Index to Financial Statements

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

 

 þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20132015

Or

 

 ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number: 1-5690

GENUINE PARTS COMPANY

(Exact name of registrant as specified in its charter)

 

Georgia 58-0254510

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

2999 Circle 75 Parkway, Atlanta, Georgia 30339
(Address of principal executive offices) (Zip Code)

770-953-1700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock, $1 par value per share New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  þ

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  þ    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 RegulationRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  þ Accelerated filer  ¨  Non-accelerated filer  ¨ Smaller reporting company  ¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  þ

As of June 30, 2013,2015, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $11,558,411,000$13,180,127,000 based on the closing sale price as reported on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

  

Outstanding at February 18, 201316, 2016

Common Stock, $1 par value per share  153,727,213149,515,598 shares

Specifically identified portions of the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 201425, 2016 are incorporated by reference into Part III of this Form 10-K.


Index to Financial Statements

PART I.

 

ITEM 11..BUSINESSBUSINESS..

Genuine Parts Company, a Georgia corporation incorporated on May 7, 1928, is a service organization engaged in the distribution of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials through our four operating segments, each described in more detail below. In 2013,2015, business was conducted from approximately 2,6002,650 locations throughout the United States, Canada, and Mexico, and, effective April 1, 2013, Australia and New Zealand. As of December 31, 2013,2015, the Company employed approximately 37,50039,600 persons.

As used in this report, the “Company” refers to Genuine Parts Company and its subsidiaries,Subsidiaries, except as otherwise indicated by the context; and the terms “automotive parts” and “industrial parts” refer to replacement parts in each respective category.

Financial Information about Segments.    For financial information regarding segments as well as our geographic areas of operation, refer to Note 10 of Notes to Consolidated Financial Statements beginning on pagepage F-1.

Available Information.    The Company’s internet website can be found at www.genpt.com. The Company makes available, free of charge through its internet website, access to the Company’s annual reports on FormForm 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other reports, and any amendments to these documents, as soon as reasonably practicable after such material is filed with or furnished to the Securities and Exchange Commission (“SEC”). Additionally, our corporate governance guidelines, codes of conduct and ethics, and charters of the Audit Committee and the Compensation, Nominating and Governance Committee of our Board of Directors, as well as information regarding our procedure for shareholders and other interested parties to communicate with our Board of Directors, are available on our website.

In Part III of this Form 10-K, we incorporate certain information by reference to our proxy statement for our 20142016 annual meeting of shareholders. We expect to file that proxy statement with the SEC on or about February 27, 2014,26, 2016, and we will make it available online at the same time at http://www.proxydocs.com/gpc. Please refer to the proxy statement for the information incorporated by reference into Part III of this FromForm 10-K when it is available.

AUTOMOTIVE PARTS GROUP

The Automotive Parts Group, the largest division of the Company, distributes automotive parts and accessory items. In addition to nearly 450,000approximately 474,000 available part numbers, the Company offers complete inventory, cataloging, marketing, training and other programs in the automotive aftermarket. The Company as a result of its acquisition of Quaker City Motor Parts Co. in May 2012, is the sole member of the National Automotive Parts Association (“NAPA”), a voluntary trade association formed in 1925 to provide nationwide distribution of automotive parts.

During 2013,2015, the Company’s Automotive Parts Group included NAPA automotive parts distribution centers and automotive parts stores (“auto parts stores” or “NAPA AUTO PARTS stores”) owned and operated in the United States by the Company; NAPA and Traction automotive parts distribution centers and auto parts stores in the United States and Canada owned and operated by the Company and NAPA Canada/UAP Inc. (“NAPA Canada/UAP”), a wholly-owned subsidiary of the Company; auto parts stores and distribution centers in the United States operated by corporations in which the Company owned either a noncontrolling or controlling interest; auto parts stores in Canada operated by corporations in which UAP owns a 50% interest; Repco and other automotive parts distribution centers, branches and auto parts stores in Australia and New Zealand owned and operated by GPC Asia Pacific, a wholly-owned subsidiary of the Company; import automotive parts distribution centers in the United States owned by the Company and operated by its Altrom America division; import automotive parts distribution centers in Canada owned and operated by Altrom Canada Corporation (“Altrom Canada”), a wholly-owned subsidiary of the Company; distribution centers in the United States owned by Balkamp, Inc. (“Balkamp”), a wholly-owned subsidiary of the Company; distribution facilities in the United

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Index to Financial Statements

States owned by the Company and operated by its Rayloc division; and automotive parts distribution centers and automotive parts stores in Mexico, owned and operated by Grupo Auto Todo, S.A. de C.V. (“Auto Todo”), a wholly-owned

subsidiary of the Company; and an automotive parts distribution center and automotive parts stores in Mexico, owned and operated by Autopartes NAPA Mexico (“NAPA Mexico”), a wholly-owned subsidiary of the Company.

