 State 41,083 45,460 43,513 Foreign 28,593 27,602 84,030 Deferred 33,225 35,544 54,319 $ 387,100 $ 418,009 $ 406,453 2013 2012 2011 (In Thousands) $ 365,506 $ 356,626 $ 311,782 28,823 30,227 26,790 (37,873 ) (17,419 ) (13,443 ) 16,803 — — (16,803 ) — — 2,889 1,457 561 $ 359,345 $ 370,891 $ 325,690 2016 2015 2014 (In Thousands) Statutory rate applied to income $ 376,019 $ 393,288 $ 391,209 Plus state income taxes, net of Federal tax benefit 29,211 32,295 32,646 Earnings in jurisdictions taxed at rates different from the statutory US tax rate (18,057 ) (13,684 ) (3,453 ) Foreign tax credit (482 ) (264 ) (20,170 ) Other 409 6,374 6,221 $ 387,100 $ 418,009 $ 406,453 20092012 or subject to non-United States income tax examinations for years ended prior to 2002.2010. The Company is currently under audit in the United States and Canada. Some audits may conclude in the next twelve months and the unrecognized tax benefits recorded in relation to the audits may differ from actual settlement amounts. It is not possible to estimate the effect, if any, of the amount of such change during the next twelve months to previously recorded uncertain tax positions in connection with the audits. However, the Company does not anticipate total unrecognized tax benefits will significantly change during the year due to the settlement of audits and the expiration of statutes of limitations.amountamounts of unrecognized tax benefits is as follows: 2013 2012 2011 (In Thousands) $ 45,455 $ 46,845 $ 39,425 3,238 5,702 6,035 3,759 2,172 7,966 (1,472 ) (5,025 ) (481 ) (1,714 ) (2,658 ) (4,563 ) (2,076 ) (1,581 ) (1,537 ) $ 47,190 $ 45,455 $ 46,845 F-19Index to Financial StatementsGenuine Parts Company and SubsidiariesNotes to Consolidated Financial Statements — (Continued) 2016 2015 2014 (In Thousands) Balance at beginning of year $ 15,815 $ 17,581 $ 47,190 Additions based on tax positions related to the current year 2,184 1,969 3,303 Additions for tax positions of prior years 1,317 61 6,415 Reductions for tax positions for prior years (1,369 ) (3,152 ) (851 ) Reduction for lapse in statute of limitations (2,516 ) (425 ) (481 ) Settlements (241 ) (219 ) (37,995 ) Balance at end of year $ 15,190 $ 15,815 $ 17,581 20132016 and 20122015 was approximately $59,530,000$17,176,000 and $58,020,000,$17,684,000, respectively, of which approximately $18,287,000$9,615,000 and $17,615,000,$9,317,000, respectively, if recognized, would affect the effective tax rate.2013, 2012,2016, 2015, and 2011,2014, the Company paid interest and penalties of approximately $405,000, $493,000,$5,000, $1,051,000, and $759,000,$14,000,000, respectively. The Company had approximately $12,340,000$1,848,000 and $12,565,000$1,746,000 of accrued interest and penalties at December 31, 20132016 and 2012,2015, respectively. The Company recognizes potential interest and penalties related to unrecognized tax benefits as a component of income tax expense.7.Employee Benefit Plansnoncontributory and benefits are based onnoncontributory. As of December 31, 2013, the employees’ compensation duringCompany implemented a hard freeze for the highest fiveU.S. qualified defined benefit plan. Therefore, no further benefit accruals were provided after that date for additional credited service or earnings. In addition, all participants who were employed after December 31, 2013 became fully vested as of their last ten years of credited service.December 31, 2013. The Canadian plan is contributory and benefits are based on career average compensation. The Company’s funding policy is to contribute an amount equal to the minimum required contribution under applicable pension legislation. The Company may increase its contribution above the minimum, if appropriate to its tax and cash position and the plans’ funded position.In December 2012, the U.S. defined benefit plan was amended to reflect a hard freeze as of December 31, 2013. Therefore, no further benefit accruals were provided after that date for additional credited service or earnings. In addition, all participants will became fully vested as of December 31, 2013. The Company recognized a one-time noncash curtailment gain in 2012 of $23,507,000 in connection with this amendment.20132016 and 20122015 were: 2013 2012 (In Thousands) $ 2,165,692 $ 1,958,399 19,083 15,254 89,408 100,338 3,543 3,962 — (4,217 ) (164,784 ) 330,028 (13,893 ) 5,489 (73,186 ) (67,767 ) 9,322 — — (175,794 ) $ 2,035,185 $ 2,165,692 2016 2015 (In Thousands) Changes in benefit obligation Benefit obligation at beginning of year $ 2,199,356 $ 2,352,094 Service cost 7,746 8,562 Interest cost 104,485 98,088 Plan participants’ contributions 2,585 2,838 Actuarial loss (gain) 139,851 (139,573 ) Foreign currency exchange rate changes 5,449 (35,082 ) Gross benefits paid (154,676 ) (87,571 ) Plan amendments 2,063 — Benefit obligation at end of year $ 2,306,859 $ 2,199,356 $1,838,810,000$2,105,665,000 and $1,955,414,000$2,012,935,000 at December 31, 20132016 and 2012,2015, respectively. The total accumulated benefit obligation for the Company’s defined benefit pension plans in the U.S. and Canada was approximately $2,017,619,000$2,281,648,000 and $2,112,134,000$2,179,626,000 at December 31, 20132016 and 2012,2015, respectively.F-20Index to Financial StatementsGenuine Parts Company and SubsidiariesNotes to Consolidated Financial Statements — (Continued)20132016 and 2012,2015, were: 2013 2012 5.10 % 4.17 % 3.04 % 3.30 % 2016 2015 Weighted-average discount rate 4.26 % 4.82 % Rate of increase in future compensation levels 3.14 % 3.12 % 20132016 and 20122015 were: 2013 2012 (In Thousands) $ 1,595,679 $ 1,470,030 336,151 168,491 (12,155 ) 4,498 74,347 16,465 8,684 — 3,543 3,962 (73,186 ) (67,767 ) $ 1,933,063 $ 1,595,679 2016 2015 (In Thousands) Changes in plan assets Fair value of plan assets at beginning of year $ 1,912,736 $ 2,021,837 Actual return on plan assets 146,022 (45,529 ) Foreign currency exchange rate changes 5,172 (33,382 ) Employer contributions 53,663 54,543 Plan participants’ contributions 2,585 2,838 Benefits paid (154,676 ) (87,571 ) Fair value of plan assets at end of year $ 1,965,502 $ 1,912,736 $1,745,769,000$1,760,713,000 and $1,425,047,000$1,731,368,000 at December 31, 20132016 and 2012,2015, respectively. 2016 2015 (In Thousands) Aggregate benefit obligation $ 2,131,550 $ 2,186,412 Aggregate fair value of plan assets 1,783,472 1,896,456 2016 2015 (In Thousands) Aggregate accumulated benefit obligation $ 2,086,711 $ 2,167,216 Aggregate fair value of plan assets 1,760,713 1,896,456 20132016 and 2012,2015, and the target allocation for 2014,2017, by asset category were: Target
