Table of Contents


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
FORM 10-Q
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017March 31, 2019
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 1-5690
  __________________________________________
GENUINE PARTS COMPANY
(Exact name of registrant as specified in its charter)
   __________________________________________
GEORGIA 58-0254510
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
   
2999 WILDWOOD PARKWAY,
ATLANTA, GA
 30339
(Address of principal executive offices) (Zip Code)
678-934-5000
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý  Accelerated filer ¨
      
Non-accelerated filer 
o  (Do not check if a smaller reporting company)
  Smaller reporting company ¨
       
Emerging growth company 
o
    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class Outstanding at September 30, 2017March 31, 2019
Common Stock, $1.00 par value per share 146,613,496 Shares146,063,911
 


Table of Contents
Page


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
GENUINE PARTS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
September 30, 2017 December 31, 2016
(unaudited)  
(in thousands, except share
and per share data)
ASSETS   
CURRENT ASSETS:   
(in thousands, except share and per share data) 
March 31, 2019
 December 31, 2018
Assets    
Current assets:    
Cash and cash equivalents$210,082
 $242,879
 $356,925
 $333,547
Trade accounts receivable, less allowance for doubtful accounts (2017 – $19,214; 2016 – $15,557)2,155,948
 1,938,562
Trade accounts receivable, less allowance for doubtful accounts (2019 – $27,443; 2018 – $21,888) 2,741,916
 2,493,636
Merchandise inventories, net3,354,178
 3,210,320
 3,684,580
 3,609,389
Prepaid expenses and other current assets596,400
 556,670
 1,102,970
 1,139,118
TOTAL CURRENT ASSETS6,316,608
 5,948,431
Total current assets 7,886,391
 7,575,690
Goodwill1,059,637
 956,153
 2,192,143
 2,128,776
Other intangible assets, less accumulated amortization653,932
 618,510
 1,449,852
 1,411,642
Deferred tax assets122,797
 132,652
 21,178
 29,509
Property, plant and equipment, less accumulated depreciation (2019 – $1,247,743; 2018 – $1,208,694) 1,044,788
 1,027,231
Operating lease assets 953,553
 
Other assets581,047
 475,530
 522,625
 510,192
Property, plant and equipment, less accumulated depreciation (2017 – $1,018,211; 2016 – $960,999)760,213
 728,124
TOTAL ASSETS$9,494,234
 $8,859,400
LIABILITIES AND EQUITY   
CURRENT LIABILITIES:   
Total assets $14,070,530
 $12,683,040
    
Liabilities and equity    
Current liabilities:    
Trade accounts payable$3,275,155
 $3,081,111
 $4,058,211
 $3,995,789
Current portion of debt595,000
 325,000
 1,032,382
 711,147
Dividends payable98,959
 97,584
 111,355
 105,369
Income taxes payable26,666
 6,354
Other current liabilities806,887
 734,101
 1,343,386
 1,088,428
TOTAL CURRENT LIABILITIES4,802,667
 4,244,150
Total current liabilities 6,545,334
 5,900,733
Long-term debt550,000
 550,000
 2,389,244
 2,432,133
Operating lease liabilities 716,677
 
Pension and other post–retirement benefit liabilities260,243
 341,510
 222,415
 235,228
Deferred tax liabilities50,106
 48,326
 194,178
 196,843
Other long-term liabilities441,090
 468,058
 429,850
 446,112
EQUITY:   
Preferred stock, par value – $1 per share   
Authorized – 10,000,000 shares; none issued-0-

-0-
Common stock, par value – $1 per share   
Authorized – 450,000,000 shares; issued and outstanding – 2017 – 146,613,496 shares; 2016 – 148,410,422 shares146,613
 148,410
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 – 2019 – 146,063,911 shares; 2018 – 145,936,613 shares 146,064
 145,937
Additional paid-in capital66,152
 56,605
 77,424
 78,380
Retained earnings4,042,404
 4,001,734
 4,517,430
 4,341,212
Accumulated other comprehensive loss(876,934) (1,013,021) (1,189,987) (1,115,078)
TOTAL PARENT EQUITY3,378,235
 3,193,728
Total parent equity 3,550,931
 3,450,451
Noncontrolling interests in subsidiaries11,893
 13,628
 21,901
 21,540
TOTAL EQUITY3,390,128
 3,207,356
TOTAL LIABILITIES AND EQUITY$9,494,234
 $8,859,400
Total equity 3,572,832
 3,471,991
Total liabilities and equity $14,070,530
 $12,683,040
See accompanying notes to condensed consolidated financial statements.


GENUINE PARTS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended March 31,
2017 2016 2017 2016
(unaudited)
(in thousands, except per share data)
(in thousands, except per share data) 2019 2018
Net sales$4,095,906
 $3,941,743
 $12,101,725
 $11,559,648
 $4,736,833
 $4,586,294
Cost of goods sold2,869,016
 2,743,142
 8,479,402
 8,091,124
 3,228,665
 3,150,487
Gross profit1,226,890
 1,198,601
 3,622,323
 3,468,524
 1,508,168
 1,435,807
Operating expenses:           
Selling, administrative and other expenses940,259
 869,562
 2,717,416
 2,522,223
 1,197,220
 1,133,771
Depreciation and amortization40,276
 37,682
 117,640
 108,247
 61,977
 58,363
980,535
 907,244
 2,835,056
 2,630,470
       
Provision for doubtful accounts 3,969
 2,701
Total operating expenses 1,263,166
 1,194,835
Non-operating expenses (income):    
Interest expense 23,883
 24,109
Other 9,607
 (12,456)
Total non-operating expenses (income) 33,490
 11,653
Income before income taxes246,355
 291,357
 787,267
 838,054
 211,512
 229,319
Income taxes87,913
 106,031
 278,693
 303,334
 51,262
 52,743
Net income$158,442
 $185,326
 $508,574
 $534,720
 $160,250
 $176,576
Basic net income per common share$1.08
 $1.24
 $3.45
 $3.58
 $1.10
 $1.20
Diluted net income per common share$1.08
 $1.24
 $3.44
 $3.56
 $1.09
 $1.20
Dividends declared per common share$.6750
 $.6575
 $2.025
 $1.973
 $.7625
 $.7200
Weighted average common shares outstanding146,720
 148,899
 147,312
 149,243
 145,981
 146,727
Dilutive effect of stock options and non-vested restricted stock awards502
 828
 561
 781
 713
 595
Weighted average common shares outstanding – assuming dilution147,222
 149,727
 147,873
 150,024
 146,694
 147,322
    
Net income $160,250
 $176,576
Other comprehensive income, net of income taxes:    
Foreign currency translation adjustments 27,117
 42,880
Cash flow and net investment hedges adjustments, net of income taxes in 2019 and 2018 — $5,795 and $6,180 respectively 15,668
 (16,710)
Pension and postretirement benefit adjustments, net of income taxes in 2019 and 2018 — $1,788 and $2,648, respectively 4,832
 7,164
Other comprehensive income, net of income taxes 47,617
 33,334
Comprehensive income$202,897
 $201,981
 $644,661
 $599,828
 $207,867
 $209,910
See accompanying notes to condensed consolidated financial statements.

GENUINE PARTS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
  Three Months Ended March 31, 2019
(in thousands, except share and per share data) Common Stock Shares Common Stock Amount Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Parent Equity Non-controlling Interests in Subsidiaries Total Equity
January 1, 2019 145,936,613
 $145,937
 $78,380
 $(1,115,078) $4,341,212
 $3,450,451
 $21,540
 $3,471,991
Net income 
 
 
 
 160,250
 160,250
 
 160,250
Other comprehensive loss, net of tax (1) 
 
 
 47,617
 
 47,617
 
 47,617
Cash dividends declared, $0.7625 per share 
 
 
 
 (111,355) (111,355) 
 (111,355)
Share-based awards exercised, including tax benefit of $3,812 127,298
 127
 (6,966) 
 
 (6,839) 
 (6,839)
Share-based compensation 
 
 6,010
 
 
 6,010
 
 6,010
Cumulative effect from adoption of ASU 2018-02 (2) 
 
 
 (122,526) 122,526
 
 
 
Cumulative effect from adoption of ASU 2016-02, net of tax (2) 
 
 
 
 4,797
 4,797
 
 4,797
Noncontrolling interest activities 
 
 
 
 
 
 361
 361
March 31, 2019 146,063,911
 $146,064
 $77,424
 $(1,189,987) $4,517,430
 $3,550,931
 $21,901
 $3,572,832
  Three Months Ended March 31, 2018
(in thousands, except share and per share data) Common Stock Shares Common Stock Amount Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Parent Equity Non-controlling Interests in Subsidiaries Total Equity
January 1, 2018 146,652,615
 $146,653
 $68,126
 $(852,592) $4,049,965
 $3,412,152
 $52,004
 $3,464,156
Net income 
 
 
 
 176,576
 176,576
 
 176,576
Other comprehensive loss, net of tax 
 
 
 33,334
 
 33,334
 
 33,334
Cash dividends declared, $0.7200 per share 
 
 
 
 (105,649) (105,649) 
 (105,649)
Share-based awards exercised, including tax benefit of $2,517 85,188
 85
 (4,262) 
 
 (4,177) 
 (4,177)
Share-based compensation     3,686
 
 
 3,686
 
 3,686
Cumulative effect from adoption of ASU 2014-09, net of tax 
 
 
 
 (5,843) (5,843) 
 (5,843)
Noncontrolling interest activities 
 
 
 
 
 
 (702) (702)
March 31, 2018 146,737,803
 $146,738
 $67,550
 $(819,258) $4,115,049
 $3,510,079
 $51,302

$3,561,381

(1)Includes the effects of reclassifying realized currency losses of $27,037 out of accumulated other comprehensive loss into earnings in connection with the March 7, 2019 sale of Grupo Auto Todo. Refer to the accumulated other comprehensive loss footnote for further details.
(2)
The Company adopted Accounting Standards Update ("ASU") 2016-02, Leases, and ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, during the first quarter of 2019. Refer to the recent accounting pronouncements footnote for further details.
See accompanying notes to condensed consolidated financial statements.