In addition, effective April 1, 2013,The Company’s network of U.S. automotive parts stores was expanded in 2015 via the Company completed the purchaseacquisition of select store groups located in various regions of the remaining 70% stake of Exego Group, subsequently renamedUnited States. Additionally, the GPC Asia Pacific for approximately $590 million (USD), net of cashautomotive business acquired of $70 million,Auto Electrics Australia (“AEA”) and the assumption of approximately $230 million (USD)Global Automotive (“Global”) in net debt. The purchase was funded using a combination of cash on handApril and borrowings under existing credit facilities. The Company had previously purchased a 30% stake in GPC Asia Pacific on January 1, 2012 for approximately $166 million (USD) in cash. GPC Asia Pacific, headquartered in Melbourne, Australia,August, 2015, respectively. AEA is a leading aftermarket distributorspecialist supplier of rotating electrical products, while Global has a regional network of six stores. Collectively, these new store groups and automotive replacement parts and accessories in Australasia, withbusinesses are expected to generate annual revenues of approximately $1.1 billion (USD) and a company-owned store footprint of 460 locations across Australia and New Zealand. In 2012, the Company accounted for this investment under the equity method of accounting.$35 million USD.

The Company has a 15% interest in Mitchell Repair Information (“MRIC”), a subsidiary of Snap-on Incorporated. MRIC is a leading automotive diagnostic and repair information company with over 40,000that links North American subscribers linked to its services and information databases. MRIC’s core product, “Mitchell ON-DEMAND”, is a premier electronic repair information source in the automotive aftermarket.

The Company’s NAPA automotive parts distribution centers distribute replacement parts (other than body parts) for substantially all motor vehicle makes and models in service in the United States, including imported vehicles, trucks, SUVs, buses, motorcycles, recreational vehicles and farm vehicles. In addition, the Company distributes replacement parts for small engines, farm equipment and heavy duty equipment. The Company’s inventories also include accessory items for such vehicles and equipment, and supply items used by a wide variety of customers in the automotive aftermarket, such as repair shops, service stations, fleet operators, automobile and truck dealers, leasing companies, bus and truck lines, mass merchandisers, farms, industrial concerns and individuals who perform their own maintenance and parts installation. Although the Company’s domestic automotive operations purchase from approximately 100 different suppliers, approximately 50%49% of 20132015 automotive parts inventories were purchased from 10 major suppliers. Since 1931, the Company has had return privileges with most of its suppliers, which have protected the Company from inventory obsolescence.

Distribution System.    In 2013,2015, the Company operated 6259 domestic NAPA automotive parts distribution centers located in 4140 states and approximately 1,100 domestic company-owned NAPA AUTO PARTS stores located in 4645 states. The Company also operated domestically one TW Distribution heavy duty parts distribution center and 14 company-owned Traction Heavy Duty parts stores located in four states. The Traction operations are discussed further below in Related Operations. At December 31, 2013,2015, the Company owned either a noncontrolling or controlling interest in six corporations, which operated approximately 114 auto parts stores in nine states.

The Company’s domestic distribution centers serve approximately 4,900 independently owned NAPA AUTO PARTS stores located throughout the United States. NAPA AUTO PARTS stores, in turn, sell to a wide variety of customers in the automotive aftermarket. Collectively, these independent automotive parts stores account for approximately 63% of the Company’s total U.S. Automotive sales and 23% of the Company’s total sales, with no automotive parts store or group of automotive parts stores with individual or common ownership accounting for more than 0.31% of the total sales of the Company.

NAPA Canada/UAP, founded in 1926, is a Canadian leader in the distribution and marketing of replacement parts and accessories for automobiles and trucks. NAPA Canada/UAP employs approximately 3,800 peopletrucks and operates a network of 12 distribution centers supplying approximately 594 NAPA stores and 104 Traction wholesalers. Traction is a supplier of parts to small and large fleet owners and operators and, together with NAPA stores, isalso a significant supplier to the mining and forestry industries.industries in Canada. NAPA Canada/UAP employs approximately 3,900 people and operates a network of 9 NAPA automotive parts distribution centers, three heavy duty parts distribution centers and one fabrication/remanufacturing facility supplying approximately 601 NAPA stores and 105 Traction wholesalers. The NAPA stores and Traction wholesalers in Canada include approximately 187181 company owned stores, 12 joint ventures and 2830 progressive owners in which NAPA Canada/UAP owns a 50% interest and approximately 471483 independently owned stores. NAPA and Traction operations supply bannered installers and independent installers in all provinces of Canada, as well as networks of service stations and repair shops operating under the banners of national accounts. UAP is a licensee of the NAPA® name in Canada.

In Canada, Altrom Canada operates 13three import automotive parts distribution centers.centers and 10 branches. In the United States, Altrom America operates two import automotive parts distribution centers.

In Australia and New Zealand, GPC Asia Pacific, originally established in 1922, is a leading distributor of automotive replacement parts and accessories. GPC Asia Pacific operates eight distribution centers, 417 Repco stores and 80 branches associated with the Ashdown Ingram, Motospecs, McLeod and RDA Brakes operations.

In Mexico, Auto Todo owns and operates 11 distribution centers, four auto parts stores and four tire centers. NAPA Mexico owns and operates one distribution center and eleven auto parts stores. Auto Todo is a licenseeand NAPA Mexico are licensees of the NAPA® name in Mexico.

In Australia and New Zealand, GPC Asia Pacific is leading distributor of automotive replacement parts and accessories. GPC Asia Pacific operates eight distribution centers, 399 Repco stores and 61 branches associated with the Ashdown Ingram, Motospecs and McLeod operations.