Allocation
2014 Percentage of
Plan Assets at
December 31 2013 2012 71 % 76 % 68 % 29 % 24 % 32 % 100 % 100 % 100 % 2016 2015 Asset Category Equity securities 71 % 70 % 69 % Debt securities 29 % 30 % 31 % 100 % 100 % 100 % (49%(47% S&P 5008%7% Russell 2000 Index, 5% MSCI EAFE Index, 5% DJ Global Moderate Index, 3% MSCI Emerging Market Net, and 28% BarCap U.S. Govt/Credit).20132016 and 2012,2015, by asset category, are shown in the tables below. Various inputs are considered when determining the value of the Company’s pension plan assets.F-21Index to Financial StatementsGenuine Parts Company and SubsidiariesNotes to Consolidated Financial Statements — (Continued) 2013 Total Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) (In Thousands) $ 505,572 $ 505,572 $ — $ — 167,788 167,788 — — 791,728 791,728 — — 59,058 59,058 — — 9,022 9,022 — — 144,447 61,171 83,276 — 123,773 — 123,773 — 19,345 — 19,345 — 12,072 11,200 872 — 1,304 — 1,304 — 96,231 — 96,231 — 2,723 — — 2,723 $ 1,933,063 $ 1,605,539 $ 324,801 $ 2,723 F-22 2016 Total Assets Measured at NAV (In Thousands) Equity Securities Common stocks — mutual funds — equity $ 384,103 $ 114,182 $ 269,921 $ — $ — Genuine Parts Company common stock 192,841 — 192,841 — — Other stocks 793,101 — 793,007 — 94 Debt Securities Short-term investments 55,607 — 55,607 — — Cash and equivalents 15,995 — 15,995 — — Government bonds 157,303 — 102,468 54,835 — Corporate bonds 192,457 — — 192,457 — Asset-backed and mortgage–backed securities 8,872 — — 8,872 — Convertible securities 216 — — 216 — Other-international 24,613 — 20,868 3,745 — Municipal bonds 9,272 — — 9,272 — Mutual funds—fixed income 128,367 82,394 — 45,973 — Other Cash surrender value of life insurance policies 2,755 — — — 2,755 Total $ 1,965,502 $ 196,576 $ 1,450,707 $ 315,370 $ 2,849 2012 Total Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) (In Thousands) $ 342,846 $ 342,846 $ — $ — 128,236 128,236 — — 608,017 608,017 — — 37,626 37,626 — — 45,719 45,719 — — 166,413 74,707 91,706 — 127,824 — 127,824 — 24,077 — 24,077 — 10,188 10,188 — — 532 — 532 — 101,578 — 101,578 — 2,623 — — 2,623 $ 1,595,679 $ 1,247,339 $ 345,717 $ 2,623 2015 Total Assets Measured at NAV (In Thousands) Equity Securities Common stocks — mutual funds — equity $ 349,852 $ 107,441 $ 242,411 $ — $ — Genuine Parts Company common stock 173,363 — 173,363 — — Other stocks 793,229 — 792,624 — 605 Debt Securities Short-term investments 46,195 — 46,195 — — Cash and equivalents 2,978 — 2,978 — — Government bonds 193,436 — 109,559 83,877 — Corporate bonds 172,119 — — 172,119 — Asset-backed and mortgage–backed securities 27,510 — — 27,510 — Convertible securities 434 — — 434 — Other-international 21,137 — 20,785 352 — Municipal bonds 5,857 — — 5,857 — Mutual funds—fixed income 123,895 83,241 — 40,654 — Other Cash surrender value of life insurance policies 2,731 — — — 2,731 Total $ 1,912,736 $ 190,682 $ 1,387,915 $ 330,803 $ 3,336 $167,788,000 (8.7%$192,841,000 (10% of total plan assets) and $128,236,000 (8.0%$173,363,000 (9% of total plan assets) at December 31, 20132016 and 2012,2015, respectively. Dividend payments received by the plan on Company stock totaled approximately $4,336,000$5,308,000 and $3,994,000$4,965,000 in 20132016 and 2012,2015, respectively. Fees paid during the year for services rendered by parties in interest were based on customary and reasonable rates for such services.20132016 and 20122015 were not material.20142017 pension cost or income is 7.85%7.82% for the plans. The asset study forecasted expected rates of return for the approximate duration of the Company’s benefit obligations, using capital market data and historical relationships. 2013 2012 (In Thousands) $ 41,919 $ 4,021 (5,976 ) (5,402 ) (138,065 ) (568,632 ) $ (102,122 ) $ (570,013 ) F-23 2016 2015 (In Thousands) Other long-term asset $ 6,721 $ 3,336 Other current liability (8,206 ) (7,432 ) Pension and other post-retirement liabilities (339,872 ) (282,524 ) $ (341,357 ) $ (286,620 ) (income) consist of: 2013 2012 (In Thousands) $ 590,568 $ 1,043,089 (3,074 ) (10,612 ) $ 587,494 $ 1,032,477 2016 2015 (In Thousands) Net actuarial loss $ 1,003,247 $ 882,464 Prior service cost (credit) 672 (1,814 ) $ 1,003,919 $ 880,650 2014,2017, approximately $5,978,000$8,206,000 is expected to be paid from employer assets. Expected employer contributions below reflect amounts expected to be contributed to funded plans. Information about the expected cash flows for the pension plans follows (in thousands): $ 50,605 $ 79,073 88,704 96,385 104,225 112,082 662,040 Employer contribution 2017 (expected) $ 48,000 Expected benefit payments: 2017 $ 109,000 2018 116,000 2019 122,000 2020 127,000 2021 133,000 2022 through 2026 721,000 costincome included the following components: 2013 2012 2011 (In Thousands) $ 19,083 $ 15,254 $ 13,039 89,408 100,338 97,293 (133,816 ) (128,208 ) (124,150 ) (7,538 ) (7,270 ) (6,970 ) 83,934 70,161 53,039 — (23,507 ) — $ 51,071 $ 26,768 $ 32,251 F-24Index to Financial StatementsGenuine Parts Company and SubsidiariesNotes to Consolidated Financial Statements — (Continued) 2016 2015 2014 (In Thousands) Service cost $ 7,746 $ 8,562 $ 7,824 Interest cost 104,485 98,088 102,465 Expected return on plan assets (156,832 ) (150,130 ) (144,746 ) Amortization of prior service credit (432 ) (565 ) (1,890 ) Amortization of actuarial loss 31,641 38,197 26,791 Net periodic benefit income $ (13,392 ) $ (5,848 ) $ (9,556 ) income are as follows: 2013 2012 2011 (In Thousands) $ (368,587 ) $ 114,061 $ 311,038 (83,934 ) (70,161 ) (53,039 ) — (4,217 ) — 7,538 30,777 6,970 $ (444,983 ) $ 70,460 $ 264,969 $ (393,912 ) $ 97,228 $ 297,220 2016 2015 2014 (In Thousands) Current year actuarial loss $ 152,415 $ 44,930 $ 312,011 Recognition of actuarial loss (31,641 ) (38,197 ) (26,791 ) Current year prior service cost 2,063 — — Recognition of prior service credit 432 565 638 Total recognized in other comprehensive income (loss) $ 123,269 $ 7,298 $ 285,858 Total recognized in net periodic benefit income and other comprehensive income (loss) $ 109,877 $ 1,450 $ 276,303 (income) into net periodic benefit costincome in 20142017 are as follows in thousands: $ 26,606 (1,904 ) $ 24,702 Actuarial loss $ 37,870 Prior service credit (349 ) Total $ 37,521 costsincome for the plans follow: 2013 2012 2011 4.17 % 5.17 % 5.74 % 3.30 % 3.30 % 3.39 % 7.83 % 7.84 % 7.87 % The 2016 2015 2014 Weighted average discount rate 4.82 % 4.26 % 5.10 % Rate of increase in future compensation levels 3.12 % 3.07 % 3.04 % Expected long-term rate of return on plan assets 7.83 % 7.85 % 7.85 % hashad two defined contribution plans that covercovered substantially all of its domestic employees. The Company’s matching contributions arewere determined based on the employee’s participation in the U.S. pension plan. Prior to 2014, U.S. pension plan participants who continuecontinued earning credited service after 2008 receivereceived a matching contribution of 20% of the first 6% of the employee’s salary. Other employees receivereceived a matching contribution of 100% of the first 5% of the employee’s salary. In December 2012, the Company approved an amendment to merge theThe two plans were merged effective January 1, 2014. Beginning in 2014, all employees will receive a matching contribution of 100% of the first 5% of the employees’ salary. Total plan expense for both plans was approximately $43,236,000$56,975,000 in 2013, $43,155,0002016, $55,066,000 in 2012,2015, and $38,773,000$53,351,000 in 2011.8.GuaranteesF-25Index to Financial StatementsGenuine Parts Company and SubsidiariesNotes to Consolidated Financial Statements — (Continued)2013,2016, the Company was in compliance with all such covenants.2013,2016, the total borrowings of the independents and affiliates subject to guarantee by the Company were approximately $258,703,000.$431,286,000. These loans generally mature over periods from one to six years. In the event that the Company is required to make payments in connection with guaranteed obligations of the independents or the affiliates, the Company would obtain and liquidate certain collateral (e.g., accounts receivable and inventory) to recover all or a portion of the amounts paid under the guarantee. When it is deemed probable that the Company will incur a loss in connection with a guarantee, a liability is recorded equal to this estimated loss. To date, the Company has had no significant losses in connection with guarantees of independents’ and affiliates’ borrowings.accruedrecognized certain assets and liabilities amounting to $42,000,000 and $35,000,000 for the guarantees related to the independents’ and affiliates’ borrowings as ofat December 31, 20132016 and 2012.2015, respectively. These assets and liabilities are not material to the financial position of the Company and are included in other assets and other long-term liabilities in the accompanying consolidated balance sheets.9.AcquisitionsDuring 2013, theone company eachseveral companies for approximately $420,000,000, $140,000,000, and $270,000,000, net of cash acquired, during the years ended December 31, 2016, 2015, and 2014, respectively. These acquisitions are considered individually immaterial, as well as immaterial in the aggregate.(including GPC Asia Pacific), Industrial Group, and Electrical/Electronic Materials Group for approximately $650,000,000, net of cash acquired. During 2012, the Company acquired one company in the Automotive Group (Quaker City Motor Parts Co.) for approximately $343,000,000, net of cash acquired. During 2011, the Company acquired threefive companies in the Industrial Group, two companies in the Office Products Group, and one company in the Electrical/Electronic Materials Group. The purchase price for these nineteen acquisitions was approximately $370,000,000, net of cash acquired.$115,600,000.$950,000,000, $230,000,000$260,000,000, $90,000,000 and $78,210,000$200,000,000 of goodwill and other intangible assets associated with the 2013, 2012,2016, 2015, and 20112014 acquisitions, respectively.20132016 acquisitions, other intangible assets acquired consisted of customer relationships of $235,000,000,$112,000,000 and trademarks of $141,000,000, and non-competition agreements of $4,000,000$28,000,000 with weighted average amortization lives of 15, 40,17 and 135 years, respectively. For the 20122015 acquisitions, other intangible assets acquired consisted of customer relationships of $108,000,000 and trademarks of $2,000,000,$39,000,000 with weighted average amortization lives of 15 and 40 years, respectively.years. For the 20112014 acquisitions, other intangible assets acquired consisted of customer relationships of $37,378,000,$82,000,000 and trademarks of $12,100,000, and non-competition agreements of $650,000,$28,000,000 with weighted average amortization lives of 15,18 and 40 and 5 years, respectively.Additional disclosures on the 2013 automotive acquisition of GPC Asia Pacific and the 2012 automotive acquisition of Quaker City Motor Parts Co. are provided below.GPC Asia PacificThe Company acquired a 30% investment in GPC Asia Pacific, formerly known as the Exego Group, for approximately $166,000,000 effective January 1, 2012. On April 1, 2013, the Company acquired the remaining 70% interest in GPC Asia Pacific for approximately $590,000,000, net of cash acquired of $70,000,000, and theF-26assumption of approximately $230,000,000 in debt. The acquisition was financed using a combination of cash on hand and borrowings under existing credit facilities. GPC Asia Pacific, which is headquartered in