GENUINE PARTS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended September 30, Three Months Ended March 31,
2017 2016
(unaudited)
(in thousands)
OPERATING ACTIVITIES:   
(in thousands) 2019 2018
Operating activities:    
Net income$508,574
 $534,720
 $160,250
 $176,576
Adjustments to reconcile net income to net cash provided by operating activities:       
Depreciation and amortization117,640
 108,247
 61,977
 58,363
Share-based compensation12,912
 15,362
 6,010
 3,686
Excess tax benefits from share-based compensation(2,504) (10,475) (3,812) (2,517)
Realized currency losses on divestiture 27,037
 
Changes in operating assets and liabilities(94,265) 93,498
 (189,732) (97,741)
NET CASH PROVIDED BY OPERATING ACTIVITIES542,357
 741,352
INVESTING ACTIVITIES:   
Net cash provided by operating activities 61,730
 138,367
Investing activities:    
Purchases of property, plant and equipment(97,181) (86,650) (45,621) (31,633)
Acquisitions and other investing activities(289,353) (365,545)
NET CASH USED IN INVESTING ACTIVITIES(386,534) (452,195)
FINANCING ACTIVITIES:   
Acquisition of businesses and other investing activities (138,417) (38,588)
Net cash used in investing activities (184,038) (70,221)
Financing activities:    
Proceeds from debt3,420,000
 3,020,000
 1,350,002
 1,201,441
Payments on debt(3,150,000) (2,870,000) (1,092,115) (1,153,750)
Share-based awards exercised(3,289) (11,942) (6,839) (4,176)
Excess tax benefits from share-based compensation
 10,475
Dividends paid(296,517) (288,909) (105,369) (99,000)
Purchases of stock(171,884) (143,810)
NET CASH USED IN FINANCING ACTIVITIES(201,690) (284,186)
EFFECT OF EXCHANGE RATE CHANGES ON CASH13,070
 8,575
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS(32,797) 13,546
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD242,879
 211,631
CASH AND CASH EQUIVALENTS AT END OF PERIOD$210,082
 $225,177
Net cash provided by (used in) financing activities 145,679
 (55,485)
Effect of exchange rate changes on cash and cash equivalents 7
 (1,587)
Net increase in cash and cash equivalents 23,378
 11,074
Cash and cash equivalents at beginning of period 333,547
 314,899
Cash and cash equivalents at end of period $356,925
 $325,973
See accompanying notes to condensed consolidated financial statements.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
Note A –1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the United StatesU.S. ("U.S. GAAP") for complete financial statements. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of Genuine Parts Company (the “Company”“Company,” "we," "our," "us," or "its") for the year ended December 31, 2016.2018. Accordingly, the unaudited interim condensed consolidated financial statements and related disclosures herein should be read in conjunction with the Company’s 20162018 Annual Report on Form 10-K.
The preparation of interim financial statements requires management to make estimates and assumptions forthat affect the amounts reported in the condensed consolidated financial statements. Specifically, the Company makes estimates and assumptions in its interim condensed consolidated financial statements for inventory adjustments, the accrual of bad debts, 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”) method) are accrued on an interim basis and adjusted in the fourth quarter based on the annual book to physical inventory adjustment and LIFO valuation, which is performed each year-end.valuation. Reserves for bad debts 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 estimates and assumptions for interim reporting may change upon final determination at year-end, and such changes may be significant.
In the opinion of management, all adjustments necessary for a fair presentation of the Company’s financial results for the interim periods have been made. These adjustments are of a normal recurring nature. The results of operations for the nine month periodthree months ended September 30, 2017March 31, 2019 are not necessarily indicative of results for the entire year. The Company has evaluated subsequent events through the date the condensed consolidated financial statements covered by this quarterly report were issued.
Note B –2. Segment Information
The following table presents a summary of the Company's reportable segment financial information:
  Three Months Ended March 31,
  2019 2018
Net sales:    
Automotive $2,622,345
 $2,564,259
Industrial 1,635,423
 1,547,944
Business products 479,065
 474,091
Total net sales $4,736,833
 $4,586,294
Operating profit:    
Automotive $179,228
 $184,706
Industrial 121,028
 112,191
Business products 21,220
 21,601
Total operating profit 321,476
 318,498
Interest expense, net (23,029) (23,307)
Intangible asset amortization (22,584) (21,403)
Corporate expense (1) (64,351) (44,469)
Income before income taxes $211,512
 $229,319

(1)Includes $34,114 of expenses for the three months ended March 31, 2019 from realized currency losses and transaction and other costs. The realized currency losses of $27,037 resulted from the March 7, 2019 sale of Grupo Auto Todo. Refer to the acquisitions and divestitures footnote for more information.
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
 (in thousands) (in thousands)
Net sales:       
Automotive$2,171,008
 $2,095,030
 $6,333,495
 $6,115,186
Industrial1,244,234
 1,162,224
 3,729,183
 3,482,246
Office products509,966
 535,175
 1,533,372
 1,493,434
Electrical/electronic materials199,236
 178,448
 588,281
 538,803
Other(28,538) (29,134) (82,606) (70,021)
Total net sales$4,095,906
 $3,941,743
 $12,101,725
 $11,559,648
Operating profit:       
Automotive$178,202
 $197,874
 $537,291
 $555,156
Industrial94,595
 85,608
 281,269
 255,704
Office products23,974
 30,257
 85,184
 97,101
Electrical/electronic materials13,547
 14,277
 42,715
 45,105
Total operating segment profit310,318
 328,016
 946,459
 953,066
Interest expense, net(8,202) (5,244) (21,254) (14,731)
Other intangible assets amortization(11,845) (10,339) (34,085) (28,324)
Other, net(43,916) (21,076) (103,853) (71,957)
Income before income taxes$246,355
 $291,357
 $787,267
 $838,054
Includes $13,009 for the three months ended March 31, 2018, in transaction and other costs related to the November 2017 Alliance Automotive Group ("AAG") acquisition and the attempted spin-off of the Business Products Group (the attempted spin-off was subsequently terminated in September 2018).

Net sales are disaggregated by segment exclude the effect of certain discounts, incentives and freight billed to customers. The line item “Other” represents the net effectgeographical region for each of the discounts, incentivesCompany’s reportable segments, as the Company deems this presentation best depicts how the nature, amount, timing and freight billed to customers, which is reported as a componentuncertainty of net sales in the Company’s condensed consolidated statements of income and comprehensive income.cash flows are affected by economic factors. The following table presents disaggregated geographical net sales from contracts with customers by reportable segment:
  Three Months Ended March 31,
  2019 2018
North America:    
Automotive $1,813,785
 $1,782,314
Industrial 1,635,423
 1,547,944
Business products 479,065
 474,091
Total North America $3,928,273
 $3,804,349
Australasia – Automotive 284,553
 302,004
Europe – Automotive 524,007
 479,941
Total net sales $4,736,833
 $4,586,294



Note C –3. Accumulated Other Comprehensive Income (Loss)
The difference between comprehensive income and net income was due to foreign currency translation adjustments and pension and other post-retirement benefit adjustments, as summarized below.
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
 (in thousands) (in thousands)
Net income$158,442
 $185,326
 $508,574
 $534,720
Other comprehensive income (loss):       
Foreign currency translation38,675
 11,896
 118,852
 50,840
Pension and other post-retirement benefit adjustments:       
Recognition of prior service credit, net of tax(212) (222) (637) (666)
Recognition of actuarial loss, net of tax5,992
 4,981
 17,872
 14,934
Total other comprehensive income44,455
 16,655
 136,087
 65,108
Comprehensive income$202,897
 $201,981
 $644,661
 $599,828
Loss
The following tables present the changes in accumulated other comprehensive loss by component for the ninethree months ended September 30:
March 31:
 2017
 Changes in Accumulated Other
Comprehensive Loss by Component
 Pension and
Other Post-
Retirement
Benefits
 Foreign
Currency
Translation
 Total
 (in thousands)
Beginning balance, January 1$(609,080) $(403,941) $(1,013,021)
Other comprehensive income before reclassifications, net of tax
 118,852
 118,852
Amounts reclassified from accumulated other comprehensive loss, net of tax17,235
 
