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☑
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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GA
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58-0254510
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2999 WILDWOOD PARKWAY,
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ATLANTA,
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GA
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30339
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $1.00 par value per share
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GPC
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Table of Contents
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Page
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•
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the competitive environment in our end markets may force us to reduce prices below our desired pricing level or to increase promotional spending;
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•
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our ability to anticipate changes in consumer preferences and to meet customers’ needs for our products in a timely manner;
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•
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our ability to successfully enter new markets, including by successfully identifying and acquiring suitable acquisition targets in these new markets;
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•
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our ability to effectively manage our costs;
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•
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our ability to continue to grow through acquisitions and successfully integrate acquired businesses in our existing operations, including in particular the challenges associated with the integration of foreign operations to ensure the adequacy of internal controls;
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•
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our ability to identify and successfully implement appropriate technological, digital and e-commerce solutions;
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•
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the occurrence of unusually severe weather events, which can disrupt our operations (forcing temporary closure of retail and distribution centers, prohibiting shipment of inventory and products) and negatively impact our results in the affected geographies;
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•
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the occurrence of political unrest and strikes, which can disrupt our operations and negatively impact our results in the affected geographies;
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•
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volatility in oil prices, which could have a negative impact on the U.S. economy and, in particular, the economies of energy-dominant states in which we operate;
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•
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the adequacy of our disclosure controls and procedures and internal controls over financial reporting; and
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•
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the economy in general, including the monetary policies of the Federal Reserve, which are influenced by various factors, including inflation, unemployment and short-term and long-term changes in the international trade balance and the fiscal policies of the U.S. government.
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•
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the number of miles vehicles are driven annually, as higher vehicle mileage increases the need for maintenance and repair;
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•
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the number of vehicles in the automotive fleet, a function of new vehicle sales and vehicle scrappage rates, as a steady or growing total vehicle population supports the continued demand for maintenance and repair;
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•
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the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the warranty or maintenance offered on new vehicles;
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•
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the number of vehicles in current service that are six years old and older, as these vehicles are typically no longer under the original vehicle manufacturers’ warranty and will need more maintenance and repair than newer vehicles;
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•
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the addition of electric vehicles, hybrid vehicles, ride sharing services, alternative transportation means and autonomously driven vehicles and future legislation related thereto;
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•
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gas prices, as increases in gas prices may deter consumers from using their vehicles;
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•
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changes in travel patterns, which may cause consumers to rely more on other transportation;
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•
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restrictions on access to diagnostic tools and repair information imposed by the original vehicle manufacturers or by governmental regulation, as consumers may be forced to have all diagnostic work, repairs and maintenance performed by the vehicle manufacturers’ dealer networks; and
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•
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the economy generally, which in declining conditions may cause consumers to defer vehicle maintenance and repair and defer discretionary spending.
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•
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the level of industrial production and manufacturing capacity utilization, as these indices reflect the need for industrial replacement parts;
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•
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changes in manufacturing reflected in the level of the Institute for Supply Management’s Purchasing Managers Index, as an index reading of 50 or more implies an expanding manufacturing economy, while a reading below 50 implies a contracting manufacturing economy;
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•
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the consolidation of certain of our manufacturing customers and the trend of manufacturing operations being moved overseas, which subsequently reduces demand for our products;
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•
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changes in legislation or government regulations or policies which could impact international trade among our multi-national customer base and cause reduced demand for our products; and
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•
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the economy in general, which in declining conditions may cause reduced demand for industrial output.
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•
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consolidation of customers and consolidation of the industry;
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•
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the increasing digitization of the workplace, as this negatively impacts the need for certain office products;
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•
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the level of unemployment, especially as it relates to white collar and service jobs, as high unemployment reduces the need for office products;
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•
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the level of office vacancy rates, as high vacancy rates reduces the need for office products; and
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•
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the economy in general, which in declining conditions may cause reduced demand for business products consumption.
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•
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make it more difficult to satisfy our financial obligations, including those relating to the senior unsecured notes and our credit facility;
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•
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increase our vulnerability to adverse economic and industry conditions;
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•
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limit our flexibility in planning for, or reacting to, changes and opportunities in our industry, which may place us at a competitive disadvantage;
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•
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require us to dedicate a substantial portion of our cash flows to service the principal and interest on the debt, reducing the funds available for other business purposes, such as working capital, capital expenditures or other cash requirements;
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•
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limit our ability to incur additional debt with acceptable terms; and
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•
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expose us to fluctuations in interest rates.
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Distribution Centers
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Stores/Branches
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Automotive Parts:
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North America
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81
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1,424
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Europe
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62
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692
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Australasia
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12
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553
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Total Automotive Parts
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155
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2,669
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Industrial Parts:
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North America
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15
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551
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Australasia
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8
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184
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Total Industrial Parts
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23
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|
735
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Business Products
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44
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0
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Total
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222
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3,404
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Cumulative Total Shareholder Return $ at Fiscal Year End
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|
2014
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2015
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2016
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2017
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2018
|
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2019
|
Genuine Parts Company
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$100.00
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$82.86
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$94.71
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$97.03
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$101.02
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$115.21
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S&P 500 Stock Index
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$100.00
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$101.38
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$113.51
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$138.28
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$132.23
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$173.86
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Peer Index
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$100.00
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$87.89
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$92.97
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$108.80
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$89.45
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$113.61
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Industry Segment
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2014
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2015
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2016
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2017
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2018
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2019
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Automotive Parts
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53
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%
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52
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%
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53
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%
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53
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%
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56
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%
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|
57
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%
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Industrial Parts
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36
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%
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35
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%
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34
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%
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35
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%
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|
34
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%
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|
34
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%
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Business Products
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11
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%
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|
13
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%
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13
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%
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12
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%
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10
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%
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9
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%
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Period
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Total
Number of
Shares
Purchased(1)
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Average
Price Paid
per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)
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Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
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|||||
October 1, 2019 through October 31, 2019
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42,966
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$
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103.06
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—
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15,631,936
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November 1, 2019 through November 30, 2019
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61,548
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$
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105.48
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—
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15,631,936
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December 1, 2019 through December 31, 2019
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101,863
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$
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105.40
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10,816