Melbourne, Australia, is a leading aftermarket distributor of automotive replacement parts and accessories in Australasia, with annual revenues of approximately $1,100,000,000 and a company-owned store footprint of more than 460 locations across Australia and New Zealand. This acquisition provides an opportunity for the Company to participate in the ongoing and significant growth opportunities in the Australasian aftermarket.The Company recognized certain one-time positive purchase accounting pre-tax adjustments of approximately $33,000,000, or $0.21 net of taxes on a per share diluted basis, as a result of the acquisition. The net one-time purchase accounting adjustments consisted of a gain of approximately $59,000,000 related to remeasuring the 30% investment in GPC Asia Pacific held before the business combination to fair value, the post-closing sale of acquired inventory written up to fair value of $21,000,000 as part of the purchase price allocation, and certain negative adjustments of approximately $5,000,000.Prior to the 70% acquisition, the Company accounted for the 30% investment under the equity method of accounting. The acquisition-date fair value of the 30% investment was approximately $234,000,000 and is included in the measurement of the consideration transferred. The difference between the acquisition-date fair value and the carrying amount of the equity method investment resulted in the recognition of a gain of approximately $59,000,000 on the acquisition date. The acquisition-date fair value was determined using a market and income approach with the assistance of a third party valuation firm.As part of the allocation of purchase price described below, acquired inventory was written up to fair value, which was approximately $21,000,000 above the cost of the acquired inventory. Based on the inventory turn of the acquired inventories, the entire write-up was recognized in cost of goods sold during 2013.The net $54,000,000 of one-time gain and other adjustments are included in the line item “Selling, administrative & other expenses” and the acquired inventory adjustment of $21,000,000 is included in “Cost of goods sold” in the consolidated statements of income and comprehensive income.The acquisition date fair value of the consideration transferred totaled approximately $824,000,000, net of cash acquired of $70,000,000, which consisted of the following: April 1, 2013 (In Thousands) $ 590,000 234,000 $ 824,000 F-27Index to Financial StatementsGenuine Parts Company and SubsidiariesNotes to Consolidated Financial Statements — (Continued)The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The Company is in the process of analyzing the estimated values of assets and liabilities acquired as of the acquisition date and is obtaining third-party valuations of certain intangible assets. The allocation of the purchase price is therefore preliminary and subject to revision. April 1, 2013 (In Thousands) $ 94,000 306,000 32,000 59,000 347,000 24,000 862,000 (223,000 ) (230,000 ) (117,000 ) (570,000 ) 292,000 532,000 $ 824,000 The acquired intangible assets of approximately $347,000,000 were provisionally assigned to customer relationships of $202,000,000, trademarks of $141,000,000, and non-compete agreements of $4,000,000, with weighted average amortization lives of 16, 40, and 1 year, respectively, for a total weighted average amortization life of 26 years. The fair value of the acquired identifiable intangible assets is provisional pending completion of the final valuations for these assets.The estimated goodwill recognized as part of the acquisition is not tax deductible and has been assigned to the automotive segment. The goodwill is attributable primarily to expected synergies and the assembled workforce of GPC Asia Pacific.The amounts of net sales and earnings of GPC Asia Pacific included in the Company’s consolidated statements of income and comprehensive income from April 1, 2013 to 2013 were approximately $839,000,000 in net sales and net income of $0.43 on a per share diluted basis, respectively.The unaudited pro forma consolidated statements of income and comprehensive income of the Company as if GPC Asia Pacific had been included in the consolidated results of the Company for the years ended December 31, 2013 and 2012 would be estimated at $14,400,000,000 and $14,100,000,000 in net sales, respectively, and net income of $4.42 and $4.53 on a per share diluted basis, respectively. The pro forma information is not necessarily indicative of the results of operations that we would have reported had the transaction actually occurred at the beginning of these periods, nor is it necessarily indicative of future results.The adjustments to the pro forma amounts include, but are not limited to, applying the Company’s accounting policies, amortization related to fair value adjustments to intangible assets, one-time purchase accounting adjustments, interest expense on acquisition related debt, and any associated tax effects.F-282016
Genuine Parts Company and Subsidiaries10.Notes to Consolidated Financial Statements — (Continued)Segment DataQuaker City Motor PartsOn May 1, 2012 the Company acquired Quaker City Motor Parts Co. (“Quaker City”) for $343,000,000, net of cash acquired. Quaker City, headquartered in Middleton, Delaware, is a long-standing NAPA distributor with annual revenues of approximately $300,000,000. Quaker City serves approximately 260 auto parts stores, of which approximately 135 are company-owned. The Company funded the acquisition with cash on hand and short-term borrowings under credit facilities.10.Segment Data$193,400,000, $115,200,000$139,900,000, $118,800,000 and $106,000,000$138,900,000 of income before income taxes was generated in jurisdictions outside the United States for the years ended December 31, 2013, 2012,2016, 2015, and 2011,2014, respectively. Net sales and net long-lived assetsproperty, plant and equipment by country relate directly to the Company’s operations in the respective country. Corporate assets are principally cash and cash