 17,235
Net current period other comprehensive income17,235
 118,852
 136,087
Ending balance, September 30$(591,845) $(285,089) $(876,934)
 Changes in Accumulated Other
Comprehensive Loss by Component
 Pension and
Other Post-
Retirement
Benefits
 Cash Flow and Net Investment Hedges Foreign
Currency
Translation
 Total
Beginning balance, January 1, 2019$(626,322) $10,726
 $(499,482) $(1,115,078)
Other comprehensive income before reclassifications, net of tax
 16,669
 80
 16,749
Amounts reclassified from accumulated other comprehensive income (loss), net of tax (1)4,832
 (1,001) 27,037
 30,868
Other comprehensive income, net of income taxes4,832
 15,668
 27,117
 47,617
Cumulative effect from adoption of ASU 2018-02(122,526) 
 
 (122,526)
Ending balance, March 31, 2019$(744,016) $26,394
 $(472,365) $(1,189,987)
(1)Realized currency losses of $27,037 were reclassified out of foreign currency translation into earnings in connection with the March 7, 2019 sale of Grupo Auto Todo. Refer to the acquisitions and divestitures footnote for further details.
 Changes in Accumulated Other
Comprehensive Loss by Component
 Pension and
Other Post-
Retirement
Benefits
 Cash Flow and Net Investment Hedges Foreign
Currency
Translation
 Total
Beginning balance, January 1, 2018$(568,957) $(17,388) $(266,247) $(852,592)
Other comprehensive income before reclassifications, net of tax
 (16,710) 42,880
 26,170
Amounts reclassified from accumulated other comprehensive loss, net of tax7,164
 
 
 7,164
Other comprehensive income, net of income taxes7,164
 (16,710) 42,880
 33,334
Ending balance, March 31, 2018$(561,793) $(34,098) $(223,367) $(819,258)
 2016
 Changes in Accumulated Other
Comprehensive Loss by Component
 Pension and
Other Post-
Retirement
Benefits
 Foreign
Currency
Translation
 Total
 (in thousands)
Beginning balance, January 1$(535,634) $(394,984) $(930,618)
Other comprehensive income before reclassifications, net of tax
 50,840
 50,840
Amounts reclassified from accumulated other comprehensive loss, net of tax14,268
 
 14,268
Net current period other comprehensive income14,268
 50,840
 65,108
Ending balance, September 30$(521,366) $(344,144) $(865,510)

The accumulated other comprehensive loss components related to the pension benefits are included in the computation of net periodic benefit income in the employee benefit plans footnote.

The nature of the cash flow and net investment hedges are discussed in the derivatives and hedging footnote. Generally, tax effects in accumulated other comprehensive loss are established at the

Note D –currently enacted tax rate and reclassified to net income in the same period that the related pre-tax accumulated other comprehensive loss reclassifications are recognized.
4. Recent Accounting Pronouncements
In May 2014,Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”("FASB") issuedin the form of ASUs to the FASB Accounting Standards Update (“ASU”Codification ("ASC") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which will create a single, comprehensive revenue recognition model for recognizing revenue from contracts with customers.. The standard is effective for interimCompany considers the applicability and annual reporting periods beginning after December 15, 2017impact of all ASUs and may be adopted either retrospectively or on a modified retrospective basis. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expectsany not listed below were assessed and determined to be entitled in exchange for those goodsnot applicable or services. ASU 2014-09 defines a five-step processare expected 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.
The Company has established a cross-functional implementation team to evaluate and implement the new standard related to the recognition of revenue from contracts with customers. The Company primarily sells goods and recognizes revenue at point of sale or delivery and this will not change under the new standard. We are completing an analysis of revenue streams at each of the business units and are evaluating the impact the new standard may have on revenue recognition. We expect to finalize our accounting policy in the short-term and implement any necessary changes to processes and controls in the fourth quarter. In addition, the Company is evaluating recently issued guidance on practical expedients as part of the transition decision.
The Company plans to use the modified retrospective adoption method and does not believe there will be a material impact to the Company’s consolidated revenues upon adoption. However, the Company will present expanded disclosure in accordance with the requirements of the standard. The Company will continue to evaluate the impacts of the pending adoption of ASU 2014-09 and the preliminary assessments are subject to change.
In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory ("ASU 2015-11"), which modifies existing requirements regarding measuring first-in, first-out and average cost inventory at the lower of cost or market. Under existing standards, the market amount requires consideration of replacement cost, net realizable value (“NRV”), and NRV less an approximately normal profit margin. ASU 2015-11 replaces market with NRV, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This eliminates the need to determine and consider replacement cost or NRV less an approximately normal profit margin when measuring inventory. The Company adopted ASU 2015-11 on January 1, 2017 and it did not have a materialminimal impact toon the Company's condensed consolidated financial statements for the nine months ended September 30, 2017 and it will not have a material impact on the annual consolidated financial statements.
Leases (Topic 842)
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"), which, among other things, requires an entity to recognize a right-of-use asset and a lease liability on the balance sheet for substantially all leases, including operating leases, with a term greater than twelve months.leases. Expanded disclosures with additional qualitative and quantitative information willare also be required. This guidance isASU 2016-02 and its amendments are effective for interim and annual reporting periods beginning after December 15, 2018 and early adoption iswas permitted.  The new standard mustASU's transition provisions can be adopted usingapplied under a modified retrospective transition. approach to each prior reporting period presented in the financial statements or only at the beginning of the period of adoption (i.e., on the effective date).
The Company is currently evaluating the impact ofadopted ASU 2016-02 onand its condensed consolidated financial statementsamendments and related disclosures. As disclosed inapplied the transition provisions as of January 1, 2019, which included recognizing a cumulative-effect adjustment through opening retained earnings as of that date. Prior year amounts were not recast under this transition approach and, therefore, prior year amounts are excluded from the leased properties footnote infootnote. The Company elected the 2016 Annual Report on Form 10-K,package of practical expedients permitted under the future minimum payments under noncancelable operating leases are approximately $865.0 million andtransition guidance, which allowed the Company believes the adoption of this standard will have a significant impact on the consolidated balance sheets.
In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") that changes the accounting for certain aspects of share-based compensation to employees including forfeitures, employer tax withholding,carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and the financial statement presentation of excess tax benefits or expense. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based compensation, which prospectively reclassifies cash flows from excess tax benefits of share-based compensation currently disclosed in financing activities to operating activities in the period of adoption. The guidance will increase income tax expense volatility, as well as the Company's cash flows from operations.(3) initial direct costs. In addition, the Company did not elect the hindsight practical expedient to change shares withhelddetermine the reasonably certain lease term for employmentexisting leases. The Company elected a policy of not recording leases on its condensed consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The Company recognizes payments on these leases within selling, administrative and other expenses on a straight-line basis over the lease term.
The Company's adoption of the standard resulted in a cumulative-effect adjustment to retained earnings of approximately $4,797, net of taxes, as of January 1, 2019. The standard did not materially impact consolidated net income or liquidity. The standard did not have an impact on debt-covenant compliance under the Company's current debt agreements.
Income Statement - Reporting Comprehensive Income (Topic 220)
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). The ASU permits a company to make a one-time election to reclassify stranded tax effects caused by the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The ASU also requires companies to disclose their accounting policies for releasing income tax purposes, or the current methodology of estimating forfeitures upon adoption.effects from accumulated other comprehensive income. ASU 2018-02 is effective for periods beginning after December 15, 2018, with an election to adopt early. The Company adopted ASU 2016-09 on2018-02 as of January 1, 2017 on a prospective basis. The adoption of ASU 2016-09 did not have a material impact2019 and recognized an adjustment to the Company's condensed consolidated financial statements for the nine months ended September 30, 2017increase retained earnings and it is not expected to have a material impact on the annual consolidated financial statements or related disclosures.adjust accumulated other comprehensive loss by approximately $122,526.
Compensation - Retirement Benefits (Topic 715)
In March 2017,August 2018, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715) ("2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans ("ASU 2017-07"2018-14"), which requires an entity to report. The updated accounting guidance modifies the service cost component of net periodicdisclosure requirements for employers that sponsor defined benefit cost in the same line item aspension or other compensation costs (selling, administrativepostretirement plans by removing, adding and other expenses), and the remaining components in non-operating expense in the consolidated statement of income and comprehensive income. This standardclarifying certain disclosures. These provisions must be applied retrospectively. ASU 2018-14 is effective for interim and annual reporting periods beginning after December