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Index to Financial Statements

The Company’s domestic distribution centers serve approximately 4,900 independently owned NAPA AUTO PARTS stores located throughout the United States. NAPA AUTO PARTS stores, in turn, sell to a wide variety of customers in the automotive aftermarket. Collectively, these independent automotive parts stores account for approximately 65% of the Company’s total U.S. Automotive sales and 24% of the Company’s total sales, with no automotive parts store or group of automotive parts stores with individual or common ownership accounting for more than 0.25% of the total sales of the Company.

Products.    Distribution centers have access to over 446,000approximately 474,000 different parts and related supply items. Each item is cataloged and numbered for identification and accessibility. Significant inventories are carried to provide for fast and frequent deliveries to customers. Most orders are filled and shipped the same day as they are received. The majority of sales are paid from statements with varied terms and conditions. The Company does not manufacture any of the products it distributes. The majority of products are distributed under the NAPA® name, a mark licensed to the Company by NAPA, which is important to the sales and marketing of these products. Traction sales also include products distributed under the HD Plus name, a proprietary line of automotive parts for the heavy duty truck market.

Related Operations.    Balkamp, a wholly-owned subsidiary of the Company, distributes a wide variety of replacement parts and accessory items for passenger cars, heavy-duty vehicles, motorcycles and farm equipment. In addition, Balkamp distributes service items such as testing equipment, lubricating equipment, gauges, cleaning supplies, chemicals and supply items used by repair shops, fleets, farms and institutions. Balkamp packages many of the 45,00040,000 products, which constitute the “Balkamp” line of products that are distributed through the NAPA system. These products are categorized into over 175238 different product categories purchased from approximately 450438 domestic suppliers and over 100 foreign manufacturers. Balkamp has two distribution centers located in Plainfield, Indiana, and West Jordan, Utah. In addition, Balkamp operates two redistribution centers that provide the NAPA system with over 1,1001,125 SKUs of oils and chemicals. BALKAMP®, a federally registered trademark, is important to the sales and marketing promotions of the Balkamp organization.

The Company, through its Rayloc division, operates four facilities where certain small automotive parts are distributed through the NAPA system under the NAPA® brand name. Rayloc® is a mark licensed to the Company by NAPA.

The Company’s Heavy Vehicle Parts Group operates as TW Distribution, with one warehouse location in Atlanta, Georgia, which serves 2221 Traction Heavy Duty parts stores in the United States, of which 14 are company-owned and eightseven are independently owned. This group distributes heavy vehicle parts through the NAPA system and direct to small and large fleet owners and operators.

Segment Data.    In the year ended December 31, 2013,2015, sales from the Automotive Parts Group were approximately 53%52% of the Company’s net sales, as compared to 49%53% in 20122014 and 2011.2013. For additional segment information, see Note 10 of Notes to Consolidated Financial Statements beginning on page F-1.

Service to NAPA AUTO PARTS Stores.    The Company believes that the quality and the range of services provided to its automotive parts customers constitute a significant advantage for its automotive parts distribution system. Such services include fast and frequent delivery, parts cataloging (including the use of electronic NAPA AUTO PARTS catalogs) and stock adjustment through a continuing parts classification system which, as initiated by the Company from time to time, allows independent retailers (“jobbers”) to return certain merchandise on a scheduled basis. The Company offers its NAPA AUTO PARTS store customers various management aids, marketing aids and service on topics such as inventory control, cost analysis, accounting procedures, group insurance and retirement benefit plans, as well as marketing conferences and seminars, sales and advertising manuals and training programs. Point of sale/inventory management is available through TAMS® (Total Automotive Management Systems), a computer system designed and developed by the Company for the NAPA AUTO PARTS stores.

The Company has developed and refined an inventory classification system to determine optimum distribution center and auto parts store inventory levels for automotive parts stocking based on automotive registrations, usage rates, production statistics, technological advances and other similar factors. This system, which undergoes continuous analytical review, is an integral part of the Company’s inventory control procedures and

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Index to Financial Statements

comprises an important feature of the inventory management services that the Company makes available to its NAPA AUTO PARTS store customers. Over the last 2025 years, losses to the Company from obsolescence have been insignificant and the Company attributes this to the successful operation of its classification system, which involves product return privileges with most of its suppliers.

Competition.    The automotive parts distribution business is highly competitive. The Company competes with automobile manufacturers (some of which sell replacement parts for vehicles built by other manufacturers as well as those that they build themselves), automobile dealers, warehouse clubs and large automotive parts retail chains. In addition, the Company competes with the distributing outlets of parts manufacturers, oil companies, mass merchandisers including(including national retail chains,chains), and with other parts distributors and retailers. The Automotive Parts Group competes primarily on product offering, service, brand recognition and price. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.”

NAPA.    The Company is the sole member of the National Automotive Parts Association, a voluntary association formed in 1925 to provide nationwide distribution of automotive parts. NAPA, which neither buys nor sells automotive parts, functions as a trade association and whose sole member in 20132015 owned and operated 6259 distribution centers located throughout the United States. NAPA develops marketing concepts and programs that may be used by its members which, at December 31, 2013,2015, includes only the Company. It is not involved in the chain of distribution.

