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 SeptemberJune 30, 20172019
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 COMPANYCOMPANY
(Exact name of registrant as specified in its charter)
   __________________________________________
GEORGIAGA 58-0254510
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
2999 WILDWOOD PARKWAY,30339
ATLANTA,GA  
2999 WILDWOOD PARKWAY,
ATLANTA, GA
30339
(Address of principal executive offices) (Zip Code)
678-934-5000678-934-5000
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of each exchange on which registered
Common Stock, $1.00 par value per shareGPCNew York Stock Exchange
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 ofThere were 146,078,369 shares outstanding of each of the issuer’s classes of common stock outstanding as of the latest practicable date.
ClassOutstanding at September 30, 2017
Common Stock, $1.00 par value per share146,613,496 Shares
June 30, 2019.
 


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) June 30, 2019 December 31, 2018
Assets    
Current assets:    
Cash and cash equivalents$210,082
 $242,879
 $562,551
 $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 – $31,280; 2018 – $21,888) 2,836,875
 2,493,636
Merchandise inventories, net3,354,178
 3,210,320
 3,750,778
 3,609,389
Prepaid expenses and other current assets596,400
 556,670
 1,034,466
 1,139,118
TOTAL CURRENT ASSETS6,316,608
 5,948,431
Total current assets 8,184,670
 7,575,690
Goodwill1,059,637
 956,153
 2,329,325
 2,128,776
Other intangible assets, less accumulated amortization653,932
 618,510
 1,517,842
 1,411,642
Deferred tax assets122,797
 132,652
 27,698
 29,509
Property, plant and equipment, less accumulated depreciation (2019 – $1,341,918; 2018 – $1,208,694) 1,089,763
 1,027,231
Operating lease assets 961,975
 
Other assets581,047
 475,530
 528,199
 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 $14,639,472
 $12,683,040
    
Liabilities and equity    
Current liabilities:    
Trade accounts payable$3,275,155
 $3,081,111
 $4,064,547
 $3,995,789
Current portion of debt595,000
 325,000
 1,011,334
 711,147
Dividends payable98,959
 97,584
 111,380
 105,369
Income taxes payable26,666
 6,354
Other current liabilities806,887
 734,101
 1,310,967
 1,088,428
TOTAL CURRENT LIABILITIES4,802,667
 4,244,150
Total current liabilities 6,498,228
 5,900,733
Long-term debt550,000
 550,000
 2,871,106
 2,432,133
Operating lease liabilities 724,682
 
Pension and other post–retirement benefit liabilities260,243
 341,510
 208,008
 235,228
Deferred tax liabilities50,106
 48,326
 212,308
 196,843
Other long-term liabilities441,090
 468,058
 437,165
 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 – 146,078,369 shares; 2018 – 145,936,613 shares 146,078
 145,937
Additional paid-in capital66,152
 56,605
 83,949
 78,380
Retained earnings4,042,404
 4,001,734
 4,630,480
 4,341,212
Accumulated other comprehensive loss(876,934) (1,013,021) (1,195,179) (1,115,078)
TOTAL PARENT EQUITY3,378,235
 3,193,728
Total parent equity 3,665,328
 3,450,451
Noncontrolling interests in subsidiaries11,893
 13,628
 22,647
 21,540
TOTAL EQUITY3,390,128
 3,207,356
TOTAL LIABILITIES AND EQUITY$9,494,234
 $8,859,400
Total equity 3,687,975
 3,471,991
Total liabilities and equity $14,639,472
 $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 June 30, Six Months Ended June 30,
2017 2016 2017 2016
(unaudited)
(in thousands, except per share data)
(in thousands, except per share data) 2019 2018 2019 2018
Net sales$4,095,906
 $3,941,743
 $12,101,725
 $11,559,648
 $4,934,260
 $4,822,065
 $9,671,093
 $9,408,359
Cost of goods sold2,869,016
 2,743,142
 8,479,402
 8,091,124
 3,335,679
 3,300,479
 6,564,344
 6,450,966
Gross profit1,226,890
 1,198,601
 3,622,323
 3,468,524
 1,598,581
 1,521,586
 3,106,749
 2,957,393
Operating expenses:               
Selling, administrative and other expenses940,259
 869,562
 2,717,416
 2,522,223
 1,216,913
 1,148,217
 2,414,133
 2,281,988
Depreciation and amortization40,276
 37,682
 117,640
 108,247
 66,154
 58,451
 128,131
 116,814
980,535
 907,244
 2,835,056
 2,630,470
       
Provision for doubtful accounts 5,962
 3,666
 9,931
 6,367
Total operating expenses 1,289,029
 1,210,334
 2,552,195
 2,405,169
Non-operating expenses (income):        
Interest expense 23,296
 26,476
 47,179
 50,585
Other (15,873) (15,495) (6,266) (27,951)
Total non-operating expenses 7,423
 10,981
 40,913
 22,634
Income before income taxes246,355
 291,357
 787,267
 838,054
 302,129
 300,271
 513,641
 529,590
Income taxes87,913
 106,031
 278,693
 303,334
 77,699
 73,299
 128,961
 126,042
Net income$158,442
 $185,326
 $508,574
 $534,720
 $224,430
 $226,972
 $384,680
 $403,548
Basic net income per common share$1.08
 $1.24
 $3.45
 $3.58
 $1.54
 $1.55
 $2.63
 $2.75
Diluted net income per common share$1.08
 $1.24
 $3.44
 $3.56
 $1.53
 $1.54
 $2.62
 $2.74
Dividends declared per common share$.6750
 $.6575
 $2.025
 $1.973
 $.7625
 $.7200
 $1.5250
 $1.4400
Weighted average common shares outstanding146,720
 148,899
 147,312
 149,243
 146,075
 146,748
 146,029
 146,738
Dilutive effect of stock options and non-vested restricted stock awards502
 828
 561
 781
 661
 512
 684
 548
Weighted average common shares outstanding – assuming dilution147,222
 149,727
 147,873
 150,024
 146,736
 147,260
 146,713
 147,286
        