15, 2017 and early adoption is permitted.2019, with an option to adopt early. The Company will adopt ASU 2017-07 on January 1, 2018is currently assessing the ASU's provisions and it is not expected to have a materialtheir impact on the Company’scondensed consolidated financial statements or related disclosures.
Note E – Credit Facilities
In June 2017, the Company exercised its remaining optional one year extension on the $1.2 billion multi-currency Syndicated Facility (the "Syndicated Facility") amended June 19, 2015, to extend the maturity date from June 2021 to June 2022.
At September 30, 2017, approximately $595.0 million was outstanding under the Syndicated Facility and is included in "Current portion of debt" in the accompanying condensed consolidated balance sheet.
On September 22, 2017, the Company executed a $2.0 billion 364-day bridge facility bearing interest at LIBOR plus a variable margin. At September 30, 2017, the Company did not have any amounts outstanding under the facility.
Note F – Share-Based Compensation
As more fully discussed in Note 5 of the Company’s notes to the consolidated financial statements in its 2016 Annual Report on Form 10-K, the Company maintains various long-term incentive plans, which provide for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance awards, dividend equivalents and other share-based awards. SARs represent a right to receive upon exercise an amount, payable in shares of common stock, equal to the excess, if any, of the fair market value of the Company’s common stock on the date of exercise over the base value of the grant. The terms of such SARs require net settlement in shares of common stock and do not provide for cash settlement. RSUs represent a contingent right to receive one share of the Company’s common stock at a future date. The majority of awards previously granted vest on a pro-rata basis for periods ranging from one to five years and are expensed accordingly on a straight-line basis. The Company issues new shares upon exercise or conversion of awards under these plans. Most awards may be exercised or converted to shares not earlier than twelve months nor later than ten years from the date of grant. At September 30, 2017, total compensation cost related to nonvested awards not yet recognized was approximately $38.0 million, as compared to $34.6 million at December 31, 2016. The weighted-average period over which this compensation cost is expected to be recognized is approximately three years. The aggregate intrinsic value for SARs and RSUs outstanding at September 30, 2017 was approximately $105.7 million. At September 30, 2017, the aggregate intrinsic value for SARs and RSUs vested totaled approximately $55.5 million, and the weighted-average contractual lives for outstanding and exercisable SARs and RSUs were approximately six and five years, respectively. For the nine months ended September 30, 2017, $12.9 million of share-based compensation cost was recorded, as compared to $15.4 million for the same nine month period in the prior year.statements.

Options to purchase approximately 2.5 million and 1.9 million shares of common stock were outstanding but excluded from the computation of diluted earnings per share for the three and nine month periods ended September 30, 2017, respectively, as compared to approximately 0.7 million and 1.2 million for the three and nine month periods ended September 30, 2016, respectively. These options were excluded from the computation of diluted net income per common share because the options’ exercise prices were greater than the average market price of the common stock. During the nine months ended September 30, 2017, the Company granted approximately 746,000 SARs and 171,000 RSUs.
Note G –5. Employee Benefit Plans

Net periodic benefit income for the Company's pension plans included the following components for the three months ended September 30:

March 31:
  Pension Benefits
  2019 2018
Service cost $2,390
 $2,654
Interest cost 24,348
 22,113
Expected return on plan assets (38,527) (38,588)
Amortization of prior service credit (17) (37)
Amortization of actuarial loss 7,749
 9,959
Net periodic benefit income $(4,057) $(3,899)

 Pension Benefits
 2017 2016
 (in thousands)
Service cost$2,240
 $2,106
Interest cost24,243
 26,195
Expected return on plan assets(38,061) (39,296)
Amortization of prior service credit(88) (108)
Amortization of actuarial loss9,549
 7,860
Net periodic benefit income$(2,117) $(3,243)
Net periodic benefitService cost is recorded in selling, administrative and other expenses in the condensed consolidated statements of income for the pension plans included the followingand comprehensive income while all other components for the nine months ended September 30:


 Pension Benefits
 2017 2016
 (in thousands)
Service cost$6,530
 $6,257
Interest cost72,474
 78,505
Expected return on plan assets(117,475) (117,767)
Amortization of prior service credit(263) (324)
Amortization of actuarial loss28,500
 23,530
Net periodic benefit income$(10,234) $(9,799)

are recorded within other non-operating expenses (income). Pension benefits also include amounts related to a supplemental retirement plan. During the nine months ended September 30, 2017, the Company made a $38.7 million contribution to the pension plan.plans.
Note H –6. Guarantees
The Company guarantees the borrowings of certain independently controlled automotive parts stores and businesses (“independents”) and certain other affiliates in which the Company has a noncontrolling equity ownership interest (“affiliates”). Presently, the independents are generally consolidated by unaffiliated enterprises that have controlling financial interests through ownership of a majority voting interest in the independents. The Company has no voting interest or equity conversion rights in any of the independents. The Company does not control the independents or the affiliates, but receives a fee for the guarantees. The Company has concluded that the independents are variable interest entities, but that the Company is not the primary beneficiary. Specifically, the equity holders of the independents have the power to direct the activities that most significantly impact the entities’ economic performance including, but not limited to, decisions about hiring and terminating personnel, local marketing and promotional initiatives, pricing and selling activities, credit decisions, monitoring and maintaining appropriate inventories, and store hours. Separately, the Company concluded that 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 guarantees. 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 September 30, 2017,March 31, 2019, the Company was in compliance with all such covenants.
At September 30, 2017,March 31, 2019, the total borrowings of the independents and affiliates subject to guarantee by the Company were approximately $554.2 million.$809,784. 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 guarantees. 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.
As of September 30, 2017,March 31, 2019, the Company has recognized certain assets and liabilities amounting to $59.0 million$85,000 each for the guarantees related to the independents’ and affiliates’ borrowings. These assets and liabilities are included in other assets and other long-term liabilities in the condensed consolidated balance sheets.
Note I –7. Fair Value of Financial Instruments
The carrying amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents, trade accounts receivable, trade accounts payable, and borrowings under the line of credit and term loan approximate their respective fair values based on the short-term nature of these instruments. At September 30, 2017,As of March 31, 2019, the carrying valueamount, net of debt issuance costs, and the fair value of fixed rate debt were approximately $550.0 million$1,451,281 and $563.6 million,$1,473,599, 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. The carrying valueamount, net of debt issuance costs, of fixed rate debt of $550.0 million$1,451,281 is included in long-term debt in the accompanying condensed consolidated balance sheets.sheet.

8. Derivatives and Hedging
The Company is exposed to various risks arising from business operations and market conditions, including fluctuations in interest rates and certain foreign currencies. When deemed appropriate, the Company uses derivative and non-derivative instruments as risk management tools to mitigate the potential impact of interest rate and foreign exchange rate risks. The objective of using these tools is to reduce fluctuations in the Company’s earnings and cash flows associated with changes in these rates. Derivative financial instruments are not used for trading or other speculative purposes. The Company has not historically incurred, and does not expect to incur in the future, any losses as a result of counterparty default related to derivative instruments.
The Company formally documents relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes linking cash flow hedges to specific forecasted transactions or variability of cash flow to be paid. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the designated derivative and non-derivative instruments that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. When a designated instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively.
Cash Flow Hedge
In July 2018 and February 2019, the Company entered into interest rate swaps to mitigate variability in forecasted interest payments on $500,000 and $300,000, respectively, of the Company’s U.S. dollar-denominated unsecured variable rate debt. The interest rate swaps effectively convert a portion of the floating rate interest payment into a fixed rate interest payment. The Company designated the interest rate swaps as qualifying hedging instruments and accounts for these derivatives as cash flow hedges. The fair values of the interest rate cash flow hedges were not material as of March 31, 2019. Gains or losses related to the interest rate cash flow hedges were not material during the three months ended March 31, 2019.
Hedges of Net Investments in Foreign Operations
In July 2018, concurrent with the cash flow hedge described above, the Company entered into a cross-currency interest rate swap agreement to effectively convert $500,000 of the U.S. dollar-denominated unsecured variable rate debt to fixed-rate Euro-denominated debt. In February 2019, the Company terminated the cross-currency interest rate swap agreement and entered into a forward contract to effectively convert $800,000 of the U.S. dollar-denominated unsecured debt to Euro-denominated debt. No gains or losses were recognized at termination. The risk management objective of these transactions is to manage foreign currency risk relating to a European subsidiary and reduce the variability in the functional currency equivalent cash flows of the unsecured variable rate debt. The Company designated the instruments as qualifying hedging instruments and accounts for these derivatives as a hedge of the foreign currency exchange rate exposure of an equal amount of the Company's Euro-denominated net investment in a European subsidiary. The fair value of the forward currency hedge was not material as of March 31, 2019. Gains or losses related to the cross-currency interest rate swap and the forward contract were not material during the three months ended March 31, 2019.
As of March 31, 2019, the Company also had designated €700,000 of the face value of Euro-denominated debt, a non-derivative financial instrument, as a hedge of the foreign currency exchange rate exposure of an equal amount to the Company's Euro-denominated net investment in a European subsidiary. As of March 31, 2019, the Euro-denominated debt has a total carrying amount of $785,330, which is included in long-term debt in the Company’s condensed consolidated balance sheet. For the three months ended March 31, 2019, the Company recorded a gain, net of tax, of approximately $11,446 in the cash flow and net investment hedges section of accumulated other comprehensive loss in the Company’s condensed consolidated statements of income and comprehensive income.
The Company did not reclassify any gains or losses related to net investment hedges from accumulated other comprehensive loss into earnings during the three months ended March 31, 2019. Amounts would only be reclassified into earnings if the European subsidiary were liquidated, or otherwise disposed.
Note J –9. Leased Properties
The Company primarily leases real estate for certain retail stores, distribution centers, office space and land. The Company also leases equipment (primarily vehicles).
Most real estate leases include one or more options to renew, with renewal terms that generally can extend the lease term from one to 20 years. The exercise of lease renewal options is at the Company's discretion. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.