Among the automotive lines within the NAPA system thatproducts purchased by the Company purchases and distributesfrom various manufacturers for distribution are certain lines designated, cataloged, advertised and promoted as “NAPA” lines. TheGenerally, the Company is not required to purchase any specific quantity of parts so designated and it may, and does, purchase competitive lines from the same as well as other supply sources.

The Company uses the federally registered trademark NAPA® as part of the trade name of its distribution centers and parts stores. The Company contributes to NAPA’s national advertising program, which is designed to increase public recognition of the NAPA name and to promote NAPA product lines.

The Company is a party, together with the former members of NAPA, to a consent decree entered by the Federal District Court in Detroit, Michigan, on May 4, 1954. The consent decree enjoins certain practices under the federal antitrust laws, including the use of exclusive agreements with manufacturers of automotive parts, allocation or division of territories among the Company and former NAPA members, fixing of prices or terms of sale for such parts among such members, and agreements to adhere to any uniform policy in selecting parts customers or determining the number and location of, or arrangements with, auto parts customers.

INDUSTRIAL PARTS GROUP

The Industrial Parts Group is operated as Motion Industries, Inc. (“Motion”), a wholly-owned subsidiary of the Company headquartered in Birmingham, Alabama. Motion distributes industrial replacement parts and related supplies such as bearings, mechanical and electrical power transmission products, industrial automation, hose, hydraulic and pneumatic components, industrial and safety supplies and material handling products to MRO (maintenance, repair and operation) and OEM (original equipment manufacturer) customers throughout the United States, Canada and Mexico.

In Canada, industrial parts are distributed by Motion Industries (Canada), Inc. (“Motion Canada”). The Mexican market is served by Motion Mexico S de RL de CV (“Motion Mexico”). These organizations operate in the Company’s North American structure.

In 2013,2015, the Industrial Parts Group served more than 150,000 customers in all types of industries located throughout North America, including the food and beverage, forest products, primary metal,metals, pulp and paper, mining, automotive, oil and gas, petrochemical and pharmaceutical industries; as well as strategically targeted specialty industries such as power generation, wastewater treatment facilities, wind power generation, solar power,alternative energy, government, projects, pipelines, railroad,transportation, ports, and others. Motion services all manufacturing and processing industries with access to a database of 5.66.5 million parts. Additionally, Motion provides U.S. government agencies access to approximately 600,000400,000 products and replacement parts through a Government Services Administration (GSA) schedule.

Effective February 1, 2015, Motion expanded its product and service offering in Alaska with the acquisition of Oil & Gas Supply, located in Anchorage, Alaska. We expect this business to generate $2-3 million in annual revenues.

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Index to Financial Statements

In the fourth quarter of 2013, Motion made two strategic acquisitions. Effective October 26, 2013,February 2, 2015, Motion acquired the stock of ASTMiller Bearings, LLC (“AST”), with facilities in Montville, New Jersey and Irvine, California. AST is ana regional industrial distributor specializingof bearings, power transmission products, industrial and safety supplies, hydraulic and pneumatic components. Headquartered in high-precision, miniatureOrlando, Florida, Miller operates 17 branch locations throughout the state and specialty bearings, bushingsone distribution center. In addition, Miller has an export office providing industrial MRO products to Puerto Rico, the Dominican Republic and related services, withother Caribbean customers. Miller generates approximately $40 million in annual revenues and is operated as Miller Industrial Solutions, a division of approximately $35 million. EffectiveMotion Industries.

In 2015, the Industrial Parts Group also acquired Lake Erie Abrasive and Tool (“LEAT”) and Moss Rubber. LEAT was acquired on September 1, 2015, and is a distributor of abrasive tooling for the manufacturing industry. Moss Rubber was acquired December 2, 2013, Motion acquired the assets of Paragon Service & Supply, Inc. (“Paragon”), located in Lima, Ohio. Paragon1, 2015, and is a distributor of industrial cutting tools, abrasivesrubber products including hose, belting, fittings and metal-working equipment, with approximately $15 million in annual revenues.

Effective January 31, 2014, Motion Canada acquired Commercial Solutions Inc. (“CSI”), which at that time was a public company traded on the Toronto Stock Exchange under the ticker symbol “CSA”. CSI’s shares were delisted following the acquisition. Headquartered in Edmonton, Alberta, CSI is an independent national distributor of industrial supplies, including bearingsrelated products. LEAT and power transmission products, complete solutions for drilling rigs and industrial and safety supplies. Its customers represent a broad cross-section of industries andMoss Rubber are served from 22 locations across Canada and one in the U.S. CSI is expected to generate annual revenues of approximately $100$30 million in annual revenues.and $8 million, respectively.

The Industrial Parts Group provides customers with supply chain efficiencies achieved through the company’s Inventory Management Solutions offering. This service provides inventory management, asset repair and logistical solutions coupled with Motion’s vast product knowledge and system capabilities. The Company meets the MRO demand of a large and fragmented market with high levels of service in the areas oftracking, vendor managed inventory commonly referred to as VMI, as well as RFID asset management inventoryof the customer’s inventory. Motion’s Energy Services Team routinely performs in-plant surveys and logistics management, product applicationassessments, helping customers reduce their energy consumption and utilization management processes.finding opportunities for improved sustainability, ultimately helping customers operate more profitably. Motion also provides a wide range of services and repairs such as: gearbox and fluid power assembly repair, process pump assembly and repair, hydraulic drive shaft repair, electrical panel assembly and repair, hose and gasket manufacture and assembly, as well as many other value-added services. A highly developed supply chain with vendor partnerships and customer connectivity are enhanced by Motion’s leading e-business capabilities, such as MiSupplierConnect, which provides integration between the Company’s information technology network and suppliers’ systems, creating numerous benefits for both the supplier and customer. These services and supply chain efficiencies assist Motion in meeting the cost savings that many of its customers require and expect.