Net income $224,430
 $226,972
 $384,680
 $403,548
Other comprehensive (loss) income, net of income taxes:        
Foreign currency translation adjustments 10,864
 (163,993) 37,981
 (121,113)
Cash flow and net investment hedge adjustments, net of income taxes in 2019 — $7,726 and $1,931; 2018 — $12,115 and $5,935 respectively (20,889) 32,755
 (5,221) 16,045
Pension and postretirement benefit adjustments, net of income taxes in 2019 — $1,786 and $3,574; 2018 — $2,642 and $5,290 respectively 4,833
 7,145
 9,665
 14,309
Other comprehensive (loss) income, net of income taxes (5,192) (124,093) 42,425
 (90,759)
Comprehensive income$202,897
 $201,981
 $644,661
 $599,828
 $219,238
 $102,879
 $427,105
 $312,789
See accompanying notes to condensed consolidated financial statements.

GENUINE PARTS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
  Three months ended June 30, 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
April 1, 2019 146,063,911
 $146,064
 $77,424
 $(1,189,987) $4,517,430
 3,550,931
 $21,901
 3,572,832
Net income 
 
 
 
 224,430
 224,430
 
 224,430
Other comprehensive loss, net of tax 
 
 
 (5,192) 
 (5,192) 
 (5,192)
Cash dividends declared, $0.7625 per share 
 
 
 
 (111,380) (111,380) 
 (111,380)
Share-based awards exercised, including tax benefit of $174 14,458
 14
 (546) 
 
 (532) 
 (532)
Share-based compensation 
 
 7,071
 
 
 7,071
 
 7,071
Noncontrolling interest activities 
 
 
 
 
 
 746
 746
June 30, 2019 146,078,369
 $146,078
 $83,949
 $(1,195,179) $4,630,480
 $3,665,328
 $22,647
 $3,687,975
  Six months ended June 30, 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 
 
 
 
 384,680
 384,680
 
 384,680
Other comprehensive loss, net of tax (1) 
 
 
 42,425
 
 42,425
 
 42,425
Cash dividends declared, $1.5250 per share 
 
 
 
 (222,735) (222,735) 
 (222,735)
Share-based awards exercised, including tax benefit of $3,986 141,756
 141
 (7,512) 
 
 (7,371) 
 (7,371)
Share-based compensation 
 
 13,081
 
 
 13,081
 
 13,081
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 
 
 
 
 
 
 1,107
 1,107
June 30, 2019 146,078,369
 $146,078
 $83,949
 $(1,195,179) $4,630,480
 $3,665,328
 $22,647
 $3,687,975

(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 EQUITY
(UNAUDITED)
  Three months ended June 30, 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
April 1, 2018 146,737,803
 $146,738
 $67,550
 $(819,258) $4,115,049
 $3,510,079
 $51,302
 $3,561,381
Net income 
 
 
 
 226,972
 226,972
 
 226,972
Other comprehensive loss, net of tax 
 
 
 (124,093) 
 (124,093) 
 (124,093)
Cash dividends declared, $0.7200 per share 
 
 
 
 (105,662) (105,662) 
 (105,662)
Share-based awards exercised, including tax benefit of $82 14,929
 15
 (688) 
 
 (673) 
 (673)
Share-based compensation 
 
 5,349
 
 
 5,349
 
 5,349
Noncontrolling interest activities 
 
 
 
 
 
 (947) (947)
June 30, 2018 146,752,732
 $146,753
 $72,211
 $(943,351) $4,236,359
 $3,511,972
 $50,355
 $3,562,327
  Six months ended June 30, 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 
 
 
 
 403,548
 403,548
 
 403,548
Other comprehensive loss, net of tax 
 
 
 (90,759) 
 (90,759) 
 (90,759)
Cash dividends declared, $1.4400 per share 
 
 
 
 (211,311) (211,311) 
 (211,311)
Share-based awards exercised, including tax benefit of $2,599 100,117
 100
 (4,950) 
 
 (4,850) 
 (4,850)
Share-based compensation 
 
 9,035
 
 
 9,035
 
 9,035
Cumulative effect from adoption of ASU 2014-09, net of tax 
 
 
 
 (5,843) (5,843) 
 (5,843)
Noncontrolling interest activities 
 
 
 
 
 
 (1,649) (1,649)
June 30, 2018 146,752,732
 $146,753
 $72,211
 $(943,351) $4,236,359
 $3,511,972
 $50,355

$3,562,327


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, Six Months Ended June 30,
2017 2016
(unaudited)
(in thousands)
OPERATING ACTIVITIES:   
(in thousands) 2019 2018
Operating activities:    
Net income$508,574
 $534,720
 $384,680
 $403,548
Adjustments to reconcile net income to net cash provided by operating activities:       
Depreciation and amortization117,640
 108,247
 128,131
 116,814
Share-based compensation12,912
 15,362
 13,081
 9,035
Excess tax benefits from share-based compensation(2,504) (10,475) (3,986) (2,599)
Realized currency losses on divestiture 27,037
 