The table below presents the operating lease assets and liabilities recognized on the condensed consolidated balance sheets as of March 31, 2019:
  Balance Sheet Line Item March 31, 2019
Operating lease assets Operating lease assets $953,553
     
Operating lease liabilities:    
Current operating lease liabilities Other current liabilities $262,229
Noncurrent operating lease liabilities Operating lease liabilities 716,677
Total operating lease liabilities   $978,906

The depreciable lives of operating lease assets and leasehold improvements are limited by the expected lease term.
The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. The Company used incremental borrowing rates as of January 1, 2019 for operating leases that commenced prior to that date.
The Company's weighted average remaining lease term and weighted average discount rate for operating leases as of March 31, 2019 are:
March 31, 2019
Weighted average remaining lease term5.59
Weighted average discount rate3.54

The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total operating lease liabilities recognized on the condensed consolidated balance sheets as of March 31, 2019:
April 1, 2019 through December 31, 2019$232,216
2020251,630
2021184,486
2022131,885
202390,017
Thereafter213,847
Total undiscounted future minimum lease payments1,104,081
Less: Difference between undiscounted lease payments and discounted operating lease liabilities125,175
Total operating lease liabilities$978,906

Operating lease payments include $21,300 related to options to extend lease terms that are reasonably certain of being exercised.
Operating lease costs were $80,487 for the three months ended March 31, 2019. Operating lease costs are included within selling, administrative and other expenses on the condensed consolidated statements of income and comprehensive income. Short-term lease costs, variable lease costs and sublease income were not material.
Cash paid for amounts included in the measurement of operating lease liabilities were $71,901 for the three months ended March 31, 2019, and this amount is included in operating activities in the condensed consolidated statements of cash flows. Operating lease assets obtained in exchange for new operating lease liabilities were $28,000 for the three months ended March 31, 2019.

10. Legal Matters
On April 17, 2017,As more fully discussed in the legal matter footnote of the Company's notes to the consolidated financial statements in its 2018 Annual Report on Form 10-K, a jury awarded damages against the Company of $81.5 million in a litigated automotive product liability dispute.Through post-trial motions and offsets from previous settlements, the initial verdict has been reduced to $77.1 million. The Company believes the verdict is not supported by the facts or the law and is contrary to the Company’s role in the automotive parts industry.


The Company intends to challenge the verdict through further post-trial motions and on appeal to a higher court. At the time of the filing of these financial statements, based upon the Company’s legal defenses, insurance coverage, and reserves, the Company does not believe this matter will have a material impact to the condensed consolidated financial statements.
Note K –11. Acquisitions and Equity InvestmentsDivestitures
DuringAcquisitions
The Company acquired several businesses for approximately $153,200, net of cash acquired, during the ninethree months ended September 30, 2017,March 31, 2019. These included Hennig Fahrzeugteile Group and several bolt-on acquisitions in the Automotive Parts Group and Axis New England and Axis New York in the Industrial Parts Group.
Divestitures
Grupo Auto Todo
On March 7, 2019, the Company acquired certain companies andsold all of the equity investments of Grupo Auto Todo, a Mexican subsidiary within the Automotive Parts Group. Grupo Auto Todo contributed approximately $93,000 of revenues for approximately $266.4 million.the year ended December 31, 2018. The Company recognized and measuredincurred realized currency losses of $27,037 from this transaction during the assets and liabilities assumed based on their fair values as of their respective acquisition dates.three months ended March 31, 2019. The results of operations for the acquired companies wererealized currency losses are included in the Company’sline item "other" within non-operating expenses (income) on the condensed consolidated statements of income beginningand comprehensive income.
12. Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentations.
13. Earnings Per Share
As more fully discussed in the share-based compensation footnote of the Company’s notes to the consolidated financial statements in its 2018 Annual Report on their respective acquisition dates. TheForm 10-K, the Company recorded approximately $105.4 millionmaintains various long-term incentive plans, which provide for the granting of goodwillstock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance awards, dividend equivalents and other intangible assets associated withshare-based awards. Options to purchase approximately 3 shares of common stock were outstanding but excluded from the acquisitions. The Company is incomputations of diluted earnings per share for the processthree month period ended March 31, 2019 as compared to approximately 1,334 for the three month period ended March 31, 2018. These options were excluded from the computations of analyzingdiluted net income per common share because the estimated values of assets and liabilities acquired and is obtaining third-party valuations of certain tangible and intangible assets. The allocationsoptions’ exercise prices were greater than the average market price of the respective purchase prices are therefore preliminary and subject to revision. Additional disclosure of the Inenco investment is provided below.common stock.
Effective April 3, 2017, the Company acquired a 35% investment in the Inenco Group for approximately $72.1 million from Conbear Holdings Pty Limited ("Conbear"). The equity investment was funded with the Company’s cash on hand. The Inenco Group, which is headquartered in Sydney, Australia, is an industrial distributor of bearings, power transmissions, and seals in Australasia, with annual revenues of approximately $325 million and 161 locations across Australia and New Zealand, as well as an emerging presence in Asia.
The Company and Conbear both have an option to acquire or sell, respectively, the remaining 65% of Inenco at a later date contingent upon certain conditions being satisfied. However, there can be no guarantee that such conditions will be met or, if they are met, whether either company would exercise its option.
On September 22, 2017, the Company entered into a definitive agreement to acquire Alliance Automotive Group (“AAG”). AAG is headquartered in London and is a leading European distributor of vehicle parts, tools and workshop equipment with annual revenues of approximately $1.7 billion. AAG has over 1,800 company-owned stores and affiliated outlets across France, the U.K. and Germany. The acquisition is valued at a total purchase price of approximately $2.0 billion. The Company intends to finance the transaction through a combination of new loan agreements and note issuances. The Company also has available, but does not expect to utilize, a $2.0 billion 364-day unsecured bridge facility. The bridge facility is discussed further in the credit facilities footnote. The Company expects to close on the acquisition in November 2017.
On September 25, 2017, the Company entered into a $1.0 billion foreign currency hedge denominated in Euros to hedge the purchase price for AAG acquisition. The hedge does not qualify for hedge accounting.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes contained herein and with the audited consolidated financial statements, accompanying notes, related information and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2016.2018.
Forward-Looking Statements

Some statements in this report, as well as in other materials we file with the Securities and Exchange Commission (SEC)("SEC") or otherwise release to the public and in materials that we make available on our website, constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Senior officers may also make verbal statements to analysts, investors, the media and others that are forward-looking. Forward-looking statements may relate, for example, to the financing, timing and completion of the acquisition of Alliance Automotive Group ("AAG") and the anticipated strategic benefits, synergies and benefits of the transaction,other attributes resulting from acquisitions, as well as future operations, prospects, strategies, financial condition, economic performance (including growth and earnings), industry conditions and demand for our products and services.
The Company cautions that its forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements. Actual results or events may differ materially from those indicated as a result of various important factors. Such factors may include, among other things, the inability to complete the acquisition due to failure to satisfy the customary closing conditions and/or the delay of or inability to obtain all regulatory approvals related to the acquisition, the Company’s ability to successfully integrate AAGacquired companies into the Company, including the challenges associated with the integration of processes to ensure the adequacy of our internal controls in regard to the Alliance Automotive Group business, and to realize the anticipated synergies and benefits,benefits; changes in the European aftermarket,aftermarket; the Company’s ability to successfully implement its business initiatives in each of its fourthree business segments; slowing demand for the Company’s products; changes in national and international legislation or government regulations or policies;policies, including new import tariffs and data security policies and requirements; changes in general economic conditions, including unemployment, inflation (including the impact of potential tariffs) or deflation;deflation and the United Kingdom’s referendum to exit from the European Union, commonly known as Brexit; changes in tax policies; volatile exchange rates; high energy costs;volatility in oil prices; significant cost increases, such as rising fuel and freight expenses; labor shortages; uncertain credit markets and other macro-economicmacroeconomic conditions; competitive product, service and pricing pressures; the


ability to maintain favorable vendor arrangements and relationships; disruptions in our vendors’ operations;operations, including the Company’s abilityimpact of tariffs and trade considerations on their operations and output, as required to successfully integrate its acquired businesses;meet product demand; failure or weakness in our disclosure controls and procedures and internal controls over financial reporting; the uncertainties and costs of litigation; disruptions caused by a failure or breach of the Company’s information systems, as well as other risks and uncertainties discussed in the Company’s Annual Report on Form 10-K for 20162018 and from time to time in the Company’s subsequent filings with the SEC.

Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent reports on Forms 10-K, 10-Q, 8-K and other reports to the SEC.
Overview
Genuine Parts Company is a service organization engaged in the distribution of automotive replacement parts, industrial replacement parts office products and electrical/electronic materials. The Company hasbusiness products. We have a long tradition of growth dating back to 1928, the year we were founded in Atlanta, Georgia. During the ninethree months ended September 30, 2017,March 31, 2019, business was conducted throughout the United States, Canada,North America, Australia, New Zealand, Mexicothe U.K., France, Germany, Poland, and Puerto Rico from approximately 2,6703,100 locations.