Distribution System.    In North America, the Industrial Parts Group operated 511533 branches, 15 distribution centers and 4246 service centers as of December 31, 2013.2015. The distribution centers stock and distribute more than 240,000260,000 different items purchased from more than 1,1001,025 different suppliers. The service centers provide hydraulic, hose and mechanical repairs for customers. Approximately 34%33% of 20132015 total industrial product purchases were made from 10 major suppliers. Sales are generated from the Industrial Parts Group’s branches located in 49 states, Puerto Rico, nine provinces in Canada, and Mexico. Each branch has warehouse facilities that stock significant amounts of inventory representative of the products used by customers in the respective market area served.

Products.    The Industrial Parts Group distributes a wide variety of parts and products to its customers, which are primarily industrial concerns. Products include such items as hoses, belts, bearings, pulleys, pumps, valves, chains, gears, sprockets, speed reducers, electric motors, and industrial supplies. In recent years, Motion expanded its offering to include systems and automation products in response to the increasing sophistication of motion control and process automation for full systems integration of plant equipment. Manufacturing trends and government policies have led to opportunities in the “green” and energy-efficient product markets, focusing on product offerings such as energy-efficient motors and drives, recyclable and environmentally friendly parts and supplies. The nature of this group’s business demands the maintenance of adequate inventories and the ability to promptly meet demanding delivery requirements. Virtually all of the products distributed are installed by the customer or used in plant and facility maintenance activities. Most orders are filled immediately from existing stock and deliveries are normally made within 24 hours of receipt of order. The majority of all sales are on open account. Motion has ongoing purchase agreements with existing customers that represent approximately 50% of the annual sales volume.

Supply Agreements.    Non-exclusive distributor agreements are in effect with most of the Industrial Parts Group’s suppliers. The terms of these agreements vary; however, it has been the experience of the Industrial Parts Group that the custom of the trade is to treat such agreements as continuing until breached by one party or until terminated by mutual consent. Motion has return privileges with most of its suppliers, which has protected the Company from inventory obsolescence.

Segment Data.    In the year ended December 31, 2013,2015, sales from the Company’s Industrial Parts Group approximated 31%30% of the Company’s net sales, as compared to 34%31% in 20122014 and 33% in 2011.2013. For additional segment information, see Note 10 of Notes to Consolidated Financial Statements beginning on page F-1.

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Competition.    The industrial parts distribution business is highly competitive. The Industrial Parts Group competes with other distributors specializing in the distribution of such items, general line distributors and others who provide similar services. To a lesser extent, the Industrial Parts Group competes with manufacturers that sell directly to the customer. The Industrial Parts Group competes primarily on the breadth of product offerings, service and price. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.”

OFFICE PRODUCTS GROUP

The Office Products Group, operated through S. P. Richards Company (“S. P. Richards” or “SPR”), a wholly ownedwholly-owned subsidiary of the Company, is headquartered in Atlanta, Georgia. S. P. Richards is engaged in the wholesale distribution of a broad line of office and other business related products through a diverse customer base of resellers. These products are used in homes, businesses, schools, offices, and other institutions. Office products fall into the general categories of computer supplies, imaging products, office furniture, office machines,technology products, general office products,and school supplies, cleaning, janitorial sanitation and breakroom supplies, safety and security items, healthcare products and disposable food service products.

The Office Products Group is represented in Canada through S. P. Richards Canada, a wholly-owned subsidiary of the Company headquartered near Toronto, Ontario. S. P. Richards Canada services office product resellers throughout Canada from locations in Vancouver, Toronto, Calgary, Edmonton and Winnipeg.

Effective FebruaryJanuary 2, 2015, S. P. Richards acquired JAL Associates Inc. (“JAL”). JAL is a regional wholesaler of office furniture with estimated annual revenues of $12 million. This business was consolidated into SPR’s operations in Baltimore, Maryland; Cranbury, New Jersey; and Richmond, Virginia during 2015.

Effective May 1, 2014,2015, S. P. Richards acquired the assetscommercial products business of Garland C. Norris Company, Inc. (“GCN”), headquarteredDinesol Plastics, located in Apex, North Carolina. GCN is a regional wholesale distributor ofNiles, Ohio. This acquisition further expands SPR’s food service disposables and janitorial product offering and cleaning supplies, withis expected to generate annual revenues of approximately $35$3 million.

Effective October 1, 2015, S. P. Richards acquired Malt Industries (“Malt”), a leading wholesale distributor of protective apparel located in Purvis, Mississippi. Malt is expected to generate annual revenues of approximately $20 million.

Distribution System.    The Office Products Group distributes more than 55,00062,000 items to over 4,3006,300 resellers and distributors throughout the United States and Canada from a network of 4145 distribution centers. This group’s network of strategically located distribution centers provides overnight delivery of the Company’s comprehensive product offering. Approximately 47%41% of the Company’s 20132015 total office products purchases were made from 10 major suppliers.