equivalents and headquarters’ facilities and equipment.F-29Index to Financial StatementsGenuine Parts Company and SubsidiariesNotes to Consolidated Financial Statements — (Continued) 2013 2012 2011 2010 2009 (In Thousands) $ 7,489,186 $ 6,320,882 $ 6,061,424 $ 5,608,101 $ 5,225,389 4,429,976 4,453,574 4,173,574 3,521,863 2,885,782 1,638,618 1,686,690 1,689,368 1,641,963 1,639,018 568,872 582,820 557,537 449,770 345,808 (48,809 ) (30,098 ) (23,026 ) (14,108 ) (38,485 ) $ 14,077,843 $ 13,013,868 $ 12,458,877 $ 11,207,589 $ 10,057,512 $ 641,492 $ 540,678 $ 467,806 $ 421,109 $ 387,945 320,720 352,119 337,628 255,616 162,353 122,492 134,441 134,124 131,746 126,104 47,584 50,910 40,663 30,910 25,254 1,132,288 1,078,148 980,221 839,381 701,656 (24,330 ) (19,619 ) (24,608 ) (26,598 ) (27,112 ) (34,667 ) (26,606 ) (58,033 ) (46,263 ) (26,735 ) (28,987 ) (12,991 ) (6,774 ) (4,737 ) (3,644 ) $ 1,044,304 $ 1,018,932 $ 890,806 $ 761,783 $ 644,165 $ 4,009,244 $ 3,411,252 $ 3,218,931 $ 3,177,644 $ 3,148,876 1,162,697 1,130,877 1,100,024 955,241 865,431 708,944 731,564 700,720 694,166 619,612 156,780 137,237 129,933 113,757 76,716 353,276 898,292 773,391 637,871 445,705 1,289,356 497,839 279,775 209,548 171,532 $ 7,680,297 $ 6,807,061 $ 6,202,774 $ 5,788,227 $ 5,327,872 F-30 2013 2012 2011 2010 2009 (In Thousands) $ 76,238 $ 60,630 $ 60,252 $ 63,942 $ 65,554 8,751 8,307 7,495 7,208 7,611 10,166 10,837 9,999 9,737 9,685 1,904 1,733 1,554 1,414 1,666 7,911 3,885 2,862 2,294 2,251 28,987 12,991 6,774 4,737 3,644 $ 133,957 $ 98,383 $ 88,936 $ 89,332 $ 90,411 $ 97,735 $ 67,482 $ 61,795 $ 46,888 $ 53,911 8,808 13,015 9,851 4,307 2,987 9,297 16,013 22,036 29,866 5,782 1,730 1,029 1,762 1,957 676 6,493 4,448 8,025 2,361 6,089 $ 124,063 $ 101,987 $ 103,469 $ 85,379 $ 69,445 $ 11,594,713 $ 11,299,291 $ 10,791,303 $ 9,793,820 $ 8,935,651 1,560,799 1,616,921 1,571,733 1,327,552 1,078,799 839,353 — — — — 131,787 127,754 118,867 100,325 81,547 (48,809 ) (30,098 ) (23,026 ) (14,108 ) (38,485 ) $ 14,077,843 $ 13,013,868 $ 12,458,877 $ 11,207,589 $ 10,057,512 $ 503,882 $ 466,473 $ 411,193 $ 398,318 $ 402,937 99,135 93,496 84,210 80,978 78,502 60,614 — — — — 6,430 6,396 4,801 4,834 3,585 $ 670,061 $ 566,365 $ 500,204 $ 484,130 $ 485,024 F-31 2016 2015 2014 2013 2012 (In Thousands) Net sales: Automotive $ 8,111,511 $ 8,015,098 $ 8,096,877 $ 7,489,186 $ 6,320,882 Industrial 4,634,212 4,646,689 4,771,080 4,429,976 4,453,574 Office products 1,969,405 1,937,629 1,802,754 1,638,618 1,686,690 Electrical/electronic materials 715,650 750,770 739,119 568,872 582,820 Other (91,065 ) (70,142 ) (68,183 ) (48,809 ) (30,098 ) Total net sales $ 15,339,713 $ 15,280,044 $ 15,341,647 $ 14,077,843 $ 13,013,868 Operating profit: Automotive $ 715,154 $ 729,152 $ 700,386 $ 641,492 $ 540,678 Industrial 336,608 339,180 370,043 320,720 352,119 Office products 117,035 140,866 133,727 122,492 134,441 Electrical/electronic materials 60,539 70,151 64,884 47,584 50,910 Total operating profit 1,229,336 1,279,349 1,269,040 1,132,288 1,078,148 Interest expense, net (19,525 ) (20,354 ) (24,192 ) (24,330 ) (19,619 ) Corporate expense (94,601 ) (100,436 ) (90,242 ) (34,667 ) (26,606 ) Intangible asset amortization (40,870 ) (34,878 ) (36,867 ) (28,987 ) (12,991 ) Income before income taxes $ 1,074,340 $ 1,123,681 $ 1,117,739 $ 1,044,304 $ 1,018,932 Assets: Automotive $ 4,601,150 $ 4,293,290 $ 4,275,298 $ 4,009,244 $ 3,411,252 Industrial 1,292,063 1,143,952 1,224,735 1,162,697 1,130,877 Office products 907,119 831,546 835,592 708,944 731,564 Electrical/electronic materials 203,334 191,866 196,400 156,780 137,237 Corporate 281,071 322,323 327,623 353,276 898,292 Goodwill and other intangible assets 1,574,663 1,361,794 1,386,590 1,289,356 497,839 Total assets $ 8,859,400 $ 8,144,771 $ 8,246,238 $ 7,680,297 $ 6,807,061 2016 2015 2014 2013 2012 (In Thousands) Depreciation and amortization: Automotive $ 65,372 $ 70,112 $ 77,645 $ 76,238 $ 60,630 Industrial 10,371 9,960 9,906 8,751 8,307 Office products 11,398 10,922 10,728 10,166 10,837 Electrical/electronic materials 2,967 2,933 2,658 1,904 1,733 Corporate 16,509 12,870 10,509 7,911 3,885 Intangible asset amortization 40,870 34,878 36,867 28,987 12,991 Total depreciation and amortization $ 147,487 $ 141,675 $ 148,313 $ 133,957 $ 98,383 Capital expenditures: Automotive $ 73,339 $ 77,504 $ 78,537 $ 97,735 $ 67,482 Industrial 27,383 13,998 12,442 8,808 13,015 Office products 12,072 12,323 11,135 9,297 16,013 Electrical/electronic materials 5,710 2,824 3,003 1,730 1,029 Corporate 42,139 2,895 2,564 6,493 4,448 Total capital expenditures $ 160,643 $ 109,544 $ 107,681 $ 124,063 $ 101,987 Net sales: United States $ 12,822,320 $ 12,843,078 $ 12,565,329 $ 11,594,713 $ 11,299,291 Canada 1,390,979 1,395,695 1,583,075 1,560,799 1,616,921 Australasia 1,104,511 992,064 1,133,620 839,353 — Mexico 112,968 119,349 127,806 131,787 127,754 Other (91,065 ) (70,142 ) (68,183 ) (48,809 ) (30,098 ) Total net sales $ 15,339,713 $ 15,280,044 $ 15,341,647 $ 14,077,843 $ 13,013,868 Net property, plant, and equipment: United States $ 561,164 $ 495,073 $ 495,452 $ 503,882 $ 466,473 Canada 81,260 79,023 98,939 99,135 93,496 Australasia 79,413 65,289 65,707 60,614 — Mexico 6,287 8,832 10,004 6,430 6,396 Total net property, plant, and equipment $ 728,124 $ 648,217 $ 670,102 $ 670,061 $ 566,365 Balance at
Beginning
of Period Charged
to Costs
and Expenses Deductions(1) Balance at
End
of Period $ 15,598,912 $ 13,247,731 $ (11,930,188 ) $ 16,916,455 $ 16,916,455 $ 8,046,605 $ (5,782,870 ) $ 19,180,190 $ 19,180,190 $ 8,691,000 $ (13,448,190 ) $ 14,423,000 Deductions(1) Year ended December 31, 2014: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts $ 14,423,000 $ 7,192,000 $ (9,779,000 ) $ 11,836,000 Year ended December 31, 2015: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts $ 11,836,000 $ 12,373,000 $ (13,516,000 ) $ 10,693,000 Year ended December 31, 2016: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts $ 10,693,000 $ 11,515,000 $ (6,651,000 ) $ 15,557,000 (1) Doubtful accounts written off, net of recoveries.