Sales for the three months ended September 30, 2017March 31, 2019 were $4.10$4.7 billion, a 4%3.3% increase as compared to $3.94$4.6 billion in the same period of the prior year. For the three months ended September 30, 2017,March 31, 2019, the Company recorded consolidated net income of $158.4$160.3 million, a decrease of 15%9.2% as compared to consolidated net income of $185.3$176.6 million in the same three month period of the prior year. ForOn a per share diluted basis, net income was $1.09 for the ninethree months ended September 30, 2017March 31, 2019, a decrease of 9.2% as compared to $1.20 for the same three month period of 2018.
During the three months ended March 31, 2019, the Company incurred pre-tax expenses of $34.1 million from realized currency losses and transaction and other costs primarily related to the March 7, 2019 sale of Grupo Auto Todo, a Mexican subsidiary in the Automotive Parts Group that contributed approximately $93.0 million of revenues for the year ended December 31, 2018. The three months ended March 31, 2018 include $13.0 million in transaction and other costs primarily related to the AAG acquisition and the attempted spin-off of the Business Products Group.
Before the impact of realized currency losses and transaction and other costs, the Company's adjusted net income was $187.2 million, an increase of 0.4% as compared to adjusted net income of $186.5 million in the same three month period of the prior

year. On a per share basis, adjusted net income was $1.28 for the three months ended March 31, 2019, an increase of 0.8% as compared to $1.27 for the same three month period of 2018.
The Company remains committed to its key growth initiatives, which include: driving greater share of spend with existing customers; employing an aggressive but disciplined acquisition strategy focused on both geographical in-fill and product line adjacencies; expanding the Company's digital capabilities; and the further expansion of our U.S. and international store footprint.
We continue to execute on these sales initiatives, and also focus on our plans and initiatives to enhance our gross margins, reduce costs and build a highly productive, sustainable and cost-effective structure. We expect our focus in these key areas to improve the Company's operating performance over the long-term.
Sales
Sales for the three months ended March 31, 2019 were $12.10$4.7 billion, a 4.7%3.3% increase as compared to $11.56$4.6 billion in the same period of the prior year. For the nine months ended September 30, 2017, the Company recorded consolidated net income of $508.6 million compared to consolidated net income of $534.7 million in the same nine month periodApproximately 3.3% of the prior year.
The Company incurred certain transaction costs primarily related to the pending $2.0 billion European acquisition of Alliance Automotive Group in the third quarter of 2017. Before the impact of these costs, the Company's net income was $170.0 million and $520.2 million in the three and nine month periods ended September 30, 2017.
The Company continues to focus on a variety of initiatives to facilitate continued growth including 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.

Sales

As noted above, sales for the three months ended September 30, 2017 were $4.10 billion, a 4% increase as compared to $3.94 billion in the same period of the prior year. The revenue increase for the three months ended September 30, 2017, consisted of an approximate 2% contributionMarch 31, 2019 came from acquisitions, a positive 1% increase in organic sales, andwhile 2% came from acquisitions. These items were partially offset by a 1% favorable2% negative currency impact. For the nine months ended September 30, 2017 sales were $12.10 billion, a 4.7% increase as compared to $11.56 billion in the same period of the prior year, which reflects a 1.2% increase in organic sales, a 3.1% contribution from acquisitions and an approximate 0.4% favorable currency impact, as compared to the same nine month period in 2016.

Sales for the Automotive Parts Group increased 3.6% in2.3% for the third quarter of 2017,three months ended March 31, 2019, as compared to the same period in the prior year. This group’s revenue increase for the three months ended September 30, 2017March 31, 2019 consisted of an approximate 1.4% benefit from acquisitions, a positive 1% net impact of3.1% increase in organic sales and a 1.2% favorable2.9% benefit from acquisitions. These items were partially offset by an unfavorable foreign currency impact. This group’s 3.6% sales increase for the nine month period ended September 30, 2017 reflects a 1% increase from organic sales growth, an approximate 2% contribution from acquisitions,impact of approximately 3.4% and a 0.6% favorable currency0.3% negative impact from our businesses throughout Australia, Canada and Mexico.the sale of Grupo Auto Todo. We anticipate the Company’s initiatives to drive both organic and acquisitive growth will positively benefit the Automotive Parts Group through increased sales in the quarters ahead.

TheSales for the Industrial Products Group’s salesParts Group increased by approximately 7.1%5.7% for the three month periodmonths ended September 30, 2017,March 31, 2019, as compared to the same period in 2016.2018. The increase in this group’s revenues reflects a 4.1%an approximate 4.2% increase in organic sales, an approximate 2.6% accretive impact ofa 1.8% benefit from acquisitions and a 0.4% favorableslightly unfavorable foreign currency impact. This group’s 7.1% sales increase for the nine month period ended September 30, 2017 reflects a 4.1% increase in organic sales and a 3% contribution from acquisitions. The Industrial ProductParts Group has multiple initiatives in place to drive continued market share expansion through both organic and acquisitive sales growth in the quarters ahead.

We believe these ongoing initiatives, combined with favorable economic and industry specific factors, bode well for Industrial's long-term growth prospects.
Sales for the OfficeBusiness Products Group decreased 4.7%increased 1.0% for the three months ended September 30, 2017, due to its decrease in organic salesMarch 31, 2019, compared to the same three month period in 2016. For the nine months ended September 30, 2017, this group’s revenues increased 2.7%2018, primarily due to a 6.3% accretive impact from acquisitions less an approximate 3.6% decreaseincrease in organic sales. We expect


will remain focused on our internal salescore growth initiatives for this business, including our plans tothe further enhanceenhancement of our Facilities, Breakroom and Safety Products offering, to support revenue growth for this group in the quarters ahead.offering.

Sales for the Electrical/Electronic Materials Group increased 11.6% forFor the three months ended September 30, 2017, as compared to the same period in 2016, and reflect an approximate 0.6% decrease in organic sales, a 1.5% favorable impact of copper pricing, and an approximate 10.7% accretive impact of the Company’s acquisitions. For the nine months ended September 30, 2017, this group’s revenues increased 9.2%, and reflect an approximate 8% accretive impact from acquisitions, a marginal increase in organic sales and a 1% favorable impact of copper pricing. We expect our growth initiatives, including acquisitions, to enable this group to report ongoing revenue growth in the quarters ahead.

For the nine month period ended September 30, 2017,March 31, 2019, industry pricing increased 0.3%was up 0.5% in the Automotive segment, increased 0.6% in the Office Products segment, increased 1.3% in the Electrical/Electronic Materials segment and increased 1.8%Parts Group, up 1.2% in the Industrial segment.Parts Group and up 2.0% in the Business Products Group.
Cost of Goods Sold/Expenses

Cost of goods sold for the three months ended September 30, 2017March 31, 2019 was $2.87$3.23 billion, a 5%2.5% increase from $2.74$3.15 billion for the same period in 2016.2018. As a percentage of net sales, cost of goods sold was 70.0%68.2% for the three month periodmonths ended September 30, 2017,March 31, 2019, as compared to 69.6%68.7% in the same three month period of 2016. Cost of goods sold for the nine months ended September 30, 2017 was $8.48 billion, a 5% increase from $8.09 billion for the same period in the prior year. As a percent of net sales, cost of goods sold was 70.1% as compared to 70.0% in the same nine month period of 2016.2018. The increase in cost of goods sold for the three and nine month periodsmonths ended September 30, 2017March 31, 2019 primarily relates to the sales increase for this period as compared to the same three and nine month periodsperiod of the prior year. The increase for this period was partially offset by lower cost of goods sold in the Automotive Parts Group and Industrial Parts Group due to favorable global supplier negotiations, more flexible and sophisticated pricing strategies, a shift in product mix to products that carry a higher gross margin and higher supplier incentives due to improved volumes for these segments. The Company’s cost of goods sold includes the total cost of merchandise sold, including freight expenses associated with moving merchandise from our vendors to our distribution centers, retail stores and branches, as well as vendor volume incentives and inventory adjustments. Gross profit as a percentage of net sales may fluctuate based on (i) changes in merchandise costs and related vendor volume incentives or pricing, (ii) variations in product and customer mix, (iii) price changes in response to competitive pressures, (iv) physical inventory and LIFO adjustments, and (v) changes in foreign currency exchange rates.