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15,621,120
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Totals
|
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206,377
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$
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104.94
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10,816
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15,621,120
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(1)
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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.
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(2)
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On November 17, 2008, and August 21, 2017, the Board of Directors announced that it had authorized the repurchase of 15.0 million shares and 15.0 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 0.6 million shares authorized in the 2008 plan and 15.0 million shares authorized in the 2017 plan remain available to be repurchased by the Company. There were no other repurchase plans announced as of December 31, 2019.
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Year Ended December 31,
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||||||||||||||||||
(In thousands, except per share data)
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2019
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2018
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2017
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2016
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|
2015
|
||||||||||
Net sales
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$
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19,392,305
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|
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$
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18,735,073
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$
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16,308,801
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$
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15,339,713
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$
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15,280,044
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Cost of goods sold
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$
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13,076,036
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$
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12,751,286
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$
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11,402,403
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$
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10,740,106
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$
|
10,724,192
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Operating and non-operating expenses, net
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|
$
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5,485,969
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$
|
4,908,175
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$
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3,897,130
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|
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$
|
3,525,267
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|
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$
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3,432,171
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Income before taxes
|
|
$
|
830,300
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|
|
$
|
1,075,612
|
|
|
$
|
1,009,268
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|
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$
|
1,074,340
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|
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$
|
1,123,681
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Income taxes
|
|
$
|
209,215
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|
|
$
|
265,138
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$
|
392,511
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$
|
387,100
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|
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$
|
418,009
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Net income
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|
$
|
621,085
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$
|
810,474
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$
|
616,757
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$
|
687,240
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|
|
$
|
705,672
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|
Weighted average common shares outstanding during year — assuming dilution
|
|
146,417
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|
|
147,241
|
|
|
147,701
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|
|
149,804
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|
|
152,496
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|
|||||
Per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income
|
|
$
|
4.24
|
|
|
$
|
5.50
|
|
|
$
|
4.18
|
|
|
$
|
4.59
|
|
|
$
|
4.63
|
|
Dividends declared
|
|
$
|
3.05
|
|
|
$
|
2.88
|
|
|
$
|
2.70
|
|
|
$
|
2.63
|
|
|
$
|
2.46
|
|
December 31 closing stock price
|
|
$
|
106.23
|
|
|
$
|
96.02
|
|
|
$
|
95.01
|
|
|
$
|
95.54
|
|
|
$
|
85.89
|
|
Total debt, less current maturities
|
|
$
|
2,802,056
|
|
|
$
|
2,432,133
|
|
|
$
|
2,550,020
|
|
|
$
|
550,000
|
|
|
$
|
250,000
|
|
Total equity
|
|
$
|
3,695,500
|
|
|
$
|
3,471,991
|
|
|
$
|
3,464,156
|
|
|
$
|
3,207,356
|
|
|
$
|
3,159,242
|
|
Total assets
|
|
$
|
14,645,629
|
|
|
$
|
12,683,040
|
|
|
$
|
12,412,381
|
|
|
$
|
8,859,400
|
|
|
$
|
8,144,771
|
|
|
|
Year Ended December 31,
|
||||||
(In thousands, except per share data)
|
|
2019
|
|
2018
|
||||
Net sales
|
|
$
|
19,392,305
|
|
|
$
|
18,735,073
|
|
Gross margin
|
|
$
|
6,316,269
|
|
|
$
|
5,983,787
|
|
Net income
|
|
$
|
621,085
|
|
|
$
|
810,474
|
|
Diluted net income per common share
|
|
$
|
4.24
|
|
|
$
|
5.50
|
|
|
|
Year Ended December 31,
|
||||||
(In thousands, except per share data)
|
|
2019
|
|
2018
|
||||
GAAP net income
|
|
$
|
621,085
|
|
|
$
|
810,474
|
|
Diluted net income per common share
|
|
$
|
4.24
|
|
|
$
|
5.50
|
|
|
|
|
|
|
||||
Adjustments:
|
|
|
|
|
||||
Restructuring (1)
|
|
154,941
|
|
|
—
|
|
||
Goodwill impairment charge (2)
|
|
81,968
|
|
|
—
|
|
||
Realized currency and other divestiture losses (3)
|
|
41,499
|
|
|
—
|
|
||
Termination fee (4)
|
|
—
|
|
|
(12,000
|
)
|
||
Gain on equity investment (5)
|
|
(38,663
|
)
|
|
—
|
|
||
Transaction and other costs (6)
|
|
33,506
|
|
|
48,105
|
|
||
Total adjustments
|
|
273,251
|
|
|
36,105
|
|
||
Tax impact of adjustments
|
|
(61,155
|
)
|
|
(10,497
|
)
|
||
Adjusted net income
|
|
$
|
833,181
|
|
|
$
|
836,082
|
|
Adjusted diluted net income per common share
|
|
$
|
5.69
|
|
|
$
|
5.68
|
|
|
|
Year Ended December 31,
|
|
|
|||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Operating activities
|
|
$
|
892,010
|
|
|
$
|
1,145,164
|
|
|
$
|
(253,154
|
)
|
|
(22.1
|
)%
|
Investing activities
|
|
$
|
(563,206
|
)
|
|
$
|
(496,124
|
)
|
|
$
|
(67,082
|
)
|
|
13.5
|
%
|
Financing activities
|
|
$
|
(385,962
|
)
|
|
$
|
(608,830
|
)
|
|
$
|
222,868
|
|
|
(36.6
|
)%
|
|
|
Payment Due by Period
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Over
5 Years
|
||||||||||
Credit facilities
|
|
$
|
3,426,099
|
|
|
$
|
624,043
|
|
|
$
|
903,525
|
|
|
$
|
609,138
|
|
|
$
|
1,289,393
|
|
Operating leases
|
|
1,196,927
|
|
|
301,325
|
|
|
444,369
|
|
|
230,200
|
|
|
221,033
|
|
|||||
Total contractual cash obligations
|
|
$
|
4,623,026
|
|
|
$
|
925,368
|
|
|
$
|
1,347,894
|
|
|
$
|
839,338
|
|
|
$
|
1,510,426
|
|
|
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||
(In thousands)
|
Total Amounts
Committed
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Over
5 Years
|
||||||||||
Standby letters of credit
|
$
|
65,322
|
|
|
$
|
65,322
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Guaranteed borrowings of independents and affiliates
|
904,662
|
|
|
514,353
|
|
|
379,039
|
|
|
11,270
|
|
|
—
|
|
|||||
Total commercial commitments
|
$
|
969,984
|
|
|
$
|
579,675
|
|
|
$
|
379,039
|
|
|
$
|
11,270
|
|
|
$
|
—
|
|
|
|
Three Months Ended
|
||||||||||||||
(In thousands, except per share data)
|
|
March 31, 2019
|
|
June 30, 2019
|
|
Sept. 30, 2019
|
|
Dec. 31, 2019
|
||||||||
Net sales
|
|
$
|
4,736,833
|
|
|
$
|
4,934,260
|
|
|
$
|
5,015,023
|
|
|
$
|
4,706,189
|
|
Gross profit
|
|
$
|
1,508,168
|
|
|
$
|
1,598,581
|
|
|
$
|
1,624,426
|
|
|
$
|
1,585,094
|
|
Net income
|
|
$
|
160,250
|
|
|
$
|
224,430
|
|
|
$
|
227,487
|
|
|
$
|
8,918
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.10
|
|
|
$
|
1.54
|
|
|
$
|
1.56
|
|
|
$
|
0.06
|
|
Diluted
|
|
$
|
1.09
|
|
|
$
|
1.53
|
|
|
$
|
1.56
|
|
|
$
|
0.06
|
|
|
|
Three Months Ended
|
||||||||||||||
(In thousands, except per share data)
|
|
March 31, 2018
|
|
June 30, 2018
|
|
Sept. 30, 2018
|
|
Dec. 31, 2018
|
||||||||
Net sales
|
|
$
|
4,586,294
|
|
|
$
|
4,822,065
|
|
|
$
|
4,722,922
|
|
|
$
|
4,603,792
|
|
Gross profit
|
|
$
|
1,435,807
|
|
|
$
|
1,521,586
|
|
|
$
|
1,484,235
|
|
|
$
|
1,542,159
|
|
Net income
|
|
$
|
176,576
|
|
|
$
|
226,972
|
|
|
$
|
220,227
|
|
|
$
|
186,699
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.20
|
|
|
$
|
1.55
|
|
|
$
|
1.50
|
|
|
$
|
1.28
|
|
Diluted
|
|
$
|
1.20
|
|
|
$
|
1.54
|
|
|
$
|
1.49
|
|
|
$
|
1.27
|
|
|
Page
|
|
Valuation of Goodwill
|
Description of the Matter
|
As of December 31, 2019, the Company’s goodwill was $2,293,519,000. As disclosed in Note 1 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. For a reporting unit in which the Company concludes, based on the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount (or if the Company elects to skip the optional qualitative assessment), the Company is required to perform a quantitative impairment test, which includes measuring the fair value of the reporting unit and comparing it to the reporting unit’s carrying amount. In the year ended December 31, 2019, the Company recorded a goodwill impairment charge of $81,968,000 related to one of its reporting units as disclosed in Note 2 to the consolidated financial statements.
Auditing management’s quantitative impairment test for goodwill was complex and judgmental due to the significant estimation required to determine the fair value of a reporting unit. In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the weighted average costs of capital, revenue growth rates, operating margins, working capital and terminal value, which are affected by expectations about future market or economic conditions.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above.
To test the estimated fair value of the reporting units where the quantitative impairment tests were performed, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. For example, we compared the significant assumptions of the reporting unit to current industry, market and economic trends, to the Company's historical results and those of other guideline companies in the same industry, and to other relevant factors. We involved our valuation specialists to assist in our evaluation of the Company's valuation methodology and significant assumptions. In addition, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair values of the reporting units that would result from changes in the assumptions. We also recalculated the resulting impairment charge recorded by the Company.
|
|
Fair Value of Customer Relationships Acquired in Business Combinations
|
Description of the Matter
|
As disclosed in Note 12 to the consolidated financial statements, the Company’s cash used in acquisitions of businesses totaled $732,142,000, net of cash acquired, during the year ended December 31, 2019. These acquisitions were accounted for under the acquisition method of accounting for business combinations. For each business combination, the Company allocated the net purchase price to the assets acquired and the liabilities assumed based on their respective fair values as of the date of acquisition, including other intangible assets of $340,799,000. Of the other intangible assets acquired, the largest was customer relationships of $304,302,000.
Auditing the Company's accounting for business combinations was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of customer relationships. The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values of customer relationships to assumptions about the future cash flows that the Company expects to generate from the acquired businesses. The Company used the multi-period excess earnings method under the income approach to measure the customer relationships. The significant assumptions used to estimate the fair value of the customer relationships included discount rates and certain assumptions that form the basis of the forecasted results (e.g., future revenue growth rates, operating margins and attrition rates). The significant assumptions are forward-looking and could be affected by future economic and market conditions.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s process for estimating the fair value of customer relationships, including controls over management's review of the significant assumptions used in the multi-period excess earnings method under the income approach.
To test the estimated fair value of the customer relationships, we performed audit procedures that included, among others, evaluating the Company's selection and application of the multi-period excess earnings method under the income approach and evaluating the significant assumptions used by the Company. We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates. For example, we compared the significant assumptions to the historical results of the acquired businesses and to other guideline companies within the same industries. We also performed sensitivity analyses of the significant assumptions, including the future revenue growth rates, operating margins and attrition rates, to evaluate the change in the fair value of the intangible assets resulting from changes in the assumptions.
|
|
Adoption of New Lease Accounting Standard
|
Description of the Matter
|
As discussed above and in Note 1 to the consolidated financial statements, the Company adopted Accounting Standard Codification Topic 842, Leases (“ASC 842”) as of January 1, 2019. The adoption of ASC 842 resulted in the recognition of a right-of-use asset and lease liability on the consolidated balance sheet for substantially all leases, including operating leases. The cumulative effect of adopting the standard resulted in an adjustment to retained earnings of $4,797,000, net of taxes, at the same date. Management elected to adopt ASC 842 using the modified retrospective approach, in which existing leases were recorded at the adoption date, but prior periods were not recast under this approach. As of December 31, 2019, the Company’s right-of-use asset and lease liability were $1,075,969,000 and $1,096,298,000, respectively, as disclosed in Note 6 to the consolidated financial statements. The right-of-use asset and liability were dependent on management’s determination of incremental borrowing rates (IBRs), which required significant judgment.
Auditing the Company's adoption of ASC 842 was especially challenging due to the effort required to ensure the completeness of the lease population and accuracy of lease terms given the significant volume of lease arrangements and subjectivity due to management’s judgment required to estimate its IBRs. Generally, the Company's lease arrangements do not provide an implicit interest rate. Therefore, the Company was required to estimate its IBRs across various currency environments to use as the discount rates when determining its right-of-use asset and lease liability.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s process for implementing the new lease accounting standard. For example, we tested controls over management's process for review of the application of accounting policy elections and over management’s review of the IBRs.
To test the Company’s adoption of ASC 842, our audit procedures included, among others, an evaluation of the completeness of the population of contracts that meet the definition of a lease under ASC 842, testing the accuracy of lease terms within the lease information technology system, and testing the accuracy of the Company’s system calculations of initial right-of-use assets and lease liabilities. Additionally, we involved our valuation specialists to test management’s model for estimating the IBRs. Our specialists assisted us in evaluating management’s methodology for developing the IBR, testing significant assumptions, such as currency environment adjustments, and comparing the Company’s IBRs to ranges developed by our specialists based on independently observed data.
|
|
Loss Contingencies Related to Product Liabilities
|
Description of the Matter
|
As disclosed in Notes 1 and 11 to the consolidated financial statements, the Company is subject to pending product liability lawsuits primarily resulting from its national distribution of automotive parts and supplies. The Company accrues for loss contingencies related to product liabilities if it is probable that the Company will incur a loss and the loss can be reasonably estimated. The amount accrued for product liabilities as of December 31, 2019 was $146,230,000.