Changes in operating assets and liabilities(94,265) 93,498
 (247,568) (71,723)
NET CASH PROVIDED BY OPERATING ACTIVITIES542,357
 741,352
INVESTING ACTIVITIES:   
Net cash provided by operating activities 301,375
 455,075
Investing activities:    
Purchases of property, plant and equipment(97,181) (86,650) (106,712) (65,146)
Acquisitions and other investing activities(289,353) (365,545)
NET CASH USED IN INVESTING ACTIVITIES(386,534) (452,195)
FINANCING ACTIVITIES:   
Acquisitions of businesses and other investing activities (357,286) (82,545)
Net cash used in investing activities (463,998) (147,691)
Financing activities:    
Proceeds from debt3,420,000
 3,020,000
 2,973,236
 2,320,906
Payments on debt(3,150,000) (2,870,000) (2,359,975) (2,367,284)
Share-based awards exercised(3,289) (11,942) (7,371) (4,851)
Excess tax benefits from share-based compensation
 10,475
Dividends paid(296,517) (288,909) (216,724) (204,649)
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 389,166
 (255,878)
Effect of exchange rate changes on cash and cash equivalents 2,461
 (11,264)
Net increase in cash and cash equivalents 229,004
 40,242
Cash and cash equivalents at beginning of period 333,547
 314,899
Cash and cash equivalents at end of period $562,551
 $355,141
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 interim 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 periodsix months ended SeptemberJune 30, 20172019 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 June 30, Six Months Ended June 30,
  2019 2018 2019 2018
Net sales:        
Automotive $2,774,808
 $2,736,201
 $5,397,153
 $5,300,460
Industrial 1,681,721
 1,602,665
 3,317,144
 3,150,609
Business products 477,731
 483,199
 956,796
 957,290
Total net sales $4,934,260
 $4,822,065
 $9,671,093
 $9,408,359
Operating profit:        
Automotive $228,385
 $243,611
 $407,613
 $428,317
Industrial 136,334
 125,191
 257,362
 237,382
Business products 20,896
 21,422
 42,116
 43,023
Total operating profit 385,615
 390,224
 707,091
 708,722
Interest expense, net (22,514) (25,525) (45,543) (48,832)
Intangible asset amortization (23,917) (21,806) (46,501) (43,209)
Corporate expense (1) (37,055) (42,622) (101,406) (87,091)
Income before income taxes $302,129
 $300,271
 $513,641
 $529,590

(1)Includes $4,108 and $38,222 of expenses for the three and six months ended June 30, 2019, respectively, from realized currency losses and transaction and other costs. The realized currency losses of $27,037 for the six months ended June 30, 2019 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 $9,105 and $22,114  for the three and six months ended June 30, 2018, respectively, in certain transaction and other costs related to the acquisition of Alliance Automotive Group ("AAG") and the attempted Business Products Group spin-off (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 June 30, Six Months Ended June 30,
  2019 2018 2019 2018
North America:        
Automotive $1,963,583
 $1,944,980
 $3,777,368
 $3,727,294
Industrial 1,681,721
 1,602,665
 3,317,144
 3,150,609
Business products 477,731
 483,199
 956,796
 957,290
Total North America $4,123,035
 $4,030,844
 $8,051,308
 $7,835,193
Australasia – Automotive 286,717
 302,799
 571,270
 604,803
Europe – Automotive 524,508
 488,422
 1,048,515
 968,363
Total net sales $4,934,260
 $4,822,065
 $9,671,093
 $9,408,359



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
 $599,828
Loss
The following tables present the changes in accumulated other comprehensive loss by component for the ninesix months ended SeptemberJune 30:
 2017
 Changes in Accumulated Other
Comprehensive Loss by Component
 Pension and
Other Post-
Retirement
Benefits
 Foreign
Currency
Translation
 Total
 (in thousands)
Beginning balance, January 1$(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
 (835) 10,944
 10,109
Amounts reclassified from accumulated other comprehensive loss, net of tax (1)9,665
 (4,386) 27,037
 32,316
Other comprehensive income, net of income taxes9,665
 (5,221) 37,981
 42,425
Cumulative effect from adoption of ASU 2018-02(122,526) 
 
 (122,526)
Ending balance, June 30, 2019$(739,183) $5,505
 $(461,501) $(1,195,179)
(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 loss before reclassifications, net of tax
 16,045
 (121,113) (105,068)
Amounts reclassified from accumulated other comprehensive loss, net of tax14,309
 
 
 14,309
Other comprehensive loss, net of income taxes14,309
 16,045
 (121,113) (90,759)
Ending balance, June 30, 2018$(554,648) $(1,343) $(387,360) $(943,351)
 2016
 Changes in Accumulated Other
Comprehensive Loss by Component
 Pension and
Other Post-
Retirement
Benefits
 Foreign
Currency
Translation
 Total
 (in thousands)
Beginning balance, January 1$(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 were effective for interim and annual reporting periods beginning after December 15, 2018 and early adoption iswas permitted.  The new standard mustASU's transition provisions could 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 adopted ASU 2016-02 and its amendments and applied 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. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, the Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing 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 $4,797, net of taxes, as of January 1, 2019. The standard did not materially impact the Company's 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. 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 effects from accumulated other comprehensive income. ASU 2018-02 was effective for periods beginning after December 15, 2018, with an election to adopt early. The Company adopted ASU 2018-02 as of January 1, 2019 and recognized an adjustment to increase retained earnings and to adjust accumulated other comprehensive loss by approximately $122,526.
Financial Instruments - Credit Losses (Topic 220)

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. Among other things, the ASU and its amendments replace the incurred loss impairment model for receivables and certain other financial instruments with a current expected credit loss model. The new model measures impairment based on expected credit losses over the remaining contractual life of an asset, considering available information about the collectability of cash flows, past events, current conditions, and reasonable and supportable forecasts. Additional quantitative and qualitative disclosures are required. ASU 2016-13 is effective for periods beginning after December 15, 2019, with an option to adopt early. The Company plans to adopt the ASU and its amendments on January 1, 2020, and any changes to allowances for credit losses caused by the adoption will be made through a cumulative effect adjustment to retained earnings as of that date. The Company is currently evaluating the impact of ASU 2016-022016-13 and its amendments on its condensedthe Company's consolidated financial statementsstatements.