rates, and (vi) the impact of tariffs.
Total operating expenses increased to $980.5 million$1.3 billion for the three month periodmonths ended September 30, 2017March 31, 2019 as compared to $907.2 million$1.2 billion for the same three month period in 2016.2018. As a percentage of net sales, operating expenses increased to 23.9%26.7% as compared to 23.0%26.1% in the same three month period of the previous year. For the nine months ended September 30, 2017, these expenses totaled $2.84 billion, or 23.4% as a percentage of net sales, compared to $2.63 billion, or 22.8% as a percentage of net sales for the same nine month period in the prior year. The increase in operating expenses as a percentage of net sales for the three and nine month periodsmonths ended September 30, 2017March 31, 2019 reflects the Company’s deleveragingeffect of expenses on lower comparable sales, as well as higherrising costs in areas such as IT, digital, legal, professional and insurance,payroll, freight and delivery, IT and acquisition related costs.cyber-security. In addition, the increase includes approximately $18.5 million of transaction costs primarily relatedCompany’s ability to leverage its expenses was negatively impacted due to lower core sales in certain markets relative to the prior year. The Company's pending $2.0 billion European acquisition of Alliance Automotive Group recordedongoing cost control initiatives partially offset these increases and other headwinds in the three and nine month periods ended September 30, 2017. The Company continues to focus on effectively managing the costs in our businesses with ongoing investments in technology and supply chain initiatives primarily associated with freight, digital and logistics related functions.

operating expenses.
The Company’s operating expenses are substantially comprised of compensation and benefit relatedbenefit-related costs for personnel. Other major expense categories include facility occupancy costs for headquarters, distribution centers and retail store/branch operations, insurance costs, accounting, legal and professional services, technology and digital costs, transportation and delivery costs, travel and advertising. Management’s ongoing cost control measures in these areas have served to improve the Company’s overall cost

structure. The Company's recent acquisitions have lower costs of goods sold and higher levels of operating costs as compared to the Company's other businesses, however, the operating profit margins remain consistent.consistent.The Company continues to focus on effectively managing the costs in our businesses with ongoing investments in technology, productivity and supply chain initiatives primarily associated with freight, digital, pricing, data analytics and logistics related functions.
Operating Profit

Operating profit decreasedincreased to $310.3$321.5 million for the three months ended September 30, 2017,March 31, 2019, compared to $328.0$318.5 million for the same three month period of the prior year.year, an increase of 0.9%. As a percentage of net sales, operating profit was 7.6%,6.8% as compared to 8.3%6.9% in the same three month period of 2016. For the nine months ended September 30, 2017, operating profit decreased to $946.5 million compared to $953.1 million for the same nine month period of the prior year, and as a percentage of net sales, operating profit was 7.8%, as compared to 8.2% in the same nine month period of 2016.2018. The decrease in operating profit as a percentagepercent of net sales for the three and nine month periodsmonths ended September 30, 2017March 31, 2019 is primarily due to the deleveragingincrease in operating expenses due to the effect of fixedrising costs associated with lower comparable sales growth, higher expenses in areas such as IT,payroll, freight and delivery, costs, lower volume incentivesIT and a product mix shiftcyber-security. In addition, the Company’s ability to leverage its expenses was negatively impacted due to lower margin products, which wascore sales in certain markets relative to the prior year. These increases and other headwinds were partially offset by the positive impactimprovement in gross margin for the first quarter of cost control initiatives.



2019 as compared to the same period in 2018.
The Automotive Parts Group’s operating profit decreased 10%3.0% in the three month periodmonths ended September 30, 2017,March 31, 2019 as compared to the same period of 2016,2018, and its operating profit margin was 8.2%,6.8% as compared to 9.4%7.2% in the same period of the previous year. The decrease in operating profit as a percent of sales for the three months ended March 31, 2019 is primarily due to the impact of rising costs and the deleveraging of expenses in the European automotive business. These increases were partially offset by the improvement in gross margin for the first quarter of 2019 as compared to the same period of the previous year.
The Industrial Parts Group’s operating profit increased 7.9% in the three months ended March 31, 2019 as compared to the same three month period of the prior year. For the nine months ended September 30, 2017, the Automotive Parts Group’s operating profit decreased approximately 3%2018, and the operating profit margin for this group was 8.5%7.4% compared to 7.2% for the same period of the previous year. The improved operating profit reflects the positive impact of strong sales growth, improved gross margins and the leveraging of expenses in the three months ended March 31, 2019 as compared to 9.1% in the same nineperiod in 2018, driven by a healthy industrial economy and the effective execution of Industrial's growth initiatives.
The Business Products Group’s operating profit decreased 1.8% for the three months ended March 31, 2019, compared to the same three month period in 2018, and the operating profit margin for this group was 4.4% compared to 4.6% for the same three month period of 2016.2018. The decrease in operating profit margin for the three and nine month periodsmonths ended September 30, 2017March 31, 2019 is primarily due to the slow organic sales environmentunfavorable shift in our U.S. Automotive businesses and its impact on expense leverage, higher expenses in areas such as IT, freight and delivery costs lower volume incentives and a product mix shift to lower margin products.

The Industrial Products Group’s operating profit increased 10.5% in the three month period ended September 30, 2017, compared to the same three month period of 2016, and the operating profit margin for this group was 7.6% compared to 7.4% for the same period of the previous year. Operating profit for the Industrial Products Group increased by 10% for the nine month period ended September 30, 2017, compared to the same period in 2016, and the operating profit margin was 7.5% compared to 7.3% for the same nine month period in 2016. The increase in operating profit margin for the three and nine month periods ended September 30, 2017 is primarily due to the increase in organic sales volume and its positive impact on expense leverage, as well as improved core gross margin.

The Office Products Group’s operating profit decreased 21% for the three months ended September 30, 2017, compared to the same three month period in 2016, and the operating profit margin for this group was 4.7% compared to 5.7% for the same three month period of 2016. For the nine months ended September 30, 2017, the Office Products Group’s operating profit decreased 12% compared to the same period of the prior year, and the operating profit margin was 5.6% compared to 6.5% for the same period in 2016. The decrease in operating profit margin for the three and nine month periods ended September 30, 2017 is primarily due to the following factors: the impact of lower organic sales volume and its negative impact on expense leverage; lower volume incentives; and, rising costs associated with serving a growing number of sales channels. The Company has implemented several initiatives to drive significant cost savings for this group in the quarters ahead.

The Electrical/Electronic Materials Group operating profit decreased 5% for the three months ended September 30, 2017, as compared to the same three month period in 2016, and its operating profit margin was 6.8% compared to 8.0% in the same three month period of the prior year. Operating profit for the Electrical/Electronic Materials Group decreased by approximately 5% for the nine month period ended September 30, 2017, compared to the same period in 2016, and the operating profit margin was 7.3% compared to 8.4% for the same nine month period in 2016. The decrease in operating profit margin for the three and nine month periods ended September 30, 2017 is primarily due to customer and product mix shifts, which were partially offset by the positive impact of cost savings initiatives.mix.
Income Taxes

The effective income tax rate was 35.7%24.2% for the three month periodmonths ended September 30, 2017,March 31, 2019, compared to 36.4%23.0% for the same three month period in 2016. The effective2018, primarily due to differences in income tax rate was 35.4% for the nine month period ended September 30, 2017, compared to 36.2% for the same period in 2016. The rate decreaserates associated with transaction and other costs as well as statute adjustments recorded in the three and nine month periods ended September 30, 2017 reflects the higher mix of foreign earnings, taxed at a lower rate relative to our U.S. operations and the positive impact of the recognition of excess tax benefits due to the adoption of ASU 2016-09 pertaining to Stock Compensation as compared to the same periods in 2016.periods.
Net Income

For the three months ended September 30, 2017,March 31, 2019, the Company recorded consolidated net income of $158.4$160.3 million, a decrease of 15%9.2% as compared to consolidated net income of $185.3$176.6 million in the same three month period of the prior year. On a per share diluted basis, net income was $1.08,$1.09, a decrease of 13%9.2% as compared to $1.24$1.20 for the same three month period of 2016. For2018.
During the ninethree months ended September 30, 2017,March 31, 2019, the Company recorded consolidatedincurred expenses of $34.1 million from realized currency losses and transaction and other costs, before taxes. The realized currency losses and transaction and other costs primarily resulted from the March 7, 2019 sale of Grupo Auto Todo, a Mexican subsidiary in the Automotive Parts Group that contributed approximately $93.0 million of revenues for the year ended December 31, 2018. The three months ended March 31, 2018 include $13.0 million in transaction and other costs primarily related to the AAG acquisition and the attempted spin-off of the Business Products Group.
Before the impact of realized currency losses and transaction and other costs, the Company's adjusted net income was $187.2 million, an increase of 0.4% as compared to adjusted net income of $508.6 million as compared to consolidated net income of $534.7$186.5 million in the same ninethree month period of the prior year. On a per share diluted basis, adjusted net income was $3.44, a decrease$1.28 for the three months ended March 31, 2019, an increase of 3%0.8% as compared to $3.56 in$1.27 for the same ninethree month period ended September 30, 2016.of 2018.
The Company incurred certain transaction costs primarily relatedfollowing table sets forth a reconciliation of net income and diluted net income per common share to the pending $2.0 billion European acquisition of Alliance Automotive Group in the third quarter of 2017. Beforeadjusted net income and adjusted diluted net income per common share to account for the impact of these costs,adjustments. The Company believes that the presentation of adjusted net income and adjusted net income per common share, which are not calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”), provide meaningful supplemental information to both management and investors that is indicative of the Company's net income was $170.0 million,core operations. The Company does not, nor does it suggest investors should consider such non-GAAP financial measures in isolation from, or $1.16 onas a per share diluted basis, and $520.2 million, or $3.52 on a per share diluted basis, in the three and nine month periods ended September 30, 2017.substitute for, GAAP financial information.