Auditing the Company’s loss contingencies related to product liabilities was complex due to the significant measurement uncertainty associated with the estimate, management’s application of significant judgment and the use of valuation techniques. In addition, the loss contingencies related to product liabilities are sensitive to significant management assumptions, including the number, type, and severity of claims incurred and estimated to be incurred in future periods.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s process for estimating loss contingencies related to product liabilities. For example, we tested controls over management's review of the significant assumptions described above and the reconciliation of claims data to that used by the Company’s actuarial specialist.
To test the estimated loss contingencies related to product liabilities, our audit procedures included, among others, assessing the methodology used, testing the significant assumptions, including testing the completeness and accuracy of the underlying data, and comparing significant assumptions to historical claims as well as external data. We evaluated the legal letters obtained from internal and external legal counsel, held discussions with legal counsel, and performed a search for new or contrary evidence affecting the estimate. We involved our actuarial specialists to assist in our evaluation of the methodology and assumptions used by management and to independently develop a range of estimated product liabilities using the Company’s historical data as well as other information available for similar cases. We compared the Company's estimated loss contingencies related to product liabilities to the range developed by our actuarial specialists. We also assessed the adequacy of the Company’s disclosures, included in Notes 1 and 11 to the consolidated financial statements, in relation to these matters.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
276,992
|
|
|
$
|
333,547
|
|
Trade accounts receivable, net
|
2,635,155
|
|
|
2,493,636
|
|
||
Merchandise inventories, net
|
3,831,183
|
|
|
3,609,389
|
|
||
Prepaid expenses and other current assets
|
1,195,286
|
|
|
1,139,118
|
|
||
Total current assets
|
7,938,616
|
|
|
7,575,690
|
|
||
Goodwill
|
2,293,519
|
|
|
2,128,776
|
|
||
Other intangible assets, net
|
1,568,926
|
|
|
1,411,642
|
|
||
Deferred tax assets
|
54,851
|
|
|
29,509
|
|
||
Operating lease assets
|
1,075,969
|
|
|
—
|
|
||
Other assets
|
498,965
|
|
|
510,192
|
|
||
Property, plant and equipment, net
|
1,214,783
|
|
|
1,027,231
|
|
||
Total assets
|
$
|
14,645,629
|
|
|
$
|
12,683,040
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
4,106,163
|
|
|
$
|
3,995,789
|
|
Current portion of debt
|
624,043
|
|
|
711,147
|
|
||
Other current liabilities
|
1,553,063
|
|
|
1,088,428
|
|
||
Dividends payable
|
110,851
|
|
|
105,369
|
|
||
Total current liabilities
|
6,394,120
|
|
|
5,900,733
|
|
||
Long-term debt
|
2,802,056
|
|
|
2,432,133
|
|
||
Operating lease liabilities
|
825,567
|
|
|
—
|
|
||
Pension and other post-retirement benefit liabilities
|
249,832
|
|
|
235,228
|
|
||
Deferred tax liabilities
|
232,902
|
|
|
196,843
|
|
||
Other long-term liabilities
|
445,652
|
|
|
446,112
|
|
||
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 - 145,378,158 shares and 2018 - 145,936,613 shares
|
145,378
|
|
|
145,937
|
|
||
Additional paid-in capital
|
98,777
|
|
|
78,380
|
|
||
Accumulated other comprehensive loss
|
(1,141,308
|
)
|
|
(1,115,078
|
)
|
||
Retained earnings
|
4,571,860
|
|
|
4,341,212
|
|
||
Total parent equity
|
3,674,707
|
|
|
3,450,451
|
|
||
Noncontrolling interests in subsidiaries
|
20,793
|
|
|
21,540
|
|
||
Total equity
|
3,695,500
|
|
|
3,471,991
|
|
||
Total liabilities and equity
|
$
|
14,645,629
|
|
|
$
|
12,683,040
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
19,392,305
|
|
|
$
|
18,735,073
|
|
|
$
|
16,308,801
|
|
Cost of goods sold
|
13,076,036
|
|
|
12,751,286
|
|
|
11,402,403
|
|
|||
Gross margin
|
6,316,269
|
|
|
5,983,787
|
|
|
4,906,398
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, administrative, and other expenses
|
4,934,167
|
|
|
4,615,290
|
|
|
3,726,233
|
|
|||
Depreciation and amortization
|
270,288
|
|
|
241,635
|
|
|
167,691
|
|
|||
Provision for doubtful accounts
|
14,905
|
|
|
17,147
|
|
|
13,932
|
|
|||
Restructuring costs
|
112,184
|
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment charge
|
81,968
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
5,413,512
|
|
|
4,874,072
|
|
|
3,907,856
|
|
|||
Non-operating expenses (income):
|
|
|
|
|
|
||||||
Interest expense
|
95,711
|
|
|
101,925
|
|
|
41,486
|
|
|||
Other
|
(66,011
|
)
|
|
(67,822
|
)
|
|
(52,212
|
)
|
|||
Special termination costs
|
42,757
|
|
|
—
|
|
|
—
|
|
|||
Total non-operating expenses (income)
|
72,457
|
|
|
34,103
|
|
|
(10,726
|
)
|
|||
Income before income taxes
|
830,300
|
|
|
1,075,612
|
|
|
1,009,268
|
|
|||
Income taxes
|
209,215
|
|
|
265,138
|
|
|
392,511
|
|
|||
Net income
|
$
|
621,085
|
|
|
$
|
810,474
|
|
|
$
|
616,757
|
|
Basic net income per common share
|
$
|
4.26
|
|
|
$
|
5.53
|
|
|
$
|
4.19
|
|
Diluted net income per common share
|
$
|
4.24
|
|
|
$
|
5.50
|
|
|
$
|
4.18
|
|
Weighted average common shares outstanding
|
145,736
|
|
|
146,657
|
|
|
147,140
|
|
|||
Dilutive effect of stock options and nonvested restricted stock awards
|
681
|
|
|
584
|
|
|
561
|
|
|||
Weighted average common shares outstanding — assuming dilution
|
146,417
|
|
|
147,241
|
|
|
147,701
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
621,085
|
|
|
$
|
810,474
|
|
|
$
|
616,757
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
38,246
|
|
|
(233,235
|
)
|
|
137,694
|
|
|||
Net gain (loss) on cash flow and net investment hedges, net of income taxes of 2019 — $16,600; 2018 — $10,398; 2017 — $9,711
|
13,617
|
|
|
28,114
|
|
|
(17,388
|
)
|
|||
Pension and postretirement benefit adjustments, net of income taxes of 2019 — $5,036; 2018 — $21,297; 2017 — $20,539
|
44,433
|
|
|
(57,365
|
)
|
|
40,123
|
|
|||
Other comprehensive income (loss), net of tax
|
96,296
|
|
|
(262,486
|
)
|
|
160,429
|
|
|||
Comprehensive income
|
$
|
717,381
|
|
|
$
|
547,988
|
|
|
$
|
777,186
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
Parent
Equity
|
|
Non-
controlling
Interests in
Subsidiaries
|
|
Total
Equity
|
||||||||||||||||||
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
Balance at January 1, 2017
|
148,410,422
|
|
|
$
|
148,410
|
|
|
$
|
56,605
|
|
|
$
|
(1,013,021
|
)
|
|
$
|
4,001,734
|
|
|
$
|
3,193,728
|
|
|
$
|
13,628
|
|
|
$
|
3,207,356
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
616,757
|
|
|
616,757
|
|
|
—
|
|
|
616,757
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
160,429
|
|
|
—
|
|
|
160,429
|
|
|
—
|
|
|
160,429
|
|
||||||||
Cash dividends declared, $2.70 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(396,891
|
)
|
|
(396,891
|
)
|
|
—
|
|
|
(396,891
|
)
|
||||||||
Share-based awards exercised, including tax benefit of $3,134
|
131,232
|
|
|
132
|
|
|
(5,371
|
)
|
|
—
|
|
|
—
|
|
|
(5,239
|
)
|
|
—
|
|
|
(5,239
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
16,892
|
|
|
—
|
|
|
—
|
|
|
16,892
|
|
|
—
|
|
|
16,892
|
|
||||||||
Purchase of stock
|
(1,889,039
|
)
|
|
(1,889
|
)
|
|
—
|
|
|
—
|
|
|
(171,635
|
)
|
|
(173,524
|
)
|
|
—
|
|
|
(173,524
|
)
|
||||||||
Noncontrolling interest activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,376
|
|
|
38,376
|
|
||||||||
Balance at December 31, 2017
|
146,652,615
|
|
|
146,653
|
|
|
68,126
|
|
|
(852,592
|
)
|
|
4,049,965
|
|
|
3,412,152
|
|
|
52,004
|
|
|
3,464,156
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
810,474
|
|
|
810,474
|
|
|
—
|
|
|
810,474
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(262,486
|
)
|
|
—
|
|
|
(262,486
|
)
|
|
—
|
|
|
(262,486
|
)
|
||||||||
Cash dividends declared, $2.88 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(422,352
|
)
|
|
(422,352
|
)
|
|
—
|
|
|
(422,352
|
)
|
||||||||
Share-based awards exercised, including tax benefit of $4,232
|
235,058
|
|
|
235
|
|
|
(10,462
|
)
|
|
—
|
|
|
—
|
|
|
(10,227
|
)
|
|
—
|
|
|
(10,227
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
20,716
|
|
|
—
|
|
|
—
|
|
|
20,716
|
|
|
—
|
|
|
20,716
|
|
||||||||
Purchase of stock
|
(951,060
|
)
|
|
(951
|
)
|
|
—
|
|
|
—
|
|
|
(91,032
|
)
|
|
(91,983
|
)
|
|
—
|
|
|
(91,983
|
)
|
||||||||