Compensation - Retirement Benefits (Topic 715)
In August 2018, the FASB issued ASU 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans. The updated accounting guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing, adding and relatedclarifying certain disclosures. As disclosed in the leased properties footnote in the 2016 Annual Report on Form 10-K, the future minimum payments under noncancelable operating leases are approximately $865.0 million and the Company believes theThese provisions must be applied retrospectively. ASU 2018-14 is effective for periods beginning after December 15, 2020, with an option to adopt early. The adoption of this standard willASU

2018-14 is not expected to 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 aspectsCompany’s financial position, results of share-based compensation to employees including forfeitures, employer tax withholding, and the financial statement presentation of excess tax benefitsoperations 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. In addition, the Company did not elect to change shares withheld for employment income tax purposes, or the current methodology of estimating forfeitures upon adoption.disclosures. The Company adopted ASU 2016-09 on January 1, 2017 on a prospective basis. The adoption of ASU 2016-09 diddoes not have a material impactplan to early adopt the Company's condensed consolidated financial statements for the nine months ended September 30, 2017 and it is not expected to have a material impact on the annual consolidated financial statements or related disclosures.
In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715) ("ASU 2017-07"), which requires an entity to report the service cost component of net periodic benefit cost in the same line item as other compensation costs (selling, administrative and other expenses), and the remaining components in non-operating expense in the consolidated statement of income and comprehensive income. This standard is effective for interim and annual reporting periods beginning after December


15, 2017 and early adoption is permitted. The Company will adopt ASU 2017-07 on January 1, 2018 and it is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.standard.
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.

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 forfrom the Company's pension plans included the following components for the three months ended SeptemberJune 30:

  Pension Benefits
  2019 2018
Service cost $2,379
 $2,612
Interest cost 24,335
 22,071
Expected return on plan assets (38,507) (38,516)
Amortization of prior service credit (17) (37)
Amortization of actuarial loss 7,746
 9,935
Net periodic benefit income $(4,064) $(3,935)
 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 benefit income forfrom the Company's pension plans included the following components for the ninesix months ended SeptemberJune 30:

  Pension Benefits
  2019 2018
Service cost $4,769
 $5,266
Interest cost 48,683
 44,184
Expected return on plan assets (77,034) (77,104)
Amortization of prior service credit (34) (74)
Amortization of actuarial loss 15,495
 19,894
Net periodic benefit income $(8,121) $(7,834)


 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)

Service cost is recorded in selling, administrative and other expenses in the condensed consolidated statements of income and comprehensive income while all other components 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 SeptemberJune 30, 2017,2019, the Company was in compliance with all such covenants.
At SeptemberAs of June 30, 2017,2019, the total borrowings of the independents and affiliates subject to guarantee by the Company were approximately $554.2 million.$841,319. 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,these guarantees, the Company would obtain and liquidate certain collateral pledged by the independents or affiliates (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 SeptemberJune 30, 2017,2019, the Company has recognized certain assets and liabilities amounting to $59.0 million$84,000 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 SeptemberAs of June 30, 2017,2019, the carrying valueamount, net of debt issuance costs, and the fair value of fixed rate debt were approximately $550.0 million$1,961,850 and $563.6 million,$2,038,652, 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$1,961,850 is included in long-term debt in the accompanying condensed consolidated balance sheets.
8. Credit Facilities
On May 31, 2019, the Company entered into a private placement agreement of €250,000 long-term fixed rate debt. The €250,000 of long-term fixed rate debt includes €50,000, 1.55% Series A Guaranteed Senior Note J –maturing on May 31, 2029, €100,000, 1.74% Series B Guaranteed Senior Note maturing on May 31, 2031 and €100,000, 1.95% Series C Guaranteed Senior Note maturing on May 31, 2034.
On June 30, 2019, the Company entered into a private placement agreement of Australian dollar ("A$") denominated long-term fixed rate debt of A$310,000. The A$310,000 of long-term fixed rate debt includes A$155,000, 3.10% Series A Guaranteed Senior Note maturing on June 30, 2024 and A$155,000, 3.43% Series B Guaranteed Senior Note maturing on June 30, 2026.
All borrowings require the Company to comply with a financial covenant with respect to a maximum debt to EBITDA ratio. At June 30, 2019, the Company was in compliance with all such covenants. For information on the Company's other credit facilities please see the Company's 2018 Annual Report on Form 10-K.
9. 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 Hedges
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 June 30, 2019. Gains or losses related to the interest rate cash flow hedges were not material during the three and six months ended June 30, 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 June 30, 2019. Gains or losses related to the cross-currency interest rate swap and the forward contract were not material during the three and six months ended June 30, 2019.
As of June 30, 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 June 30, 2019, the Euro-denominated debt had a total carrying amount of $795,900, which is included in long-term debt in the Company’s condensed consolidated balance sheets. For the three months ended June 30, 2019, the Company recorded a loss, net of tax, of approximately $7,716, and for the six months ended June 30, 2019, the Company recorded a gain, net of tax, of approximately $3,730. For the three and six months ended June 30, 2018, the Company recorded a gain, net of tax, of approximately $32,755 and $16,045, respectively. These amounts are recorded 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 or six months ended June 30, 2019. Amounts would only be reclassified into earnings if the European subsidiary were liquidated, or otherwise disposed.
10. 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 June 30, 2019:
  Balance Sheet Line Item June 30, 2019
Operating lease assets Operating lease assets $961,975
     