S-1
ANNUAL REPORT ON FORM 10-KINDEX OF EXHIBITSThe following exhibits are filed (or furnished, if so indicated) herewith as a part of this Report:21 Subsidiaries of the Company. 23 Consent of Independent Registered Public Accounting Firm. 31.1 Certification signed by the Chief Executive Officer pursuant to SEC Rule 13a-14(a). 31.2 Certification signed by the Chief Financial Officer pursuant to SEC Rule 13a-14(a). 32.1 Statement of Chief Executive Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.2 Statement of Chief Financial Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 101 Interactive data files pursuant to Rule 405 of Regulation S-T.
The following exhibits are incorporated by reference as set forth in Item 15 of this Form 10-K:— 3.1 Amended and Restated Articles of Incorporation of the Company, amended April 23, 2007. — 3.2 By-Laws of the Company as amended and restated November 18, 2013. — 4.2 Specimen Common Stock Certificate.
Instruments with respect to long-term debt where the total amount of securities authorized there under does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis have not been filed. The Registrant agrees to furnish to the Commission a copy of each such instrument upon request.— 10.1* The Genuine Parts Company Restated Tax-Deferred Savings Plan, effective January 1, 1993. — 10.2* Amendment No. 1 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 1, 1996, effective June 1, 1996. — 10.3* Genuine Parts Company Death Benefit Plan, effective July 15, 1997.— 10.4* Amendment No. 2 to the Genuine Parts Company Tax-Deferred Savings Plan, dated April 19, 1999, effective April 19, 1999. — 10.5* The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August 19, 1996.— 10.6*Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999.— 10.7*10.4* Amendment No. 3 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2001, effective July 1, 2001. — 10.8* Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001.— 10.9*10.5* Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 5, 2003, effective June 5, 2003. — 10.10* Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003.— 10.11*10.6* Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan.Plan, dated December 28, 2005, effective January 1, 2006. — 10.12* Amendment No. 2 to the Genuine Parts Company Death Benefit Plan.— 10.13*Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006.
Index to Financial Statements
— 10.14*Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006.— 10.15*Amendment No. 1 to the Genuine Parts Company Directors’ Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008.— 10.16*10.7* Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2007, effective January 1, 2008. — 10.17*10.8* Amendment No. 27 to the Genuine Parts Company 2006 Long-Term IncentiveTax-Deferred Savings Plan, dated November 19, 2007,16, 2010, effective November 19, 2007.January 1, 2011. — 10.9* Amendment No. 8 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012. — 10.10* The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August 19, 1996.
— 10.18*10.11* Amendment to the Genuine Parts Company Performance Restricted Stock Unit Award Agreement.Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999. — 10.19* Genuine Parts Company Restricted Stock Unit Award Agreement.— 10.20*Form of Amended and Restated Change in Control Agreement.— 10.21*10.12* Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009. — 10.22* Genuine Parts Company 2009 Annual Incentive Bonus Plan, dated March 31, 2009, effective January 1, 2009.— 10.23*10.13* Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated August 16, 2010, effective August 16, 2010. — 10.24*10.14* Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated November 16, 2010, effective January 1, 2011. — 10.25*10.15* Amendment No. 73 to the Genuine Parts Company Tax-Deferred SavingsSupplemental Retirement Plan, as amended and restated as of January 1, 2009, dated December 7, 2012, effective December 31, 2013. — 10.16* Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003. — 10.17* Amendment No. 1 to the Genuine Parts Company Directors’ Deferred Compensation Plan, dated November 16, 2010,19, 2007, effective January 1, 2011.2008. — 10.26* Description of Director Compensation.— 10.27*10.18* Amendment No. 2 to the Genuine Parts Company Director’s Deferred Compensation Plan, dated December 7, 2012, effective December 7, 2012.2012 — 10.28*10.19* Description of Director Compensation. — 10.20* Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001. — 10.21* Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006. — 10.22* Amendment No. 8 to the Genuine Parts Company Tax-Deferred Savings2006 Long-Term Incentive Plan, dated December 7, 2012,November 20, 2006, effective December 7, 2012.November 20, 2006. — 10.29*10.23* Amendment No. 32 to the Genuine Parts Company Supplemental Retirement2006 Long-Term Incentive Plan, as amended and restated January 1, 2009, dated December 7, 2012,November 19, 2007, effective December 31, 2013.November 19, 2007. — 10.30*10.24* Form of amendment to the Amended and Restated Change in Control Agreement.Genuine Parts Company 2015 Incentive Plan, effective November 17, 2014.— 10.31*10.25* Genuine Parts Company Performance Restricted Stock Unit Award Agreement. — 10.26* Genuine Parts Company Restricted Stock Unit Award Agreement. — 10.27* Genuine Parts Company Stock Appreciation Rights Agreement. — 10.28* Form of Executive Officer Change in Control Agreement.
* Indicates management contracts and compensatory plans and arrangements.
Index to Financial StatementsBOARD OF DIRECTORS AND OFFICERS OF THE COMPANY
Board of Directors
Dr. Mary B. Bullock
Executive Vice Chancellor of Duke Kunshan University and President Emerita of Agnes Scott CollegePaul D. Donahue
PresidentJean Douville
Chairman of the Board of Directors of UAP Inc.Thomas C. Gallagher
Chairman and Chief Executive OfficerGeorge C. “Jack” Guynn
Retired President and Chief Executive Officer of the Federal Reserve Bank of AtlantaJohn R. Holder
Chairman and Chief Executive Officer of Holder PropertiesJohn D. Johns
Chairman, President & Chief Executive Officer of Protective Life CorporationMichael M. E. Johns, MD
Professor, Emory School of Medicine and Rollins School of Public Health; Chancellor and Executive Vice President of Health Affairs Emeritus, Emory University
Robert C. “Robin” Loudermilk, Jr.