Cumulative effect from adoption of ASU No. 2014-09, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,843
|
)
|
|
(5,843
|
)
|
|
—
|
|
|
(5,843
|
)
|
||||||||
Noncontrolling interest activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,464
|
)
|
|
(30,464
|
)
|
||||||||
Balance at December 31, 2018
|
145,936,613
|
|
|
145,937
|
|
|
78,380
|
|
|
(1,115,078
|
)
|
|
4,341,212
|
|
|
3,450,451
|
|
|
21,540
|
|
|
3,471,991
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
621,085
|
|
|
621,085
|
|
|
—
|
|
|
621,085
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
96,296
|
|
|
—
|
|
|
96,296
|
|
|
—
|
|
|
96,296
|
|
||||||||
Cash dividends declared, $3.05 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(444,372
|
)
|
|
(444,372
|
)
|
|
—
|
|
|
(444,372
|
)
|
||||||||
Share-based awards exercised, including tax benefit of $4,920
|
240,568
|
|
|
240
|
|
|
(11,653
|
)
|
|
—
|
|
|
—
|
|
|
(11,413
|
)
|
|
—
|
|
|
(11,413
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
32,050
|
|
|
—
|
|
|
—
|
|
|
32,050
|
|
|
—
|
|
|
32,050
|
|
||||||||
Purchase of stock
|
(799,023
|
)
|
|
(799
|
)
|
|
—
|
|
|
—
|
|
|
(73,388
|
)
|
|
(74,187
|
)
|
|
—
|
|
|
(74,187
|
)
|
||||||||
Cumulative effect from adoption of ASU No. 2018-02
|
—
|
|
|
—
|
|
|
—
|
|
|
(122,526
|
)
|
|
122,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cumulative effect from adoption of ASU No. 2016-02, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,797
|
|
|
4,797
|
|
|
—
|
|
|
4,797
|
|
||||||||
Noncontrolling interest activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(747
|
)
|
|
(747
|
)
|
||||||||
Balance at December 31, 2019
|
145,378,158
|
|
|
$
|
145,378
|
|
|
$
|
98,777
|
|
|
$
|
(1,141,308
|
)
|
|
$
|
4,571,860
|
|
|
$
|
3,674,707
|
|
|
$
|
20,793
|
|
|
$
|
3,695,500
|
|
|
Year Ended December 31
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
621,085
|
|
|
$
|
810,474
|
|
|
$
|
616,757
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
270,288
|
|
|
241,635
|
|
|
167,691
|
|
|||
Excess tax benefits from share-based compensation
|
(4,920
|
)
|
|
(4,232
|
)
|
|
(3,134
|
)
|
|||
Deferred income taxes
|
(70,932
|
)
|
|
3,891
|
|
|
65,990
|
|
|||
Share-based compensation
|
32,050
|
|
|
20,716
|
|
|
16,892
|
|
|||
Realized currency and other divestiture losses
|
41,499
|
|
|
—
|
|
|
—
|
|
|||
Gain on equity investment
|
(38,663
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment charge
|
81,968
|
|
|
—
|
|
|
—
|
|
|||
Other operating activities
|
(13,801
|
)
|
|
1,579
|
|
|
(18,040
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade accounts receivable, net
|
(116,145
|
)
|
|
(72,041
|
)
|
|
(19,273
|
)
|
|||
Merchandise inventories, net
|
(66,202
|
)
|
|
(73,173
|
)
|
|
(9,923
|
)
|
|||
Trade accounts payable
|
70,679
|
|
|
364,639
|
|
|
61,474
|
|
|||
Other short-term assets and liabilities
|
10,212
|
|
|
(97,864
|
)
|
|
(1,544
|
)
|
|||
Other long-term assets and liabilities
|
74,892
|
|
|
(50,460
|
)
|
|
(61,847
|
)
|
|||
Net cash provided by operating activities
|
892,010
|
|
|
1,145,164
|
|
|
815,043
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(297,869
|
)
|
|
(232,422
|
)
|
|
(156,760
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
24,772
|
|
|
14,665
|
|
|
21,275
|
|
|||
Proceeds from divestitures of businesses
|
434,609
|
|
|
—
|
|
|
—
|
|
|||
Acquisitions of businesses and other investing activities
|
(724,718
|
)
|
|
(278,367
|
)
|
|
(1,494,795
|
)
|
|||
Net cash used in investing activities
|
(563,206
|
)
|
|
(496,124
|
)
|
|
(1,630,280
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from debt
|
5,037,168
|
|
|
5,064,291
|
|
|
6,630,294
|
|
|||
Payments on debt
|
(4,897,769
|
)
|
|
(5,124,265
|
)
|
|
(4,350,222
|
)
|
|||
Payments on acquired debt of AAG
|
—
|
|
|
—
|
|
|
(833,775
|
)
|
|||
Share-based awards exercised
|
(11,413
|
)
|
|
(10,227
|
)
|
|
(5,239
|
)
|
|||
Dividends paid
|
(438,890
|
)
|
|
(415,983
|
)
|
|
(395,475
|
)
|
|||
Purchase of stock
|
(74,187
|
)
|
|
(91,983
|
)
|
|
(173,524
|
)
|
|||
Other financing activities
|
(871
|
)
|
|
(30,663
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(385,962
|
)
|
|
(608,830
|
)
|
|
872,059
|
|
|||
Effect of exchange rate changes on cash
|
603
|
|
|
(21,562
|
)
|
|
15,198
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(56,555
|
)
|
|
18,648
|
|
|
72,020
|
|
|||
Cash and cash equivalents at beginning of year
|
333,547
|
|
|
314,899
|
|
|
242,879
|
|
|||
Cash and cash equivalents at end of year
|
$
|
276,992
|
|
|
$
|
333,547
|
|
|
$
|
314,899
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes
|
$
|
303,736
|
|
|
$
|
236,536
|
|
|
$
|
298,827
|
|
Interest
|
$
|
95,281
|
|
|
$
|
102,131
|
|
|
$
|
38,401
|
|
|
|
Changes in Accumulated Other Comprehensive
Loss by Component
|
||||||||||||||||||
|
|
Pension
Benefits
|
|
Other Post-Retirement Benefits
|
|
Cash Flow and Net Investment Hedges
|
|
Foreign
Currency
Translation
|
|
Total
|
||||||||||
Beginning balance, January 1, 2018
|
|
$
|
(567,443
|
)
|
|
$
|
(1,514
|
)
|
|
$
|
(17,388
|
)
|
|
$
|
(266,247
|
)
|
|
$
|
(852,592
|
)
|
Other comprehensive (loss) income before reclassifications, net of tax
|
|
(85,677
|
)
|
|
20
|
|
|
26,563
|
|
|
(233,235
|
)
|
|
(292,329
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
|
28,581
|
|
|
(289
|
)
|
|
1,551
|
|
|
—
|
|
|
29,843
|
|
|||||
Net current period other comprehensive (loss) income
|
|
(57,096
|
)
|
|
(269
|
)
|
|
28,114
|
|
|
(233,235
|
)
|
|
(262,486
|
)
|
|||||
Ending balance, December 31, 2018
|
|
(624,539
|
)
|
|
(1,783
|
)
|
|
10,726
|
|
|
(499,482
|
)
|
|
(1,115,078
|
)
|
|||||
Other comprehensive income (loss) before reclassifications, net of tax
|
|
22,119
|
|
|
1
|
|
|
11,237
|
|
|
3,545
|
|
|
36,902
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
|
22,646
|
|
|
(333
|
)
|
|
2,380
|
|
|
34,701
|
|
|
59,394
|
|
|||||
Net current period other comprehensive income (loss)
|
|
44,765
|
|
|
(332
|
)
|
|
13,617
|
|
|
38,246
|
|
|
96,296
|
|
|||||
Cumulative effect from adoption of ASU 2018-02
|
|
(122,526
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122,526
|
)
|
|||||
Ending balance, December 31, 2019
|
|
$
|
(702,300
|
)
|
|
$
|
(2,115
|
)
|
|
$
|
24,343
|
|
|
$
|
(461,236
|
)
|
|
$
|
(1,141,308
|
)
|
|
Goodwill
|
|
|
||||||||||||||||
|
Automotive
|
|
Industrial
|
|
Business Products
|
|
Total
|
|
Other Intangible Assets, Net
|
||||||||||
Balance as of January 1, 2018
|
$
|
1,765,508
|
|
|
$
|
306,491
|
|
|
$
|
81,989
|
|
|
$
|
2,153,988
|
|
|
$
|
1,400,392
|
|
Additions
|
55,371
|
|
|
19,213
|
|
|
—
|
|
|
74,584
|
|
|
164,348
|
|
|||||
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,972
|
)
|
|||||
Foreign currency translation
|
(99,056
|
)
|
|
(707
|
)
|
|
(33
|
)
|
|
(99,796
|
)
|
|
(64,126
|
)
|
|||||
Balance as of December 31, 2018
|
1,721,823
|
|
|
324,997
|
|
|
81,956
|
|
|
2,128,776
|
|
|
1,411,642
|
|
|||||
Additions
|
194,561
|
|
|
185,679
|
|
|
—
|
|
|
380,240
|
|
|
340,799
|
|
|||||
Divestitures
|
(294
|
)
|
|
(115,437
|
)
|
|
—
|
|
|
(115,731
|
)
|
|
(90,692
|
)
|
|||||
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,459
|
)
|
|||||
Impairments
|
—
|
|
|
—
|
|
|
(81,968
|
)
|
|
(81,968
|
)
|
|
(2,194
|
)
|
|||||
Foreign currency translation
|
(18,595
|
)
|
|
785
|
|
|
12
|
|
|
(17,798
|
)
|
|
6,830
|
|
|||||
Balance as of December 31, 2019
|
$
|
1,897,495
|
|
|
$
|
396,024
|
|
|
$
|
—
|
|
|
$
|
2,293,519
|
|
|
$
|
1,568,926
|
|
|
2019
|
|
2018
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer relationships
|
$
|
1,556,579
|
|
|
$
|
(310,043
|
)
|
|
$
|
1,246,536
|
|
|
$
|
1,356,353
|
|
|
$
|
(267,818
|
)
|
|
$
|
1,088,535
|
|
Trademarks
|
362,543
|
|
|
(40,504
|
)
|
|
322,039
|
|
|
355,117
|
|
|
(32,755
|
)
|
|
322,362
|
|
||||||
Non-competition agreements
|
5,288
|
|
|
(4,937
|
)
|
|
351
|
|
|
5,009
|
|
|
(4,264
|
)
|
|
745
|
|
||||||
|
$
|
1,924,410
|
|
|
$
|
(355,484
|
)
|
|
$
|
1,568,926
|
|
|
$
|
1,716,479
|
|
|
$
|
(304,837
|
)
|
|
$
|
1,411,642
|
|
2020
|
$
|
98,193
|
|
2021
|
97,867
|
|
|
2022
|
97,757
|
|
|
2023
|
97,023
|
|
|
2024
|
96,085
|
|
|
|
$
|
486,925
|
|
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
128,353
|
|
|
$
|
105,960
|
|
Buildings
|
|
789,359
|
|
|
724,781
|
|
||
Machinery, equipment and other
|
|
1,580,023
|
|
|
1,389,184
|
|
||
Property, plant and equipment, at cost
|
|
2,497,735
|
|
|
2,219,925
|
|
||
Less: accumulated depreciation
|
|
1,282,952
|
|
|
1,192,694
|
|
||
Property, plant and equipment, net
|
|
$
|
1,214,783
|
|
|
$
|
1,027,231