The Office Products Group sells to a wide variety of resellers. These resellers include independently owned office product dealers, national office product superstores and mass merchants, large contract stationers, mail order companies, Internet resellers, college bookstores, military base stores, office furniture dealers, value-added technology resellers, business machine dealers, janitorial and sanitation supply distributors, safety product resellers and food service distributors. Resellers are offered comprehensive marketing programs, which include print and electronic catalogs and flyers, electronicdigital content and email campaigns for reseller websites, and education and training resources. In addition, world class market analytics programs are made available to qualified resellers.

Products.    The Office Products Group distributes computer suppliestechnology products and consumer electronics including storage media, printer supplies, iPad, iPhone and computer accessories;accessories, calculators, shredders, laminators, copiers, printers, fitness bracelets and digital cameras; office furniture including desks, credenzas, chairs, chair mats, partitions,office suites, panel systems, file, mobile and storage cabinets and computer furniture; office machines including telephones, answering machines, calculators, fax machines, multi-function copiers, printers, digital cameras, televisions, laminators and shredders;workstations; general office supplies including desk accessories, business forms, accounting supplies, binders, filing supplies, report covers, writing instruments, envelopes, note pads, copy paper, mailroom and shipping supplies, drafting supplies and audiovisual supplies; school suppliesand educational products including bulletin boards, teaching aids and art supplies; healthcare products including first aid supplies, gloves, exam room supplies and accessories;furnishings, cleaners and waste containers; janitorial and cleaning supplies; safety supplies; disposable food service products; and breakroom supplies including napkins, utensils, snacks and beverages. S. P. Richards has return privileges with most of its suppliers, which have protected the Company from inventory obsolescence.

While the Company’s inventory includes products from nearly 600700 of the industry’s leading manufacturers worldwide, S. P. Richards also markets products under its eightnine proprietary brands. These brands include: SparcotmSparco™, an economical line of office supply basics; Compucessory®, a line of computer accessories; Lorelltm®, a line of office furniture; NatureSaver®, an offering of recycled products; Elite Image®, a line of new and remanufactured toner cartridges, premium papers and labels; IntegratmIntegra™, a line of writing instruments; Genuine Joe®, a line

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of cleaning and breakroom products; and Business Source®, a line of basic office supplies available only to independent resellers.resellers; and Lighthouse, a brand of janitorial and cleaning products offered through the GCN business. The Company’s Impact and Malt businesses also offer an additional series of proprietary brands including ProGuard® and ProMax® that are product based and solution-specific oriented. Through the Company’s FurnitureAdvantagetmFurnitureAdvantage™ program, S. P. Richards provides resellers with an additional 11,00016,000 furniture items made available to consumers in 7 to 10 business days.

Segment Data.    In the year ended December 31, 2013,2015, sales from the Company’s Office Products Group approximated 12%13% of the Company’s net sales, as compared to 13%11% in 20122014 and 14%12% in 2011.2013. For additional segment information, see Note 10 of Notes to Consolidated Financial Statements beginning on page F-1.

Competition.    The office products distribution business is highly competitive. In the distribution of its product offering to resellers, S. P. Richards competes with many other wholesale distributors, as well as with certain manufacturers of office products. S. P. Richards competes primarily on price, product offerings, service, marketing programs, brand recognition and brand recognition.price. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.”

ELECTRICAL/ELECTRONIC MATERIALS GROUP

The Electrical/Electronic Materials Group, was formed on July 1, 1998 through the acquisition ofoperated as EIS, Inc. (“EIS”), a wholly-owned subsidiary of the Company, is headquartered in Atlanta, Georgia. This GroupEIS distributes materials to more than 20,000 electrical and electronic manufacturers, as well as to industrial assembly and specialty wire and cable markets in North America. With 4749 branch locations in the United States, Puerto Rico, the Dominican Republic, Mexico and Canada, this GroupEIS distributes over 100,000 items including wire, cable and cable,connectivity solutions, insulating and conductive materials, assembly tools and test equipment. EIS also has sixseven light manufacturing facilities that provide custom fabricated parts.parts and specialty coated materials.

In 2013, EIS made two strategic acquisitions. Effective AugustApril 1, 2013,2015, EIS acquired Connect Air International, Inc. (“Connect Air”) headquartered in Seattle, Washington. Connect Air is a leading North American specialty distributor of low-voltage wire and cable used in building applications, primarily HVAC (heating, ventilations and air-conditioning), security and fire alarm systems. Connect Air has six sales offices and warehouses across the assets of Trient Technologies Inc., a fabricator of flexible materials with one location in Woodville, WisconsinUnited States and is expected to generate annual revenues of approximately $9$30 million. Effective October 31, 2013, EIS acquired the assets of Tekra Corporation (“Tekra”), headquartered in New Berlin, Wisconsin. Tekra is an independent fabricator and coater of films and flexible materials with approximately $75 million in annual revenues.

Additionally, effective February 1, 2014, EIS acquired the assets of Electro-Wire, Inc. (“Electro-Wire”). Headquartered in Schaumburg, Illinois, Electro-Wire is a North American distributor and contract manufacturer of specialty wire and cable products with four locations in the U.S. and primarily serving the telecom and transit markets. Electro-Wire is expected to generate approximately $100 million in annual revenues.