Operating lease liabilities:    
Current operating lease liabilities Other current liabilities $223,370
Noncurrent operating lease liabilities Operating lease liabilities 724,682
Total operating lease liabilities   $948,052

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 June 30, 2019 are:
Weighted average remaining lease term (in years)5.47
Weighted average discount rate3.49%

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 June 30, 2019:
July 1, 2019 through December 31, 2019$144,705
2020263,440
2021200,553
2022147,423
2023101,241
Thereafter219,101
Total undiscounted future minimum lease payments1,076,463
Less: Difference between undiscounted lease payments and discounted operating lease liabilities128,411
Total operating lease liabilities$948,052

Operating lease payments include $22,200 related to options to extend lease terms that are reasonably certain of being exercised.
Operating lease costs were $76,899 and $157,386 for the three and six months ended June 30, 2019, respectively. 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 for the periods presented.
Cash paid for amounts included in the measurement of operating lease liabilities were $150,882 for the six months ended June 30, 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 $113,771 for the six months ended June 30, 2019.
11. 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 –12. Acquisitions and Equity InvestmentsDivestitures
DuringAcquisitions
The Company acquired several businesses for approximately $378,744, net of cash acquired, during the ninesix months ended SeptemberJune 30, 2017,2019. These included Hennig Fahrzeugteile Group, Parts Point Group and several bolt-on acquisitions in the Automotive Parts Group and Axis New England and Axis New York in the Industrial Parts Group.
The Company has recognized the preliminary, estimated fair values of the assets acquired and liabilities assumed at the acquisition dates for these businesses. Additional adjustments may be made to the acquisition accounting during the measurement period primarily related to intangible asset revaluations, tax accounting and leases.
As a subsequent event, in July 2019, the Company acquired certain companiesseveral businesses including the remaining 65% equity investment in Inenco Group ("Inenco"). Inenco is one of Australasia's leading industrial distributors of key product categories such as bearings, power transmission and seals and it generates estimated annual revenues of approximately $400 million. Inenco is a part of the Industrial Parts Group.
Divestitures
Grupo Auto Todo
On March 7, 2019, the Company sold all of the equity investments forof Grupo Auto Todo, a Mexican subsidiary within the Automotive Parts Group. Grupo Auto Todo contributed approximately $266.4 million. The Company recognized and measured the assets and liabilities assumed based on their fair values as$93,000 of their respective acquisition dates. The results of operations revenues for the acquired companies wereyear ended December 31, 2018. The Company

incurred realized currency losses of $27,037 from this transaction during the six months ended June 30, 2019. The realized 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.
13. Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentations.
14. 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 247 and 135 shares of common stock were outstanding but excluded from the acquisitions. The Company is incomputations of diluted earnings per share for the processthree and six month periods ended June 30, 2019, respectively, as compared to approximately 2,098 and 1,445 for the three and six month periods ended June 30, 2018, respectively. 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 the unpredictability of additional 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 ninesix months ended SeptemberJune 30, 2017,2019, business was conducted throughout the United States, Canada, Mexico, Australia, New Zealand, Mexicothe U.K., France, Germany, Poland, the Netherlands, Belgium, and Puerto Rico from approximately 2,670more than 3,100 locations.

Sales for the three months ended SeptemberJune 30, 20172019 were $4.10$4.9 billion, a 4%2.3% increase as compared to $3.94$4.8 billion in the same period of the prior year. For the three months ended SeptemberJune 30, 2017,2019, the Company recorded consolidated net income of $158.4$224.4 million, a decrease of 15%1.1% as compared to consolidated net income of $185.3$227.0 million in the same three month period of the prior year. On a per share diluted basis, net income was $1.53 for the three months ended June 30, 2019, a decrease of 0.6% as compared to $1.54 for the same three month period of 2018. For the ninesix months ended SeptemberJune 30, 20172019, sales were $12.10$9.7 billion, a 4.7%2.8% increase as compared to $11.56$9.4 billion in the same period of the prior year. For the ninesix months ended SeptemberJune 30, 2017,2019, the Company recorded consolidated net income of $508.6$384.7 million compared to consolidated net income of $534.7$403.5 million in the same ninesix month period of the prior year, a decrease of 4.7%. On a per share diluted basis, net income was $2.62, a decrease of 4.4% as compared to $2.74 in the same six month period of 2018.
During the three and six months ended June 30, 2019, the Company incurred pre-tax expenses of $4.1 million and $38.2 million, respectively, from realized currency losses and transaction and other costs primarily related to the Company's acquisition activity and the March 7, 2019 sale of Grupo Auto Todo, a Mexican subsidiary in the Automotive Parts Group. This business contributed approximately $93.0 million of revenues for the year ended December 31, 2018. The three and six months ended June 30, 2018

include $9.1 million and $22.1 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 transaction and other costs, the Company's adjusted net income was $230.3 million, a decrease of 1.4% as compared to adjusted net income of $233.6 million in the same three month period of the prior year. Adjusted net income is a non-GAAP measure (see table below for reconciliation to GAAP net income). On a per share basis, adjusted net income was $1.57 for the three months ended June 30, 2019, a decrease of 1.3% as compared to $1.59 for the same three month period of 2018. Adjusted net income for the six months ended June 30, 2019, which also excludes the impact of realized currency losses, was $417.5 million, a decrease of 0.6% for the same six month period of 2018. On a per share diluted basis, adjusted net income was $2.85 for the six months ended June 30, 2019, which was flat compared to the same six month period of the prior year.
The Company incurred certain transaction costs primarily relatedremains committed to the pending $2.0 billion Europeanits key growth initiatives, which include: driving greater share of spend with existing customers; employing an aggressive but disciplined acquisition of Alliance Automotive Group in the third quarter of 2017. Before the impact of these costs,strategy focused on both geographical in-fill and product line adjacencies; expanding the Company's net income was $170.0 milliondigital capabilities; and $520.2 million in the threefurther expansion of our U.S. and nine month periods ended September 30, 2017.international footprint.
The Company continuesWe continue to execute on these initiatives, and also focus on a variety ofour plans and strategic initiatives to facilitate continued growth including strategic acquisitions,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 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.Company's operating performance over the long-term.