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Unsecured Revolving Credit Facility, $1,500,000, LIBOR plus 1.50% variable, due October 30, 2022
|
|
$
|
477,873
|
|
|
$
|
604,383
|
|
Unsecured Term Loan A, $1,100,000, LIBOR plus 1.50% variable, due October 30, 2022
|
|
962,500
|
|
|
1,045,000
|
|
||
Unsecured term notes:
|
|
|
|
|
||||
July 29, 2016, Series G Senior Unsecured Notes, $50,000, 2.64% fixed, due July 29, 2021
|
|
50,000
|
|
|
50,000
|
|
||
December 2, 2013, Series F Senior Unsecured Notes, $250,000, 3.24% fixed, due December 2, 2023
|
|
250,000
|
|
|
250,000
|
|
||
June 30, 2019, Series A Senior Unsecured Notes, A$155,000, 3.10% fixed, due June 30, 2024
|
|
108,422
|
|
|
—
|
|
||
October 30, 2017, Series J Senior Unsecured Notes, €225,000, 1.40% fixed, due October 30, 2024
|
|
252,000
|
|
|
257,468
|
|
||
June 30, 2019, Series B Senior Unsecured Notes, A$155,000, 3.43% fixed, due June 30, 2026
|
|
108,422
|
|
|
—
|
|
||
November 30, 2016, Series H Senior Unsecured Notes, $250,000, 3.24% fixed, due November 30, 2026
|
|
250,000
|
|
|
250,000
|
|
||
October 30, 2017, Series K Senior Unsecured Notes, €250,000, 1.81% fixed, due October 30, 2027
|
|
280,000
|
|
|
286,075
|
|
||
October 30, 2017, Series I Senior Unsecured Notes, $120,000, 3.70% fixed, due October 30, 2027
|
|
120,000
|
|
|
120,000
|
|
||
May 31, 2019, Series A Senior Unsecured Notes, €50,000, 1.55% fixed, due May 31, 2029
|
|
56,000
|
|
|
—
|
|
||
October 30, 2017, Series L Senior Unsecured Notes, €125,000, 2.02% fixed, due October 30, 2029
|
|
140,000
|
|
|
143,038
|
|
||
May 31, 2019, Series B Senior Unsecured Notes, €100,000, 1.74% fixed, due May 31, 2031
|
|
112,000
|
|
|
—
|
|
||
October 30, 2017, Series M Senior Unsecured Notes, €100,000, 2.32% fixed, due October 30, 2032
|
|
112,000
|
|
|
114,430
|
|
||
May 31, 2019, Series C Senior Unsecured Notes, €100,000, 1.95% fixed, due May 31, 2034
|
|
112,000
|
|
|
—
|
|
||
Other unsecured debt
|
|
40,340
|
|
|
27,093
|
|
||
Total unsecured debt
|
|
3,431,557
|
|
|
3,147,487
|
|
||
Unamortized debt issuance costs
|
|
(5,458
|
)
|
|
(4,207
|
)
|
||
Total debt
|
|
3,426,099
|
|
|
3,143,280
|
|
||
Less debt due within one year
|
|
624,043
|
|
|
711,147
|
|
||
Long-term debt, excluding current portion
|
|
$
|
2,802,056
|
|
|
$
|
2,432,133
|
|
2020
|
$
|
624,043
|
|
2021
|
189,573
|
|
|
2022
|
713,952
|
|
|
2023
|
249,240
|
|
|
2024
|
359,898
|
|
|
Thereafter
|
1,289,393
|
|
|
|
$
|
3,426,099
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
Instrument
|
|
Balance sheet location
|
|
Notional
|
|
Balance
|
|
Notional
|
|
Balance
|
||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
Other current liabilities
|
|
$
|
800,000
|
|
|
$
|
24,792
|
|
|
$
|
500,000
|
|
|
$
|
6,345
|
|
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cross-currency swap
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
6,006
|
|
Forward contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
925,810
|
|
|
$
|
39,965
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency debt
|
|
Long-term debt
|
|
€
|
700,000
|
|
|
$
|
784,000
|
|
|
€
|
700,000
|
|
|
$
|
801,010
|
|
|
|
Gain (Loss) Recognized in AOCL Before Reclassifications
|
|
Gain Recognized in Interest Expense For Excluded Components
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Year Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contract
|
|
$
|
(21,972
|
)
|
|
$
|
(7,896
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net Investment Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cross-currency swap
|
|
2,936
|
|
|
6,006
|
|
|
—
|
|
|
2,294
|
|
|
6,740
|
|
|
—
|
|
||||||
Forward contracts
|
|
20,679
|
|
|
—
|
|
|
—
|
|
|
17,892
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency debt
|
|
17,010
|
|
|
38,850
|
|
|
(27,099
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
18,653
|
|
|
$
|
36,960
|
|
|
$
|
(27,099
|
)
|
|
$
|
20,186
|
|
|
$
|
6,740
|
|
|
$
|
—
|
|
|
|
Balance Sheet Line Item
|
|
December 31, 2019
|
||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
1,075,969
|
|
|
|
|
|
|
||
Operating lease liabilities:
|
|
|
|
|
||
Current operating lease liabilities
|
|
Other current liabilities
|
|
$
|
270,731
|
|
Noncurrent operating lease liabilities
|
|
Operating lease liabilities
|
|
825,567
|
|
|
Total operating lease liabilities
|
|
|
|
$
|
1,096,298
|
|
Weighted average remaining lease term (in years)
|
|
5.68
|
|
Weighted average discount rate
|
|
3.05
|
%
|
2020
|
$
|
301,325
|
|
2021
|
251,433
|
|
|
2022
|
192,936
|
|
|
2023
|
138,929
|
|
|
2024
|
91,271
|
|
|
Thereafter
|
221,033
|
|
|
Total undiscounted future minimum lease payments
|
1,196,927
|
|
|
Less: Difference between undiscounted lease payments and discounted operating lease liabilities
|
100,629
|
|
|
Total operating lease liabilities
|
$
|
1,096,298
|
|
|
|
2019
|
|||||
|
|
Shares (1)
|
|
Weighted Average Exercise Price (2)
|
|||
Outstanding at beginning of year
|
|
3,650
|
|
|
$
|
85
|
|
Granted
|
|
395
|
|
|
$
|
—
|
|
Exercised
|
|
(922
|
)
|
|
$
|
76
|
|
Forfeited
|
|
(98
|
)
|
|
$
|
92
|
|
Outstanding at end of year (3)
|
|
3,025
|
|
|
$
|
88
|
|
Exercisable at end of year
|
|
2,190
|
|
|
$
|
87
|
|
Shares available for future grants
|
|
7,834
|
|
|
|
(1)
|
Shares include RSUs.
|
(2)
|
The weighted average exercise price excludes RSUs.
|
(3)
|
The exercise prices for SARs outstanding as of December 31, 2019 ranged from approximately $43 to $100. The weighted average remaining contractual life of all SARs outstanding is approximately five years.
|
Nonvested Share Awards (RSUs)
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at January 1, 2019
|
|
563
|
|
|
$
|
91
|
|
Granted
|
|
395
|
|
|
$
|
100
|
|
Vested
|
|
(216
|
)
|
|
$
|
94
|
|
Forfeited
|
|
(65
|
)
|
|
$
|
94
|
|
Nonvested at December 31, 2019
|
|
677
|
|
|
$
|
95
|
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets related to:
|
|
|
|
|
||||
Expenses not yet deducted for tax purposes
|
|
$
|
281,468
|
|
|
$
|
254,684
|
|
Operating lease liabilities
|
|
303,400
|
|
|
—
|
|
||
Pension liability not yet deducted for tax purposes
|
|
261,909
|
|
|
277,929
|
|
||
Capital loss
|
|
18,317
|
|
|
11,944
|
|
||
Net operating loss
|
|
38,445
|
|
|
29,785
|
|
||
|
|
903,539
|
|
|
574,342
|
|
||
Deferred tax liabilities related to:
|
|
|
|
|
||||
Employee and retiree benefits
|
|
215,815
|
|
|
218,124
|
|
||
Inventory
|
|
93,440
|
|
|
95,280
|
|
||
Operating lease assets
|
|
295,109
|
|
|
—
|
|
||
Other intangible assets
|
|
333,935
|
|
|
296,736
|
|
||
Property, plant and equipment
|
|
68,619
|
|
|
72,463
|
|
||
Other
|
|
39,149
|
|
|
32,978
|
|
||
|
|
1,046,067
|
|
|
715,581
|
|
||
Net deferred tax liability before valuation allowance
|
|
(142,528
|
)
|
|
(141,239
|
)
|
||
Valuation allowance
|
|
(35,524
|
)
|
|
(26,095
|
)
|
||
Total net deferred tax liability
|
|
$
|
(178,052
|
)
|
|
$
|
(167,334
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
587,104
|
|
|
$
|
790,592
|
|
|
$
|
813,078
|
|
Foreign
|
|
243,196
|
|
|
285,020
|
|
|
196,190
|
|
|||
Income before income taxes
|
|
$
|
830,300
|
|
|
$
|
1,075,612
|
|
|
$
|
1,009,268
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
171,718
|
|
|
$
|
144,615
|
|
|
$
|
252,337
|
|
State
|
|
48,012
|
|
|
39,326
|
|
|
29,288
|
|
|||
Foreign
|
|
60,417
|
|
|
77,306
|
|
|
44,896
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(34,362
|
)
|
|
15,167
|
|
|
71,238
|
|
|||
State
|
|
(13,449
|
)
|
|
5,770
|
|
|
13,663
|
|
|||
Foreign
|
|
(23,121
|
)
|
|
(17,046
|
)
|
|
(18,911
|
)
|
|||
|
|
$
|
209,215
|
|
|
$
|
265,138
|
|
|
$
|
392,511
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Statutory rate applied to income (1)
|
|
$
|
174,363
|
|
|
$
|
225,879
|
|
|
$
|
353,259
|
|
Plus state income taxes, net of Federal tax benefit
|
|
27,305
|
|
|
35,626
|
|
|
27,918
|
|
|||
Taxation of foreign operations, net (2)
|
|
(18,331
|
)
|
|
(7,639
|
)
|
|
(33,984
|
)
|
|||
U.S. tax reform - transition tax (3)
|
|
4,492
|
|
|
4,875
|
|
|
37,132
|
|
|||
U.S. tax reform - deferred tax remeasurement (3)
|
|
—
|
|
|
424
|
|
|
13,854
|
|
|||
Foreign rate change - deferred tax remeasurement
|
|
6,215
|
|
|
(1,461
|
)
|
|
(9,338
|
)
|
|||
Book tax basis difference in investment
|
|
—
|
|
|
(11,944
|
)
|
|
—
|
|
|||
Valuation allowance
|
|
4,745
|
|
|
20,505
|
|
|
1,273
|
|
|||
Other
|
|
10,426
|
|
|
(1,127
|
)
|
|
2,397
|
|
|||
|
|
$
|
209,215
|
|
|
$
|
265,138
|
|
|
$
|
392,511
|
|
(1)
|
U.S. statutory rates applied to income are as follows: 2019 and 2018 at 21%, 2017 at 35%.