Distribution System.    The Electrical/Electronic Materials Group provides distribution services to OEM’s, motor repair shops, specialty wire and cable users in market segments such as Telecom, Marine, Security and Industrial, as well as a broad variety of industrial assembly markets. EIS actively utilizes its e-commerce Internet site to present its products to customers while allowing these on-line visitors to conveniently purchase from a large product assortment.

Electrical and electronic, industrial assembly, and wire and cable products are distributed from warehouse locations in major user markets throughout the United States, as well as in Mexico, Canada, Puerto Rico, and the Dominican Republic. EIS has return privileges with some of its suppliers, which have protected the Company from inventory obsolescence.

Products.    The Electrical/Electronic Materials Group distributes a wide variety of products to customers from over 350 vendors.400 suppliers. These products include custom fabricated flexible materials that are used as components within a customer’s manufactured finished product in a variety of market segments. Among the products distributed and fabricated are such items as magnet wire, conductive materials, electrical wire and cable, insulating and shielding materials, assembly tools, test equipment, adhesives and chemicals, pressure sensitive tapes, solder, anti-static products, thermal management products and coated films. To meet the prompt delivery demands of its customers, this Group maintains large inventories. The majority of sales are on open account. Approximately 45%55% of 20132015 total Electrical/Electronic Materials Group purchases were made from 10 major suppliers.

Integrated Supply.    The Electrical/Electronic Materials Group’s integrated supply programs are a part of the marketing strategy, as a greater number of customers — especially national accounts — are given the opportunity to participate in this low-cost, high-service capability. The GroupEIS has developed AIMSAIMS™ (Advanced Inventory

7


Index to Financial Statements

Management Solutions System), a totally integrated, highly automated solution for inventory management. The Group’sEIS’ Integrated Supply offering also includes AIMS EASI, an electronic vending dispenser used to eliminate costly tool cribs, or in-house stores, at customer warehouse facilities.

Segment Data.    In the years ended December 31, 2013, 20122015 and 2011,2014, sales from the Company’s Electrical/Electronic Materials Group approximated 4%5% of the Company’s net sales.sales, as compared to 4% in 2013. For additional segment information, see Note 10 of Notes to Consolidated Financial Statements beginning on page F-1.

Competition.    The electrical and electronics distribution business is highly competitive. The Electrical/Electronic Materials Group competes with other distributors specializing in the distribution of electrical and electronic products, general line distributors and, to a lesser extent, manufacturers that sell directly to customers. EIS competes primarily on factors of price, product offerings, service and engineered solutions. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.”

 

ITEM 1A1A..RISK FACTORSFACTORS..

FORWARD-LOOKING STATEMENTS

Some statements in this report, as well as in other materials we file with the 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 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 in our forward-looking statements as a result of various important factors. Such factors include, but are not limited to, those discussed below.

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 Forms 10-Q, Form 8-K and other reports to the SEC.

Set forth below are the material risks and uncertainties that, if they were to occur, could materially and adversely affect our business or could cause our actual results to differ materially from the results contemplated by the forward-looking statements in this report and in the other public statements we make. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge

at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition, results of operations or the trading price of our securities.

Our business will be adversely affected if demand for our products slows.

Our business depends on customer demand for the products that we distribute. Demand for these products depends on many factors.

With respect to our automotive group, the primary factors are:

the number of miles vehicles are driven annually, as higher vehicle mileage increases the need for maintenance and repair;

the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the warranty or maintenance offered on new vehicles;

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;

8


Index to Financial Statements

gas prices, as increases in gas prices may deter consumers from using their vehicles;

changes in travel patterns, which may cause consumers to rely more on other transportation;

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

the economy generally, which in declining conditions may cause consumers to defer vehicle maintenance and repair and defer discretionary spending.

With respect to our industrial parts group, the primary factors are:

the level of industrial production and manufacturing capacity utilization, as these indices reflect the need for industrial replacement parts;

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;

the consolidation of certain of our manufacturing customers and the trend of manufacturing operations being moved overseas; and

the economy in general, which in declining conditions may cause reduced demand for industrial output.

With respect to our office products group, the primary factors are:

the increasing digitization of the workplace, as this impacts the need for certain office products;

the level of unemployment, especially as it relates to white collar and service jobs, as this impacts the need for office products; and

the economy in general, which in declining conditions may cause reduced demand for office products consumption.

With respect to our electrical/electronic materials group, the primary factors are:

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; and

the economy in general, which in declining conditions may cause reduced demand for industrial output.

Uncertainty and/or deterioration in general macro-economic conditions, including unemployment, inflation or deflation, high energy costs, uncertain credit markets, or other economic conditions, could have a negative impact on our business, financial condition, results of operations and cash flows.

Our business and operating results may in the future be adversely affected by uncertain global economic conditions, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices, volatile exchange rates, and other challenges that could affect the global economy. Both our commercial and retail customers may experience deterioration of their financial resources, which could result in existing or potential customers delaying or canceling plans to purchase our products. Our vendors could experience similar conditions, which could impact their ability to fulfill their obligations to us. Future weakness in the global economy could adversely affect our results of operations, financial condition and cash flows in future periods.

We depend on our relationships with our vendors, and a disruption of our vendor relationships or a disruption in our vendors’ operations could harm our business.