Sales
Sales

As noted above, sales for the three months ended SeptemberJune 30, 20172019 were $4.10$4.9 billion, a 4%2.3% increase as compared to $3.94$4.8 billion in the same period of the prior year. TheApproximately 1.6% of the revenue increase for the three months ended SeptemberJune 30, 2017, consisted of an approximate 2% contribution2019 represents the growth in comparable sales, while 2.7% came from acquisitions,acquisitions. These items were partially offset by a positive 1% increase in organic sales and a 1% favorable1.5% negative currency impact. In addition, sales were negatively impacted by 0.5% due to the sale of Grupo Auto Todo. For the ninesix months ended SeptemberJune 30, 20172019 sales were $12.10$9.7 billion, a 4.7%2.8% increase as compared to $11.56$9.4 billion in the same period of the prior year, whichyear. This reflects a 1.2%an approximate 2.4% increase in organiccomparable sales, a 3.1%2.4% contribution from acquisitions and an approximate 0.4% favorablea 1.7% unfavorable currency impact, as compared to the same ninesix month period in 2016.

2018. In addition, automotive sales were negatively impacted by 0.3% due to the sale of Grupo Auto Todo.
Sales for the Automotive Parts Group increased 3.6% in1.4% for the third quarter of 2017,three months ended June 30, 2019, as compared to the same period in the prior year. This group’s revenue increase for the three months ended SeptemberJune 30, 20172019 consisted of an approximate 1.4% benefit from acquisitions, a positive 1% net impact of organic1.3% increase in comparable sales and a 1.2% favorable3.5% benefit from acquisitions. These items were partially offset by an unfavorable foreign currency impact.impact of approximately 2.5% and a 0.9% impact from the sale of Grupo Auto Todo. This group’s 3.6% sales1.8% revenue increase for the nine month periodsix months ended SeptemberJune 30, 2017 reflects a 1% increase from organic sales growth,2019 consisted of an approximate 2% contribution from acquisitions,2.2% increase in comparable sales and a 0.6% favorable3.2% benefit from acquisitions. These items were partially offset by an unfavorable foreign currency impact of approximately 2.9% and a 0.7% negative impact from our businesses throughout Australia, Canada and Mexico.the sale of Grupo Auto Todo. We anticipate that 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%4.9% for the three month periodmonths ended SeptemberJune 30, 2017,2019, as compared to the same period in 2016.2018. The increase in this group’s revenues reflects a 4.1%an approximate 3.1% increase in organiccomparable sales, an approximate 2.6% accretive impact ofa 2.1% benefit from acquisitions and a 0.4% favorableslightly unfavorable foreign currency impact. This group’s 7.1%group's 5.3% sales increase for the nine month periodsix months ended SeptemberJune 30, 20172019 reflects a 4.1%3.6% increase in organiccomparable sales, a 2.0% increase from acquisitions and a 3% contribution from acquisitions.slightly unfavorable foreign currency impact. 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 steady economic and industry-specific factors, bode well for Industrial Parts Group's long-term growth prospects.
Sales for the OfficeBusiness Products Group decreased 4.7%1.1% for the three months ended SeptemberJune 30, 2017, due to its decrease in organic sales2019, 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% decrease in organiccomparable sales. For the six months ended June 30, 2019, this group's revenues were essentially flat compared to the same six month period in 2018. 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.

Sales for the Electrical/Electronic Materials Group increased 11.6% for 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, industry pricing increased 0.3% 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% in the Industrial segment.offering.
Cost of Goods Sold/Sold and Operating Expenses

Cost of goods sold for the three months ended SeptemberJune 30, 20172019 was $2.87$3.34 billion, a 5%1.1% increase from $2.74$3.30 billion for the same period in 2016.2018. As a percentage of net sales, cost of goods sold was 70.0%67.6% for the three month periodmonths ended SeptemberJune 30, 2017,2019, as compared to 69.6%68.4% in the same three month period of 2016.2018. Cost of goods sold for the ninesix months ended SeptemberJune 30, 20172019 was $8.48$6.6 billion, a 5%1.8% increase from $8.09$6.5 billion for the same period in the prior year.2018. As a percentpercentage of net sales, cost of goods sold was 70.1%67.9% for the six months ended June 30, 2019, as compared to 70.0%68.6% in the same ninesix month period of 2016.2018. The increase in cost of goods sold for the three and nine month periodssix months ended SeptemberJune 30, 20172019 primarily relates to the sales increase for this periodthese periods as compared to the same three and ninesix month periods of the prior year. The increase for these periods 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. Tariffs did not have a material impact in the periods presented.
Total operating expenses increased to $980.5 million$1.3 billion for the three month periodmonths ended SeptemberJune 30, 20172019 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%26.1% as compared to 23.0%25.1% in the same three month period of the previous year. For the ninesix months ended SeptemberJune 30, 2017,2019, these expenses totaled $2.84$2.6 billion, or 23.4%26.4% as a percentage of net sales, compared to $2.63$2.4 billion, or 22.8%25.6% as a percentage of net sales for the same ninesix month period in the prior year.
The increase in operating expenses as a percentage of net sales for the three and nine month periodssix months ended SeptemberJune 30, 20172019 reflects the Company’s deleveragingeffect of expenses on lower comparable sales, as well as higherrising costs in areas such as payroll, freight, IT digital, legal, professional and insurance, freight and delivery, 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 comparable 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 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,businesses; however, the operating profit margins generally 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 decreased to $310.3$385.6 million for the three months ended SeptemberJune 30, 2017,2019, compared to $328.0$390.2 million for the same three month period of the prior year.year, a decrease of 1.2%. As a percentage of net sales, operating profit was 7.6%,7.8% as compared to 8.3%8.1% in the same three month period of 2016.2018. For the ninesix months ended SeptemberJune 30, 2017,2019, operating profit decreased to $946.5$707.1 million compared to $953.1$708.7 million for the same ninesix month period of the prior year, and as a percentage of net sales, operating profit was 7.8%,7.3% as compared to 8.2%7.5% in the same ninesix month period of 2016.2018. The decrease in operating profit as a percentagepercent of net sales for the three and nine month periodssix months ended SeptemberJune 30, 20172019 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 payroll, freight, IT freight and delivery costs, lower volume incentives 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 wascomparable sales in certain markets relative to the prior year. These increases were partially offset by the positive impactimprovement in gross margin for the second quarter of cost control initiatives.