|
(2)
|
The Company's effective tax rate reflects the net benefit of having operations outside of the U.S. which are taxed at statutory rates different from the U.S. statutory rate, with some income being fully or partially exempt from income taxes due to various operating and financing activities.
|
(3)
|
Impact of the Tax Cuts and Jobs Act, enacted December 22, 2017.
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
|
$
|
18,428
|
|
|
$
|
14,697
|
|
|
$
|
15,190
|
|
Additions based on tax positions related to the current year
|
|
3,701
|
|
|
2,034
|
|
|
2,644
|
|
|||
Additions for tax positions of prior years
|
|
620
|
|
|
4,787
|
|
|
1,511
|
|
|||
Reductions for tax positions for prior years
|
|
(965
|
)
|
|
(725
|
)
|
|
(430
|
)
|
|||
Reduction for lapse in statute of limitations
|
|
—
|
|
|
(2,338
|
)
|
|
(3,917
|
)
|
|||
Settlements
|
|
(323
|
)
|
|
(27
|
)
|
|
(301
|
)
|
|||
Balance at end of year
|
|
$
|
21,461
|
|
|
$
|
18,428
|
|
|
$
|
14,697
|
|
|
|
2019
|
|
2018
|
||||
Changes in benefit obligation
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
2,278,043
|
|
|
$
|
2,435,765
|
|
Service cost
|
|
9,558
|
|
|
10,410
|
|
||
Interest cost
|
|
97,441
|
|
|
88,247
|
|
||
Plan participants’ contributions
|
|
2,246
|
|
|
2,466
|
|
||
Actuarial loss (gain)
|
|
246,352
|
|
|
(122,556
|
)
|
||
Foreign currency exchange rate changes
|
|
9,073
|
|
|
(18,416
|
)
|
||
Gross benefits paid
|
|
(119,789
|
)
|
|
(118,643
|
)
|
||
Plan amendments
|
|
3,327
|
|
|
—
|
|
||
Curtailments
|
|
(6,569
|
)
|
|
—
|
|
||
Settlements
|
|
(67,831
|
)
|
|
—
|
|
||
Special termination costs
|
|
42,757
|
|
|
—
|
|
||
Acquired plans
|
|
1,992
|
|
|
770
|
|
||
Benefit obligation at end of year
|
|
$
|
2,496,600
|
|
|
$
|
2,278,043
|
|
|
2019
|
|
2018
|
||
Weighted average discount rate
|
3.43
|
%
|
|
4.36
|
%
|
Rate of increase in future compensation levels
|
3.13
|
%
|
|
3.14
|
%
|
|
|
2019
|
|
2018
|
||||
Changes in plan assets
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
$
|
2,043,379
|
|
|
$
|
2,206,479
|
|
Actual return on plan assets
|
|
427,597
|
|
|
(86,418
|
)
|
||
Foreign currency exchange rate changes
|
|
9,826
|
|
|
(18,054
|
)
|
||
Employer contributions
|
|
15,799
|
|
|
57,549
|
|
||
Plan participants’ contributions
|
|
2,246
|
|
|
2,466
|
|
||
Benefits paid
|
|
(119,789
|
)
|
|
(118,643
|
)
|
||
Settlements
|
|
(67,831
|
)
|
|
—
|
|
||
Fair value of plan assets at end of year
|
|
$
|
2,311,227
|
|
|
$
|
2,043,379
|
|
|
|
2019
|
|
2018
|
||||
Aggregate benefit obligation
|
|
$
|
298,565
|
|
|
$
|
2,106,348
|
|
Aggregate fair value of plan assets
|
|
$
|
39,672
|
|
|
$
|
1,863,245
|
|
|
|
2019
|
|
2018
|
||||
Aggregate accumulated benefit obligation
|
|
$
|
270,230
|
|
|
$
|
2,070,183
|
|
Aggregate fair value of plan assets
|
|
$
|
39,672
|
|
|
$
|
1,855,714
|
|
|
Target Allocation
|
|
Percentage of Plan Assets at December 31
|
|||||
|
2020
|
2019
|
|
2018
|
||||
Asset Category
|
|
|
|
|
|
|||
Equity securities
|
68
|
%
|
|
70
|
%
|
|
67
|
%
|
Debt securities
|
32
|
%
|
|
30
|
%
|
|
33
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
2019
|
||||||||||||||||||
|
|
Total
|
|
Assets Measured at NAV
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stocks — mutual funds — equity
|
|
$
|
527,151
|
|
|
$
|
187,500
|
|
|
$
|
339,651
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Genuine Parts Company common stock
|
|
214,418
|
|
|
—
|
|
|
214,418
|
|
|
—
|
|
|
—
|
|
|||||
Other stocks
|
|
865,078
|
|
|
—
|
|
|
865,070
|
|
|
—
|
|
|
8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term investments
|
|
34,516
|
|
|
—
|
|
|
34,516
|
|
|
—
|
|
|
—
|
|
|||||
Cash and equivalents
|
|
15,833
|
|
|
—
|
|
|
15,833
|
|
|
—
|
|
|
—
|
|
|||||
Government bonds
|
|
259,939
|
|
|
—
|
|
|
167,394
|
|
|
92,545
|
|
|
—
|
|
|||||
Corporate bonds
|
|
255,352
|
|
|
—
|
|
|
—
|
|
|
255,352
|
|
|
—
|
|
|||||
Asset-backed and mortgage-backed securities
|
|
9,316
|
|
|
—
|
|
|
—
|
|
|
9,316
|
|
|
—
|
|
|||||
Other-international
|
|
27,903
|
|
|
—
|
|
|
27,903
|
|
|
—
|
|
|
—
|
|
|||||
Municipal bonds
|
|
10,153
|
|
|
—
|
|
|
—
|
|
|
10,153
|
|
|
—
|
|
|||||
Mutual funds—fixed income
|
|
89,298
|
|
|
89,298
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash surrender value of life insurance policies
|
|
2,270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,270
|
|
|||||
Total
|
|
$
|
2,311,227
|
|
|
$
|
276,798
|
|
|
$
|
1,664,785
|
|
|
$
|
367,366
|
|
|
$
|
2,278
|
|
|
|
2018
|
||||||||||||||||||
|
|
Total
|
|
Assets Measured at NAV
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stocks — mutual funds — equity
|
|
$
|
457,567
|
|
|
$
|
166,045
|
|
|
$
|
291,522
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Genuine Parts Company common stock
|
|
193,810
|
|
|
—
|
|
|
193,810
|
|
|
—
|
|
|
—
|
|
|||||
Other stocks
|
|
713,924
|
|
|
—
|
|
|
713,882
|
|
|
—
|
|
|
42
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt Securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term investments
|
|
30,855
|
|
|
—
|
|
|
30,855
|
|
|
—
|
|
|
—
|
|
|||||
Cash and equivalents
|
|
14,583
|
|
|
—
|
|
|
14,583
|
|
|
—
|
|
|
—
|
|
|||||
Government bonds
|
|
223,750
|
|
|
—
|
|
|
159,483
|
|
|
64,267
|
|
|
—
|
|
|||||
Corporate bonds
|
|
227,616
|
|
|
—
|
|
|
—
|
|
|
227,616
|
|
|
—
|
|
|||||
Asset-backed and mortgage-backed securities
|
|
8,866
|
|
|
—
|
|
|
—
|
|
|
8,866
|
|
|
—
|
|
|||||
Other-international
|
|
29,471
|
|
|
—
|
|
|
29,126
|
|
|
345
|
|
|
—
|
|
|||||
Municipal bonds
|
|
8,747
|
|
|
—
|
|
|
—
|
|
|
8,747
|
|
|
—
|
|
|||||
Mutual funds—fixed income
|
|
131,755
|
|
|
86,443
|
|
|
—
|
|
|
45,312
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash surrender value of life insurance policies
|
|
2,435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,435
|
|
|||||
Total
|
|
$
|
2,043,379
|
|
|
$
|
252,488
|
|
|
$
|
1,433,261
|
|
|
$
|
355,153
|
|
|
$
|
2,477
|
|
|
|
2019
|
|
2018
|
||||
Other long-term asset
|
|
$
|
73,520
|
|
|
$
|
8,440
|
|
Other current liability
|
|
(11,692
|
)
|
|
(9,213
|
)
|
||
Pension and other post-retirement liabilities
|
|
(247,201
|
)
|
|
(233,891
|
)
|
||
|
|
$
|
(185,373
|
)
|
|
$
|
(234,664
|
)
|
|
|
2019
|
|
2018
|
||||
Net actuarial loss
|
|
$
|
952,133
|
|
|
$
|
1,014,794
|
|
Prior service cost
|
|
9,343
|
|
|
5,939
|
|
||
|
|
$
|
961,476
|
|
|
$
|
1,020,733
|
|
Employer contribution
|
|
||
2020 (expected)
|
$
|
6,943
|
|
Expected benefit payments:
|
|
||
2020
|
$
|
123,033
|
|
2021
|
$
|
130,333
|
|
2022
|
$
|
134,260
|
|
2023
|
$
|
138,539
|
|
2024
|
$
|
141,350
|
|
2025 through 2029