President and Chief Executive Officer of The Loudermilk Companies, LLCWendy B. Needham
Retired Managing Director, Global Automotive Research at Credit Suisse First BostonJerry W. Nix
Retired Chief Financial OfficerGary W. Rollins
Vice Chairman and Chief Executive Officer of Rollins Inc.Corporate Officers
Thomas C. Gallagher
Chairman and Chief Executive OfficerPaul D. Donahue
PresidentCarol B. Yancey
Executive Vice President, Chief Financial Officer and Corporate SecretaryTreg S. Brown
Senior Vice President — Planning and AcquisitionsCharles A. Chesnutt
Senior Vice President — Technology and Process ImprovementR. Bruce Clayton
Senior Vice President — Human ResourcesFrank M. Howard
Senior Vice President and TreasurerJames R. Neill
Senior Vice President — Employee Development and Human Resource ServicesMichael D. Orr
Senior Vice President — Operations and LogisticsScott C. Smith
Senior Vice President — Corporate CounselLisa K. Hamilton
Vice President — Benefits and CommunicationsDavid A. Haskett
Vice President and Corporate ControllerPhilip C. Johnson
Vice President — CompensationSidney G. Jones
Vice President — Investor RelationsKarl J. Koenig
Vice President — Real Estate and ConstructionNapoleon B. Rutledge, Jr.
Vice President and Assistant TreasurerEric N. Sundby
Vice President — Information TechnologyMatthew P. Brigham
Assistant Vice President — Treasury ServicesChristopher T. Galla
Assistant Vice President and Senior CounselJessica E. Morgan
Assistant Vice President — Risk ManagementChristine E. Powell
Assistant Vice President — Financial AnalysisRobert L. Swann
Assistant Vice President — Internal Audit and ComplianceJennifer L. Ellis
Associate Counsel and Assistant SecretaryU.S. Automotive Parts Group
Paul D. Donahue
PresidentLee A. Maher
Executive Vice President and Chief Operating OfficerGlenn M. Chambers
Executive Vice President — OperationsScott W. LeProhon
Executive Vice President — Merchandising and Product StrategyDaniel F. Askey
Senior Vice President — SalesTodd P. Helms
Senior Vice President — Human ResourcesGregory N. Miller
Senior Vice President and Chief Financial OfficerJ. Richard Borman
Vice President — Supply Chain and LogisticsMichael A. Briggs
Vice President — Retail Product Management and MerchandisingByron H. Frantz
Vice President — Wholesale Product ManagementMichael J. Fusaro
Vice President — Process Improvement — DistributionRichard A. Geiger
Vice President — FinanceMark W. Hohe
Vice President — Store OperationsKaren E. Kreider
Vice President and Chief Information OfficerJett W. Kuntz
Vice President — Integrated Business SolutionsDavid B. Nicki
Vice President — NAPA Tools and Equipment SalesJ. Michael Phillips
Vice President — Organizational DevelopmentBret A. Robyck
Vice President — AutoCare SalesVickie S. Smith
Vice President — Human ResourcesGaylord M. Spencer
Vice President — Marketing StrategyMichael L. Swartz
Vice President — Inventory & ProcurementDennis P. Tolivar
Vice President — Major Accounts
Index to Financial Statements
Divisions
M. Todd McMurtrie
Vice President — Atlantic DivisionGrant L. Morris
Vice President — Central DivisionMichael J. Kelleher
Vice President — Eastern DivisionGregg T. Sargent
Vice President — Florida OperationsKevin E. Herron
Vice President — Midwest DivisionEric G. Fritsch
Vice President — Mountain DivisionChristopher R. Agostino
Vice President — Quaker City DivisionPatrick A. Wolfe
Vice President — Southern DivisionStuart A. Kambury
Vice President — Southwest DivisionBradley A. Shaffer
Vice President — Western DivisionHeavy Vehicle Parts Group (Atlanta, GA)
D. Gary Silva
PresidentGreg A. Lancour
Vice President — OperationsRayloc (Atlanta, GA)
William J. Westerman III
PresidentMichael S. Gaffney II
Vice President — OperationsChris C. Koenigshof
Vice President — Human ResourcesJoseph W. Lashley
Vice President — Information ServicesScott J. Rolf
Vice President — Sales and MarketingBalkamp, Inc. (Indianapolis, IN)
D. Tip Tollison
PresidentFrank C. Amato
Executive Vice PresidentMary F. Knudsen
Vice President — Finance and TreasurerGrupo Auto Todo (Puebla, Mexico)
Juan Lujambio
President and Chief Executive OfficerJorge Otero
Executive Vice President — FinanceJuan Quintal
Vice President and General Manager NAPA MexicoAltrom Import Parts Group (Vancouver, Canada)
Patrick K. Nichol
PresidentNAPA Canada/UAP Inc. (Montreal, Canada)
Jean Douville
Chairman of the BoardRobert Hattem
President and Chief Executive OfficerSylvie Leduc
Executive Vice President — Heavy Vehicle Parts DivisionAlain Masse
Executive Vice President — NAPA OperationsJohn Buckley
Senior Regional Vice President — Auto Parts DivisionDaniel Dallaire
Vice President — Human ResourcesJoseph P. Herauf
Vice President — SalesThomas Hunt
Vice President — Product DevelopmentMark Miron
Vice President — Distribution and LogisticsFrank Pipito
Vice President — Finance and SecretaryGPC Asia Pacific (Melbourne, Australia)
John L. Moller
Managing DirectorMark G. Brunton
Executive General Manager — Repco New ZealandWayne F. Bryant
Executive General Manager — Repco Australia, Sales and OperationsRob Cameron
Executive General Manager — Automotive Specialist GroupGary T. Dunwell
Executive General Manager — Repco Australia, Merchandising and Strategic MarketingCary D. Laverty
Executive General Manager — Legal and CommercialLincoln P. McFayden
Executive General Manager — McLeod AccessoriesJ. Scott Mosteller
Executive General Manager — Logistics and TechnologyCraig Sandiford
Executive General Manager — Human ResourcesMark B. Sookias
Executive General Manager — MotospecsJulian Buckley
Chief Financial Officer
Index to Financial Statements
EIS, Inc. (Atlanta, GA)
Robert W. Thomas
President and Chief Executive OfficerAlexander Gonzalez
Senior Vice President — Electrical and ElectronicsLarry L. Griffin
Senior Vice President — Fabrication and CoatingWilliam C. Knight
Senior Vice President — Logistics and OperationsPeter F. Sheehan
Senior Vice President — Specialty Wire and CableMatthew C. Tyser
Senior Vice President — Finance and SecretaryDerek B. Goshay
Vice President — Human ResourcesMotion Industries (Birmingham, AL)
William J. Stevens
Chairman and Chief Executive OfficerTimothy P. Breen
President and Chief Operating OfficerG. Harold Dunaway, Jr.