2019 as compared to the same period in 2018.
The Automotive Parts Group’s operating profit decreased 10%6.3% in the three month periodmonths ended SeptemberJune 30, 2017,2019 as compared to the same period of 2016,2018, and its operating profit margin was 8.2%, as compared to 9.4%8.9% in the same three month period of the priorprevious year. For the ninesix months ended SeptemberJune 30, 2017,2019, the Automotive Parts Group’sGroup's operating profit decreased approximately 3%4.8% and the operating profit margin was 8.5%7.6% as compared to 9.1%8.1% in the same ninesix month period of 2016.2018. The decrease in operating profit marginas a percent of sales for the three and nine month periodssix months ended SeptemberJune 30, 20172019 is primarily due to the slow organic sales environment in our U.S. Automotive businessesimpact of rising costs and its impact on expense leverage, higherthe deleveraging of expenses in areas suchthe European automotive business. These decreases were partially offset by the improvement in gross margin for these periods as IT, freight and delivery costs lower volume incentives and a product mix shiftcompared to lower margin products.

the same periods of the previous year.
The Industrial ProductsParts Group’s operating profit increased 10.5%8.9% in the three month periodmonths ended SeptemberJune 30, 2017,2019 as compared to the same three month period of 2016,2018, and the operating profit margin for this group was 7.6%8.1% compared to 7.4%7.8% for the same period of the previous year. Operating profit for the Industrial ProductsParts Group increased by 10%8.4% for the nine month periodsix months ended SeptemberJune 30, 2017,2019, compared to the same period in 2016,2018, and the operating profit margin was 7.5%7.8% compared to 7.3%7.5% for the same ninesix month period in 2016.2018. The increase inimproved operating profit margin forreflects the positive impact of strong sales growth, improved gross margins and the leveraging of expenses in the three and nine month periodssix months ended SeptemberJune 30, 2017 is primarily due2019 as compared to the increasesame periods in organic sales volume2018, driven by a relatively steady industrial economy and its positive impact on expense leverage, as well as improved core gross margin.

the effective execution of Industrial's strategic growth initiatives.
The OfficeBusiness Products Group’s operating profit decreased 21%2.5% for the three months ended SeptemberJune 30, 2017,2019, compared to the same three month period in 2016,2018, and the operating profit margin for this group was 4.7% compared to 5.7% for the same three month period of 2016.remained flat at 4.4%. For the ninesix months ended SeptemberJune 30, 2017,2019, the OfficeBusiness Products Group’sGroup's operating profit decreased 12%2.1% compared to the same period of the prior year,in 2018, and the operating profit margin was 5.6%4.4% compared to 6.5%4.5% for the same period in 2016.2018. The decrease in operating profit margin for the three and nine month periodssix months ended SeptemberJune 30, 20172019 is primarily due to the following factors: the impact of lower organic sales volumeunfavorable shift in customer 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.product mix.

If there are sustained declines in macroeconomic or business conditions in future periods affecting the projected earnings and cash flows at our reporting units, among other things, there can be no assurance that goodwill at one or more reporting units may not be impaired. Nonetheless, as of June 30, 2019, we believe goodwill is recoverable for all our reporting units.
Income Taxes
The Electrical/Electronic Materials Group operating profit decreased 5%Company's effective income tax rate was 25.7% for the three months ended SeptemberJune 30, 2017, as2019, compared to 24.4% for 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.
Income Taxes

2018. The effective income tax rate was 35.7%25.1% for the three month periodsix months ended SeptemberJune 30, 2017,2019, compared to 36.4%23.8% for the same period in 2016.2018. The effectiverate increase is 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 statute-related 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.comparable periods.
Net Income