|
$
|
737,591
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost
|
|
$
|
9,558
|
|
|
$
|
10,410
|
|
|
$
|
8,459
|
|
Interest cost
|
|
97,441
|
|
|
88,247
|
|
|
96,651
|
|
|||
Expected return on plan assets
|
|
(154,137
|
)
|
|
(154,006
|
)
|
|
(155,432
|
)
|
|||
Amortization of prior service credit
|
|
(67
|
)
|
|
(147
|
)
|
|
(350
|
)
|
|||
Amortization of actuarial loss
|
|
31,000
|
|
|
39,721
|
|
|
38,034
|
|
|||
Net periodic benefit income
|
|
$
|
(16,205
|
)
|
|
$
|
(15,775
|
)
|
|
$
|
(12,638
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current year actuarial (gain) loss
|
|
$
|
(33,677
|
)
|
|
$
|
117,867
|
|
|
$
|
(27,672
|
)
|
Recognition of actuarial loss
|
|
(31,000
|
)
|
|
(39,721
|
)
|
|
(38,034
|
)
|
|||
Current year prior service cost
|
|
3,327
|
|
|
—
|
|
|
4,768
|
|
|||
Recognition of prior service credit
|
|
67
|
|
|
147
|
|
|
350
|
|
|||
Recognition of curtailment loss
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|||
Total recognized in other comprehensive (loss) income
|
|
$
|
(61,488
|
)
|
|
$
|
78,293
|
|
|
$
|
(60,588
|
)
|
Total recognized in net periodic benefit income and other comprehensive (loss) income
|
|
$
|
(77,693
|
)
|
|
$
|
62,518
|
|
|
$
|
(73,226
|
)
|
Actuarial loss
|
$
|
44,602
|
|
Prior service credit
|
691
|
|
|
Total
|
$
|
45,293
|
|
|
|
December 31, 2019
|
||
Cash
|
|
$
|
732,142
|
|
Fair value of 35% investment in Inenco held prior to business combination
|
|
123,385
|
|
|
Fair value of other investments held prior to business combination
|
|
5,185
|
|
|
Total
|
|
$
|
860,712
|
|
|
|
As of Acquisition Dates
|
||
Trade accounts receivable
|
|
$
|
148,543
|
|
Merchandise inventories
|
|
319,579
|
|
|
Prepaid expenses and other current assets
|
|
788
|
|
|
Intangible assets
|
|
340,799
|
|
|
Deferred tax assets
|
|
1,480
|
|
|
Property, plant and equipment
|
|
70,958
|
|
|
Operating lease assets
|
|
127,470
|
|
|
Other assets
|
|
20,318
|
|
|
Total identifiable assets acquired
|
|
1,029,935
|
|
|
Current liabilities
|
|
122,307
|
|
|
Long-term debt
|
|
164,662
|
|
|
Operating lease liabilities
|
|
61,626
|
|
|
Deferred tax liabilities
|
|
67,081
|
|
|
Other long-term liabilities
|
|
132,187
|
|
|
Total liabilities assumed
|
|
547,863
|
|
|
Net identifiable assets acquired
|
|
482,072
|
|
|
Noncontrolling interests in a subsidiary
|
|
(1,600
|
)
|
|
Goodwill
|
|
380,240
|
|
|
Net assets acquired
|
|
$
|
860,712
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales: (1)
|
|
|
|
|
|
|
||||||
Automotive
|
|
$
|
10,987,533
|
|
|
$
|
10,526,520
|
|
|
$
|
8,583,317
|
|
Industrial
|
|
6,528,332
|
|
|
6,298,584
|
|
|
5,805,012
|
|
|||
Business products
|
|
1,876,440
|
|
|
1,909,969
|
|
|
1,920,472
|
|
|||
Total net sales
|
|
$
|
19,392,305
|
|
|
$
|
18,735,073
|
|
|
$
|
16,308,801
|
|
Segment profit:
|
|
|
|
|
|
|
||||||
Automotive
|
|
$
|
830,359
|
|
|
$
|
854,389
|
|
|
$
|
720,465
|
|
Industrial
|
|
521,830
|
|
|
487,360
|
|
|
440,454
|
|
|||
Business products
|
|
77,728
|
|
|
88,756
|
|
|
98,882
|
|
|||
Total segment profit
|
|
$
|
1,429,917
|
|
|
$
|
1,430,505
|
|
|
$
|
1,259,801
|
|
Interest expense, net
|
|
$
|
(91,315
|
)
|
|
$
|
(92,093
|
)
|
|
$
|
(38,677
|
)
|
Corporate expense
|
|
$
|
(137,592
|
)
|
|
$
|
(137,723
|
)
|
|
$
|
(110,722
|
)
|
Intangible asset amortization
|
|
$
|
(97,459
|
)
|
|
$
|
(88,972
|
)
|
|
$
|
(51,993
|
)
|
Other unallocated amounts:
|
|
|
|
|
|
|
||||||
Restructuring costs
|
|
$
|
(112,184
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Special termination costs
|
|
(42,757
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment charge
|
|
(81,968
|
)
|
|
—
|
|
|
—
|
|
|||
Realized currency and other divestiture losses
|
|
(41,499
|
)
|
|
—
|
|
|
—
|
|
|||
Termination fee
|
|
—
|
|
|
12,000
|
|
|
—
|
|
|||
Gain on equity investment
|
|
38,663
|
|
|
—
|
|
|
—
|
|
|||
Transaction and other costs
|
|
(33,506
|
)
|
|
(48,105
|
)
|
|
(49,141
|
)
|
|||
Total other unallocated amounts
|
|
$
|
(273,251
|
)
|
|
$
|
(36,105
|
)
|
|
$
|
(49,141
|
)
|
|
|
|
|
|
|
|
||||||
Income before income taxes
|
|
$
|
830,300
|
|
|
$
|
1,075,612
|
|
|
$
|
1,009,268
|
|
Assets:
|
|
|
|
|
|
|
||||||
Automotive
|
|
$
|
7,376,571
|
|
|
$
|
6,246,911
|
|
|
$
|
6,140,829
|
|
Industrial
|
|
1,994,115
|
|
|
1,790,410
|
|
|
1,645,271
|
|
|||
Business products
|
|
942,038
|
|
|
860,279
|
|
|
859,335
|
|
|||
Corporate
|
|
470,460
|
|
|
245,022
|
|
|
212,566
|
|
|||
Goodwill and other intangible assets
|
|
3,862,445
|
|
|
3,540,418
|
|
|
3,554,380
|
|
|||
Total assets
|
|
$
|
14,645,629
|
|
|
$
|
12,683,040
|
|
|
$
|
12,412,381
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Automotive
|
|
$
|
122,905
|
|
|
$
|
105,238
|
|
|
$
|
71,405
|
|
Industrial
|
|
17,577
|
|
|
14,518
|
|
|
13,446
|
|
|||
Business products
|
|
7,730
|
|
|
10,472
|
|
|
11,262
|
|
|||
Corporate
|
|
24,617
|
|
|
22,435
|
|
|
19,585
|
|
|||
Intangible asset amortization
|
|
97,459
|
|
|
88,972
|
|
|
51,993
|
|
|||
Total depreciation and amortization
|
|
$
|
270,288
|
|
|
$
|
241,635
|
|
|
$
|
167,691
|
|
Capital expenditures:
|
|
|
|
|
|
|
||||||
Automotive
|
|
$
|
227,420
|
|
|
$
|
198,910
|
|
|
$
|
118,181
|
|
Industrial
|
|
39,003
|
|
|
21,783
|
|
|
28,566
|
|
|||
Business products
|
|
20,613
|
|
|
7,320
|
|
|
6,726
|
|
|||
Corporate
|
|
10,833
|
|
|
4,409
|
|
|
3,287
|
|
|||
Total capital expenditures
|
|
$
|
297,869
|
|
|
$
|
232,422
|
|
|
$
|
156,760
|
|
Net sales:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
14,041,308
|
|
|
$
|
13,927,091
|
|
|
$
|
13,246,619
|
|
Europe
|
|
2,223,498
|
|
|
1,860,912
|
|
|
256,364
|
|
|||
Canada
|
|
1,669,803
|
|
|
1,624,890
|
|
|
1,525,421
|
|
|||
Australasia
|
|
1,369,361
|
|
|
1,193,148
|
|
|
1,162,122
|
|
|||
Mexico
|
|
88,335
|
|
|
129,032
|
|
|
118,275
|
|
|||
Total net sales
|
|
$
|
19,392,305
|
|
|
$
|
18,735,073
|
|
|
$
|
16,308,801
|
|
Net property, plant and equipment:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
804,841
|
|
|
$
|
726,068
|
|
|
$
|
647,386
|
|
Europe
|
|
153,357
|
|
|
110,184
|
|
|
96,857
|
|
|||
Canada
|
|
103,320
|
|
|
91,387
|
|
|
90,857
|
|
|||
Australasia
|
|
147,457
|
|
|
95,578
|
|
|
95,299
|
|
|||
Mexico
|
|
5,808
|
|
|
4,014
|
|
|
6,303
|
|
|||
Total net property, plant and equipment
|
|
$
|
1,214,783
|
|
|
$
|
1,027,231
|
|
|
$
|
936,702
|
|
(1)
|
The net effect of discounts, incentives, and freight billed to customers has been allocated to their respective segments for the current and prior periods. Previously, the net effect of such items were captured and presented separately in a line item entitled “Other.”