  Three Months Ended March 31,
(in thousands, except per share data) 2019 2018
GAAP net income $160,250
 $176,576
Diluted net income per common share $1.09
 $1.20
     
Adjustments:    
Realized currency losses $27,037
 $
Transaction and other costs 7,077
 13,009
Tax impact of adjustments (7,150) (3,126)
Adjusted net income $187,214
 $186,459
Adjusted diluted net income per common share $1.28
 $1.27
Financial Condition
The Company’s cash balance of $210.1$356.9 million at September 30, 2017 decreased $32.8March 31, 2019 increased $23.4 million, or 14%7.0%, from December 31, 2016.2018. For the ninethree months ended September 30, 2017,March 31, 2019, the Company used $289.4$138.4 million for acquisitions and other investing activities,


$296.5 $105.4 million for dividends paid to the Company’s shareholders, $97.2and $45.6 million for investments in the Company via capital expenditures and $171.9 million for share repurchases.expenditures. These items were partially offset by the Company’s earnings and net cash provided by operating activities, as well as the Company's debt structure as outlined in liquidity below.

activities.
Accounts receivable increased $217.4$248.3 million, or 11%10.0%, from December 31, 2016,2018, which is primarily due to the Company’s acquisitions and higher sales volume in the nine month periodthree months ended September 30, 2017March 31, 2019 as compared to the fourth quarter or 2016.of 2018. Inventory increased $143.9$75.2 million, or approximately 4% compared to the inventory balance at2.1%, from December 31, 2016,2018 due primarily to acquisitions of businesses and planned increases to support sales growth. Accounts payable increased $62.4 million, or 1.6%, from December 31, 2018, primarily due to acquisitions and the impacthigher levels of foreign exchange. Accounts payable increased $194.0 million or 6% from December 31, 2016, primarily duepurchasing volumes to more favorable payment terms negotiated with the Company's vendors in the nine month period ended September 30, 2017.support higher sales. The Company’s debt is discussed below.
Liquidity and Capital Resources
Total debt of $3.4 billion at September 30, 2017March 31, 2019 increased $270$278.3 million, or 31%8.9%, from December 31, 2016, primarily related to funding the Company’s working capital needs. The Company maintains a $1.20 billion unsecured revolving line of credit with a consortium of financial institutions with an option to increase the borrowing capacity by an additional $350.0 million. The line of credit bears interest at LIBOR plus various margins, which are based on the Company’s leverage ratio. In June 2017, the Company exercised its remaining option to extend the maturity date from June 2021 to June 2022.2018. At September 30, 2017, $595.0 million was outstanding under the line of credit.

As of September 30, 2017, the remaining $550.0 million debt outstanding is at fixed rates of interest and remained unchanged as compared to DecemberMarch 31, 2016. The fixed rate debt is comprised of two notes of $250.0 million each and one note of $50.0 million. One $250.0 million note is due in December 2023 and the other is due in November 2026, and each carry an interest rate of 2.99%. The remaining $50.0 million note, which was executed in July 2016, carries a 2.39% interest rate and is due in July 2021.

On September 22, 2017, the Company entered into a definitive agreement to acquire Alliance Automotive Group (“AAG”) for approximately $2.0 billion including the repayment of AAG’s outstanding debt at closing. The Company intends to finance the transaction through a combination of new loan agreements and note issuances. The Company also has available, but does not expect to utilize, a $2.0 billion 364-day unsecured bridge facility bearing interest at LIBOR plus a variable margin. The Company expects to close on the acquisition in November 2017.

At September 30, 2017,2019, the Company's total average cost of debt was 2.55%2.50% and the Company remained in compliance with all covenants connected with the aboveits borrowings.

The ratio of current assets to current liabilities was 1.3 to 1 at September 30, 2017, as compared to 1.4 to 1 at December 31, 2016.The Company currently believes existing lines of credit and cash generated from operations will be sufficient to fund anticipated operations, including discretionary share repurchases, if any, for the foreseeable future.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Although the Company does not face material risks relatedFor quantitative and qualitative disclosures about market risk, refer to interest rates“Quantitative and commodity prices, the Company is exposed to changesQualitative Disclosures About Market Risk” in foreign currency rates with respect to foreign currency denominated operating revenues and expenses. The Company has translation gains or losses that result from translationItem 7A of the results of operations of an operating unit’s foreign functional currency into U.S. dollars for consolidated financial statement purposes. The Company’s principal foreign currency exchange exposures are the Australian dollar, Canadian dollar and Mexican peso, which are the functional currenciesPart II of our Australia, Canada and Mexico operations, respectively. As previously noted under “Sales,” foreign currency exchange exposure, particularly in regard to the Australian dollar and Canadian dollar, positively impacted our results for the three and nine month periods ended September 30, 2017. There have been no other material changes in market risk from the information provided in the Company’s 2016 Annual Report on Form10-K.Form 10-K for the fiscal year ended December 31, 2018. Our exposure to market risk has not changed materially since December 31, 2018.
Item 4. Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO)("CEO") and Chief Financial Officer (CFO)("CFO"), of the effectiveness of the Company’s disclosure controls and procedures.procedures, as such term is defined in SEC Rule 13a-15(e). Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or furnishes under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods


specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, asconcluded that due to a previously reported material weakness, the Company’s internal control over financial reporting was not effective. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, AAG, the Company's European automotive subsidiary that generated approximately 10% of the Company's total net sales in 2018, did not adequately identify, design and maintain internal controls at the transaction level that mitigate the risk of material misstatement in financial reporting processes nor did it maintain appropriate information technology controls. Refer to allow timely decisions regarding required disclosure.Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for more information.
There were no material errors in the financial results or balances identified as a result of the control deficiencies, and there were no restatements of prior period financial statements and no changes in previously released financial results were required as a result of these control deficiencies.

Remediation efforts to address material weakness
As previously described in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, the Company began implementing a remediation plan to address the material weakness mentioned above. Management will continue to enhance the risk assessment process and design and implementation of internal control over financial reporting at AAG. This includes initiation of compensating controls and enhanced and revised design of existing financial reporting controls, information technology applications and procedures at AAG. During the first quarter ended March 31, 2019, the Company began testing those enhanced controls and procedures. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in internal control over financial reporting
During the first quarter ended March 31, 2019, the Company adopted ASU 2016-02 and centralized the Company's lease accounting system and processes effective January 1, 2019. This implementation resulted in a material change to the Company's internal control over financial reporting as of that date. The operating effectiveness of these changes will be evaluated as part of our annual assessment of the effectiveness of internal control over financial reporting for the fiscal year ended December 31, 2019.
Other than with respect to the remediation efforts described above and changes related to the adoption of ASU 2016-02, there have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 of the SEC that occurred during the Company’s lastfirst fiscal quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 20162018 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our 20162018 Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information about the Company’s purchases of shares of the Company’s common stock during the quarterthree months ended September 30, 2017:

March 31, 2019:
ISSUER PURCHASES OF EQUITY SECURITIES
Period
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
July 1, 2017 through
July 31, 2017
   2,613,516
August 1, 2017 through
August 31, 2017
228,082 $81.68 225,000 17,388,516
September 1, 2017 through
September 30, 2017
19,785 $92.60  17,388,516
Totals247,867 $82.55 225,000 17,388,516
Period 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
January 1, 2019 through January 31, 2019 8,385 $95.99  16,420,143
February 1, 2019 through February 28, 2019 346,499 $109.77  16,420,143
March 1, 2019 through March 31, 2019 89,261 $109.22  16,420,143
Totals 444,145 $109.40  16,420,143
(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 and August 21, 2017, the Board of Directors announced that it had authorized the repurchase of 1515.0 million shares and 1515.0 million shares, respectively. The authorization for these repurchase plans continues until all such shares have been repurchased or the repurchase plan is terminated by action of the Board of Directors. Approximately 2.41.4 million shares authorized in the 2008 plan and 15.0 million shares authorized in 2017 remain available to be repurchased by the Company. There were no other plans announced as of September 30, 2017.March 31, 2019.


Item 6. Exhibits
(a) The following exhibits are filed or furnished as part of this report:
 
Exhibit 2.1
Exhibit 3.1 
  
Exhibit 3.2 
Exhibit 10.1

   
Exhibit 31.1 
  
Exhibit 31.2 
  
Exhibit 32.132 
  
Exhibit 32.2101.INS inline XBRL document.
  
Exhibit 101101.SCH Interactive data files pursuant to Rule 405 of Regulation S-T:XBRL Taxonomy Extension Schema Document
  (i) the Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016; (ii) the Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine month periods ended September 30, 2017 and 2016; (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016; and (iv) the Notes to the Condensed Consolidated Financial Statements
Exhibit 101.CALXBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEFXBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LABXBRL Taxonomy Extension Labels Linkbase Document
Exhibit 101.PREXBRL Taxonomy Extension Presentation Linkbase Document


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  
Genuine Parts Company
(Registrant)
   
Date: October 26, 2017April 19, 2019 /s/ Carol B. Yancey
  Carol B. Yancey
  
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial and
Accounting Officer)




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