Executive Vice President — Finance & Administration and SecretaryAustin W. Amos
Senior Vice President & Group Executive — MidwestRandall P. Breaux
Senior Vice President — Marketing, Strategic Planning and Product SupportRichard W. Burmester
Senior Vice President & Group Executive — SouthwestAnthony G. Cefalu
Senior Vice President & Group Executive — Central and Hose & RubberEllen H. Holladay
Senior Vice President, Chief Information Officer and Operational Excellence OfficerScott A. MacPherson
Senior Vice President — SalesMark W. Sheehan
Senior Vice President — OEM, Global Sourcing, Automation & Process PumpsGerald V. Sourbeer
Senior Vice President & Group Executive — SoutheastKevin P. Storer
Senior Vice President & Group Executive — West and President — Motion MexicoMark R. Thompson
Senior Vice President — Corporate AccountsRandy R. Till
Senior Vice President & Group Executive — EastDarryl J. Britain
Vice President — Technology Process, Support and CommunicationsFrederick H. “Ted” Cowie
Vice President — Sales — Safety ProductsZahirudin K. Hameer
Vice President — Inventory ManagementBilly W. Hamilton
Vice President — Human ResourcesM. Keith Knight
Vice President — Business SystemsN. Joe Limbaugh
Vice President — OperationsDouglas R. Osborne
Vice President — MI ServicesC. Jeff Rouse
Vice President — Government Sales and ExportBrandon C. Scordino
Vice President — Technology Planning and DevelopmentJames R. Summers
Vice President — Systems Assurance & Data Center OperationsJ. Marvin Walker
Vice President — FinanceJames F. Williams
Vice President — Corporate Purchasing and Distribution CentersMichael D. Harper
TreasurerDermot R. Strong
President — Motion CanadaS. P. Richards Company (Atlanta, GA)
C. Wayne Beacham
Chairman of the Board and Chief Executive OfficerRichard T. Toppin
President and Chief Operating OfficerSteven E. Lynn
Senior Vice President — MerchandisingG. Henry Martin
Senior Vice President — Human ResourcesDonald C. Mikolasy
Senior Vice President — SalesJames F. O’Brien
Senior Vice President — MarketingJ. Phillip Welch, Jr.
Senior Vice President — Finance and CFODennis J. Arnold
Vice President — FurnitureJohn K. Burgess
Vice President — SalesThomas E. Dunmon, Jr.
Vice President — Finance and ControllerDennis J. Flynn
Vice President — Supply ChainE. Chadwick Lee
Vice President — New Market DevelopmentCharles E. Macpherson
Vice President — Strategic PricingTom C. Maley
Vice President — Business Development & AnalyticsBrian M. McGill
Vice President — Information Technology & CIOJames C. Moseley
Vice President — Information SystemsJohn R. Reagan
Vice President — MerchandisingJason R. Smith
Vice President — Sales — Emerging MarketsThomas M. Testa
Vice President — SalesChris F. Whiting
Vice President — Cleaning and Breakroom SupplyBryan A. Wight
Vice President — Sales — Independent Dealer ChannelLester P. Christian
Vice President — Southeast DivisionBryan T. Hall
Vice President — South Central DivisionGregory L. Nissen
Vice President — Western DivisionRay J. Sreca
Vice President — Northeast DivisionRichard A. Wiltz
Vice President — North Central DivisionPeter R. Dalglish
Managing Director — S. P. Richards Canada
Index to Financial Statements
S-4
| 21 | Subsidiaries of the Company. | |
| 23 | Consent of Independent Registered Public Accounting Firm. | |
| 31.1 | Certification signed by the Chief Executive Officer pursuant to SEC Rule 13a-14(a). | |
| 31.2 | Certification signed by the Chief Financial Officer pursuant to SEC Rule 13a-14(a). | |
| 32.1 | Statement of Chief Executive Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | |
| 32.2 | Statement of Chief Financial Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T. | |
| — 3.1 | Amended and Restated Articles of Incorporation of the Company, amended April 23, 2007. | |
| — 3.2 | By-Laws of the Company as amended and restated November 18, 2013. | |
| — 4.2 | Specimen Common Stock Certificate. | |
| — 10.1* | The Genuine Parts Company | |
| — 10.2* | Amendment No. 1 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 1, 1996, effective June 1, 1996. | |
| — 10.3* | ||
| Amendment No. 2 to the Genuine Parts Company Tax-Deferred Savings Plan, dated April 19, 1999, effective April 19, 1999. | ||
| — | ||
| Amendment No. 3 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2001, effective July 1, 2001. | ||
| — | ||
| Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 5, 2003, effective June 5, 2003. | ||
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| Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings | ||
| — | ||
Index to Financial Statements
| Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2007, effective January 1, 2008. | ||
| — | Amendment No. | |
| — 10.9* | Amendment No. 8 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012. | |
| — 10.10* | The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August 19, 1996. | |
| — | Amendment to the Genuine Parts Company | |
| — | ||
| Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009. | ||
| — | ||
| Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated August 16, 2010, effective August 16, 2010. | ||
| — | Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated November 16, 2010, effective January 1, 2011. | |
| — | Amendment No. | |
| — 10.16* | Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003. | |
| — 10.17* | Amendment No. 1 to the Genuine Parts Company Directors’ Deferred Compensation Plan, dated November | |
| — | ||
| Amendment No. 2 to the Genuine Parts Company Director’s Deferred Compensation Plan, dated December 7, 2012, effective December 7, | ||
| — | Description of Director Compensation. | |
| — 10.20* | Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001. | |
| — 10.21* | Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006. | |
| — 10.22* | Amendment | |
| — | Amendment No. | |
| — | ||
| — | Genuine Parts Company Performance Restricted Stock Unit Award Agreement. | |
| — 10.26* | Genuine Parts Company Restricted Stock Unit Award Agreement. | |
| — 10.27* | Genuine Parts Company Stock Appreciation Rights Agreement. | |
| — 10.28* | Form of Executive Officer Change in Control Agreement. | |
| * | Indicates management contracts and compensatory plans and arrangements. |
BOARD OF DIRECTORS AND OFFICERS OF THE COMPANY
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Index to Financial Statements
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Index to Financial Statements