For the three months ended SeptemberJune 30, 2017,2019, the Company recorded consolidated net income of $158.4$224.4 million, a decrease of 15%1.1% as compared to consolidated net income of $185.3$227.0 million in the same three month period of the prior year. On a per share diluted basis, net income was $1.08,$1.53, a decrease of 13%0.6% as compared to $1.24$1.54 for the same three month period of 2016.2018. For the ninesix months ended SeptemberJune 30, 2017,2019, the Company recorded consolidated net income of $508.6$384.7 million, a decrease of 4.7% as compared to consolidated net income of $534.7$403.5 million in the same ninesix month period of the prior year. On a per share diluted basis, net income was $3.44,$2.62, a decrease of 3%4.4% as compared to $3.56$2.74 in the same ninesix month period of 2018.
During the three and six months ended SeptemberJune 30, 2016.
The2019, the Company incurred certainexpenses of $4.1 million and $38.2 million, respectively, from realized currency losses and transaction and other costs, before taxes. The realized currency losses and transaction and other costs primarily resulted from acquisition activity and 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 and six months ended June 30, 2018 included $9.1 million and $22.1 million, respectively, in transaction and other costs primarily related to the pending $2.0 billion EuropeanAAG acquisition and the attempted spin-off of Alliance Automotive Group in the third quarter of 2017. Business Products Group.
Before the impact of theserealized currency losses and transaction and other costs, the Company's adjusted net income was $170.0$230.3 million, or $1.16 ona decrease of 1.4% as compared to adjusted net income of $233.6 million in the same three month period of the prior year. Adjusted net income is a non-GAAP measure (see table below for reconciliation to GAAP net income). On a per share basis, adjusted net income was $1.57 for the three months ended June 30, 2019, a decrease of 1.3% as compared to $1.59 for the same three month period of 2018. Before the transaction and other costs discussed above recorded in the six months ended June 30, 2019, adjusted net income was $417.5 million, a decrease of 0.6% for the same six month period of 2018. On a per share diluted basis, adjusted net income was $2.85 for the six months ended June 30, 2019, which was flat compared to the same six month period of the prior year.
The following table sets forth a reconciliation of net income and $520.2 million, or $3.52 on adiluted net income per common share to adjusted net income and adjusted diluted basis,net income per common share to account for the impact of these 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 threeU.S. (“GAAP”), provide meaningful supplemental information to both management and nine month periods ended September 30, 2017.investors that is indicative of the Company's core operations. The Company does not, nor does it suggest investors should consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information.
  Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share data) 2019 2018 2019 2018
GAAP net income $224,430
 $226,972
 $384,680
 $403,548
Diluted net income per common share $1.53
 $1.54
 $2.62
 $2.74
         
Adjustments:        
Realized currency losses $
 $
 $27,037
 $
Transaction and other costs 4,108
 9,105
 11,185
 22,114
Tax impact of adjustments 1,727
 (2,524) (5,423) (5,650)
Adjusted net income $230,265
 $233,553
 $417,479
 $420,012
Adjusted diluted net income per common share $1.57
 $1.59
 $2.85
 $2.85
Financial Condition
The Company’s cash balance of $210.1$562.6 million at SeptemberJune 30, 2017 decreased $32.82019 increased $229.0 million, or 14%68.7%, from December 31, 2016.2018. For the ninesix months ended SeptemberJune 30, 2017,2019, the Company had net cash provided by operating activities of $301.4 million, net cash

used $289.4in investing activities of $464.0 million and net cash provided by financing activities of $389.2 million. The investing activities consisted primarily of $357.3 million for acquisitions and other investing activities


$296.5 and $106.7 million for investments in the Company via capital expenditures. The financing activities consisted primarily of $216.7 million for dividends paid to the Company’s shareholders, $97.2 million for investments in the Company via capital expenditures and $171.9 million for share repurchases. These items were partially offset by the Company’s earnings and net cash provided by operating activities, as well as the Company's$613.3 million net proceeds from debt structure as outlined in liquidity below.

that is primarily being used to fund acquisitions.
Accounts receivable increased $217.4$343.2 million, or 11%13.8%, from December 31, 2016,2018, which is primarily due to the Company’s acquisitions of businesses and higher sales volume in the nine month periodsix months ended SeptemberJune 30, 20172019 as compared to the fourth quarter or 2016.of 2018. Inventory increased $143.9$141.4 million, or approximately 4% compared to the inventory balance at December 31, 2016, primarily due to acquisitions3.9%, and the impact of foreign exchange. Accountsaccounts payable increased $194.0$68.8 million, or 6%1.7% from December 31, 2016,2018 due primarily due to more favorable payment terms negotiated with the Company's vendors in the nine month period ended September 30, 2017.acquisitions of businesses. The Company’s debt is discussed below.
Liquidity and Capital Resources
Total debt of $3.9 billion at SeptemberJune 30, 20172019 increased $270$739.2 million, or 31%23.5%, from December 31, 2016,2018. The increase in debt primarily related to fundingreflects additional borrowings associated with 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. 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 DecemberCompany's recent acquisitions. On May 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, 2017,2019, the Company entered into a definitiveprivate placement agreement to acquire Alliance Automotive Group (“AAG”) for approximately $2.0 billion includingof €250,000 long-term fixed rate debt. The €250,000 of long-term fixed rate debt includes €50,000, 1.55% Series A Guaranteed Senior Note maturing on May 31, 2029, €100,000, 1.74% Series B Guaranteed Senior Note maturing on May 31, 2031 and €100,000, 1.95% Series C Guaranteed Senior Note maturing on May 31, 2034. On June 30, 2019, the repaymentCompany entered into a private placement agreement of AAG’s outstandingA$310,000 long-term fixed rate debt. The A$310,000 of long-term fixed rate debt at closing. The Company intends to finance the transaction through a combination of new loan agreementsincludes A$155,000, 3.10% Series A Guaranteed Senior Note maturing on June 30, 2024 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 closeA$155,000, 3.43% Series B Guaranteed Senior Note maturing on the acquisition in November 2017.

June 30, 2026.
At SeptemberJune 30, 2017,2019, the Company's total average cost of debt was 2.55%2.5% 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 six months ended June 30, 2019, the Company continued 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 six months ended June 30, 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 ending 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 last fiscal quarter ended June 30, 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 SeptemberJune 30, 2017:

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
April 1, 2019 through April 30, 2019 12,082 $108.39  16,420,143
May 1, 2019 through May 31, 2019 395 $102.02  16,420,143
June 1, 2019 through June 30, 2019 27,150 $102.74  16,420,143
Totals 39,627 $104.46  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 SeptemberJune 30, 2017.2019.


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, 2017July 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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