|
|
2019
|
|
2018
|
|
2017
|
||||||
North America:
|
|
|
|
|
|
||||||
Automotive
|
$
|
7,606,678
|
|
|
$
|
7,472,460
|
|
|
$
|
7,164,831
|
|
Industrial
|
6,316,328
|
|
|
6,298,584
|
|
|
5,805,012
|
|
|||
Business products
|
1,876,440
|
|
|
1,909,969
|
|
|
1,920,472
|
|
|||
Total North America
|
$
|
15,799,446
|
|
|
$
|
15,681,013
|
|
|
$
|
14,890,315
|
|
Australasia:
|
|
|
|
|
|
||||||
Automotive
|
$
|
1,157,357
|
|
|
$
|
1,193,148
|
|
|
$
|
1,162,122
|
|
Industrial
|
212,004
|
|
|
—
|
|
|
—
|
|
|||
Total Australasia
|
$
|
1,369,361
|
|
|
$
|
1,193,148
|
|
|
$
|
1,162,122
|
|
Europe - Automotive
|
$
|
2,223,498
|
|
|
$
|
1,860,912
|
|
|
$
|
256,364
|
|
Total net sales
|
$
|
19,392,305
|
|
|
$
|
18,735,073
|
|
|
$
|
16,308,801
|
|
|
|
Total
|
||
Restructuring costs
|
|
$
|
112,184
|
|
Special termination costs
|
|
42,757
|
|
|
Total costs incurred in 2019
|
|
$
|
154,941
|
|
Remaining costs expected but not yet incurred
|
|
20,331
|
|
|
Total costs
|
|
$
|
175,272
|
|
|
|
Severance and other employee costs
|
|
Facility and closure costs
|
|
Accelerated operating lease costs
|
|
Asset impairments
|
|
Total
|
||||||||||
Liability as of January 1, 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring costs
|
|
88,814
|
|
|
11,973
|
|
|
3,605
|
|
|
7,792
|
|
|
112,184
|
|
|||||
Cash payments
|
|
(5,440
|
)
|
|
(3,498
|
)
|
|
—
|
|
|
—
|
|
|
(8,938
|
)
|
|||||
Non-cash charges
|
|
(6,133
|
)
|
|
—
|
|
|
(3,605
|
)
|
|
(7,792
|
)
|
|
(17,530
|
)
|
|||||
Translation
|
|
356
|
|
|
492
|
|
|
—
|
|
|
—
|
|
|
848
|
|
|||||
Liability as of December 31, 2019
|
|
$
|
77,597
|
|
|
$
|
8,967
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86,564
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Plan Category
|
(a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1)
|
|
(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
||||
Equity Compensation Plans Approved by Shareholders:
|
1,121,611
|
|
(2)
|
$
|
80.85
|
|
|
—
|
|
|
|
1,903,683
|
|
(3)
|
$
|
94.74
|
|
|
7,834,341
|
|
(5)
|
Equity Compensation Plans Not Approved by Shareholders:
|
110,441
|
|
(4)
|
n/a
|
|
|
889,559
|
|
|
|
Total
|
3,135,735
|
|
|
—
|
|
|
8,723,900
|
|
|
(1)
|
Reflects the maximum number of shares issuable pursuant to the exercise or conversion of stock options, stock appreciation rights, restricted stock units and common stock equivalents. The actual number of shares issued upon exercise of stock appreciation rights is calculated based on the excess of fair market value of our common stock on date of exercise and the grant price of the stock appreciation rights.
|
(2)
|
Genuine Parts Company 2006 Long-Term Incentive Plan
|
(3)
|
Genuine Parts Company 2015 Incentive Plan
|
(4)
|
Genuine Parts Company Directors' Deferred Compensation Plan, as amended
|
(5)
|
All of these shares are available for issuance pursuant to grants of full-value stock awards.
|
Exhibit Number
|
|
Description
|
|
|
|
Exhibit 2.1
|
|
|
|
|
|
Exhibit 3.1
|
|
|
|
|
|
Exhibit 3.2
|
|
|
|
|
|
Exhibit 4.1
|
|
|
|
|
|
Exhibit 4.2
|
|
Specimen Common Stock Certificate. (Incorporated herein by reference from the Company’s Registration Statement on Form S-1, Registration No. 33-63874.)
|
Exhibit 10.2*
|
|
|
|
|
|
Exhibit 10.3*
|
|
|
|
|
|
Exhibit 10.4*
|
|
|
|
|
|
Exhibit 10.5*
|
|
|
|
|
|
Exhibit 10.6*
|
|
|
|
|
|
Exhibit 10.7*
|
|
|
|
|
|
Exhibit 10.8*
|
|
|
|
|
|
Exhibit 10.9*
|
|
|
|
|
|
Exhibit 10.10*
|
|
|
|
|
|
Exhibit 10.11*
|
|
|
|
|
|
Exhibit 10.12*
|
|
|
|
|
|
Exhibit 10.13*
|
|
|
|
|
|
Exhibit 10.14*
|
|
|
|
|
|
Exhibit 10.15*
|
|
|
|
|
|
Exhibit 10.16*
|
|
Exhibit 10.17*
|
|
|
|
|
|
Exhibit 10.18*
|
|
|
|
|
|
Exhibit 10.19*
|
|
|
|
|
|
Exhibit 10.20*
|
|
|
|
|
|
Exhibit 10.21*
|
|
|
|
|
|
Exhibit 10.22*
|
|
|
|
|
|
Exhibit 10.23*
|
|
|
|
|
|
Exhibit 10.24*
|
|
|
|
|
|
Exhibit 10.25*
|
|
|
|
|
|
Exhibit 10.26
|
|
|
|
|
|
Exhibit 10.27
|
|
|
|
|
|
Exhibit 10.28
|
|
|
|
|
|
Exhibit 10.29*
|
|
|
|
|
|
Exhibit 10.30*
|
|
|
|
|
|
Exhibit 10.31*
|
|
|
*
|
Indicates management contracts and compensatory plans and arrangements.
|
Exhibit 21
|
|
|
Exhibit 23
|
|
|
Exhibit 31.1
|
|
|
Exhibit 31.2
|
|
|
Exhibit 32
|
|
|
Exhibit 101.INS
|
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Exhibit 104
|
|
The cover page from this Annual Report on Form 10-K for the year ended December 31, 2019 formatted in Inline XBRL
|
/s/ Paul D. Donahue
|
|
2/21/2020
|
|
|
|
/s/ Carol B. Yancey
|
|
2/21/2020
|
|
Paul D. Donahue
|
|
(Date)
|
|
|
|
Carol B. Yancey
|
|
(Date)
|
|
Chairman and Chief Executive Officer
|
|
|
|
Executive Vice President and Chief Financial and Accounting Officer
|
|
/s/ Paul D. Donahue
|
|
2/17/2020
|
|
|
|
/s/ Carol B. Yancey
|
|
2/17/2020
|
|
Paul D. Donahue
|
|
(Date)
|
|
|
|
Carol B. Yancey
|
|
(Date)
|
|
Director
Chairman and Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
Executive Vice President and Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)
|
|
|
||
|
|
|
|
|
|||||
/s/ Elizabeth W. Camp
|
|
2/17/2020
|
|
|
|
|
|
|
|
Elizabeth W. Camp
|
|
(Date)
|
|
|
|
Richard Cox, Jr.
|
|
(Date)
|
|
Director
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gary P. Fayard
|
|
2/17/2020
|
|
|
|
/s/ Thomas C. Gallagher
|
|
2/17/2020
|
|
Gary P. Fayard
|
|
(Date)
|
|
|
|
Thomas C. Gallagher
|
|
(Date)
|
|
Director
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ P. Russell Hardin
|
|
2/17/2020
|
|
|
|
/s/ John R. Holder
|
|
2/17/2020
|
|
P. Russell Hardin
|
|
|
|
|
|
John R. Holder
|
|
(Date)
|
|
Director
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Donna W. Hyland
|
|
2/17/2020
|
|
|
|
/s/ John D. Johns
|
|
2/17/2020
|
|
Donna W. Hyland
|
|
(Date)
|
|
|
|
John D. Johns
|
|
(Date)
|
|
Director
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Robert C. Loudermilk, Jr.
|
2/17/2020
|
|
|
|
/s/ Wendy B. Needham
|
|
2/17/2020
|
|
|
Robert C. Loudermilk, Jr.
|
|
(Date)
|
|
|
|
Wendy B. Needham
|
|
(Date)
|
|
Director
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ E. Jenner Wood, III
|
|
2/17/2020
|
|
|
|
|
|||
E. Jenner Wood, III
|
|
(Date)
|
|
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
NATIONAL AUTOMOTIVE PARTS ASSOCIATION, LLC
|
100.0%
|
GEORGIA
|
MOTION INDUSTRIES, INC.
|
100.0%
|
DELAWARE
|
S.P. RICHARDS COMPANY
|
100.0%
|
GEORGIA
|
UAP INC.
|
100.0%
|
QUEBEC, CANADA
|
GPC ASIA PACIFIC HOLDINGS PTY LTD
|
100.0%
|
VICTORIA, AUSTRALIA
|
GPC EUROPE AUTOMOTIVE GROUP LTD.
|
100.0%
|
LONDON, UNITED KINGDOM
|
INENCO GROUP PTY LTD
|
100.0%
|
SOUTH AUSTRALIA, AUSTRALIA
|
(1)
|
Registration Statement (Form S-8 No. 333-21969) pertaining to the Directors’ Deferred Compensation Plan of Genuine Parts Company and Subsidiaries,
|
(2)
|
Registration Statement (Form S-8 No. 333-133362) pertaining to the 2006 Long-Term Incentive Plan of Genuine Parts Company and Subsidiaries, and
|
(3)
|
Registration Statement (Form S-8 No. 333-204390) pertaining to the 2015 Incentive Plan of Genuine Parts Company and Subsidiaries;
|
/s/ Paul D. Donahue
|
Paul D. Donahue
|
Chairman and Chief Executive Officer
|
/s/ Carol B. Yancey
|
Carol B. Yancey
|
Executive Vice President and Chief Financial Officer
|
|
|
|
/s/ Paul D. Donahue
|
|
/s/ Carol B. Yancey
|
Paul D. Donahue
Chairman and Chief Executive Officer |
|
Carol B. Yancey
Executive Vice President and Chief Financial Officer |
February 21, 2020
|
|
February 21, 2020
|