As a distributor of automotive parts, industrial parts, office products and electrical/electronic materials, our business depends on developing and maintaining close and productive relationships with our vendors. We depend

9


Index to Financial Statements

on our vendors to sell us quality products at favorable prices. Many factors outside our control, including, without limitation, raw material shortages, inadequate manufacturing capacity, labor disputes, transportation disruptions or weather conditions, could adversely affect our vendors’ ability to deliver to us quality merchandise at favorable prices in a timely manner. Furthermore, financial or operational difficulties with a particular vendor could cause that vendor to increase the cost of the products or decrease the quality of the products we purchase from it. Vendor consolidation could also limit the number of suppliers from which we may purchase products and could materially affect the prices we pay for these products. In our automotive business, the number of vendors could decrease considerably, and the prices charged to us by the remaining vendors could increase, to the extent that vehicle production slows due to a decline in consumer spending and, possibly, the failure of one or more of the large automobile manufacturers. We would suffer an adverse impact if our vendors limit or cancel the return privileges that currently protect us from inventory obsolescence.

We face substantial competition in the industries in which we do business.

The sale of automotive and industrial parts, office products and electrical materials is highly competitive and impacted by many factors, including name recognition, product availability, customer service, anticipating changing customer preferences, store location, and pricing pressures. Because we seek to offer competitive prices, if our competitors reduce their prices, we may be forced to reduce our prices, which could result in a material decline in our revenues and earnings. Increased competition among distributors of automotive and industrial parts, office products and electronic materials, including internet-related initiatives, could cause a material adverse effect on our results of operations. The Company anticipates no decline in competition in any of its four business segments in the foreseeable future.

In particular, the market for replacement automotive parts is highly competitive and subjects us to a wide variety of competitors. We compete primarily with national and regional auto parts chains, independently owned regional and local automotive parts and accessories stores, automobile dealers that supply manufacturer replacement parts and accessories, mass merchandisers and wholesale clubs that sell automotive products and regional and local full service automotive repair shops. Furthermore, the automotive aftermarket has experienced consolidation in recent years. Consolidation among our competitors could further enhance their financial position, provide them with the ability to provide more competitive prices to customers for whom we compete, and allow them to achieve increased efficiencies in their consolidated operations that enable them to more effectively compete for customers. If we are unable to continue to develop successful competitive strategies or if our competitors develop more effective strategies, we could lose customers and our sales and profits may decline.

We may not be able to successfully implement our business initiatives in each of our four business segments to grow our sales and earnings, which could adversely affect our business, financial condition, results of operations and cash flows.

We have implemented numerous initiatives in each of our four business segments to grow sales and earnings, including the introduction of new and expanded product lines, strategic acquisitions, geographic expansion (including through acquisitions), sales to new markets, enhanced customer marketing programs and a variety of gross margin and cost savings initiatives. If we are unable to implement these initiatives efficiently and effectively, or if these initiatives are unsuccessful, our business, financial condition, results of operations and cash flows could be adversely affected.

Successful implementation of these initiatives also depends on factors specific to the automotive parts industry and the other industries in which we operate and numerous other factors that may be beyond our control. In addition to the other risk factors contained in this “Item 1A. Risk Factors”, adverse changes in the following factors could undermine our business initiatives and have a material adverse affecteffect on our business, financial condition, results of operations and cash flows:

 

the competitive environment in our end markets may force us to reduce prices below our desired pricing level or to increase promotional spending;

 

our ability to anticipate changes in consumer preferences and to meet customers’ needs for our products in a timely manner;

 

10


Index to Financial Statements

our ability to successfully enter new markets, including by successfully identifying and acquiring suitable acquisition targets in these new markets;

 

our ability to effectively manage our costs;

 

our ability to continue to grow through acquisitions and successfully integrate acquired businesses in our existing operations;

our ability to identify and successfully implement appropriate technological improvements; and

 

the economy in general.

Our business will be adversely affected if demand for our products slows.

Our business depends on customer demand for the products that we distribute. Demand for these products depends on many factors.

With respect to our automotive group, the primary factors are:

the number of miles vehicles are driven annually, as higher vehicle mileage increases the need for maintenance and repair;

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;

the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the warranty or maintenance offered on new vehicles;

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;

gas prices, as increases in gas prices may deter consumers from using their vehicles;

changes in travel patterns, which may cause consumers to rely more on other transportation;

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

the economy generally, which in declining conditions may cause consumers to defer vehicle maintenance and repair and defer discretionary spending.

With respect to our industrial parts group, the primary factors are:

the level of industrial production and manufacturing capacity utilization, as these indices reflect the need for industrial replacement parts;

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;

the consolidation of certain of our manufacturing customers and the trend of manufacturing operations being moved overseas, which subsequently reduces demand for our products; and

the economy in general, which in declining conditions may cause reduced demand for industrial output.

With respect to our office products group, the primary factors are:

the increasing digitization of the workplace, as this negatively impacts the need for certain office products;

the level of unemployment, especially as it relates to white collar and service jobs, as high unemployment reduces the need for office products;

the level of office vacancy rates, as high vacancy rates reduces the need for office products; and

the economy in general, which in declining conditions may cause reduced demand for office products consumption.

With respect to our electrical/electronic materials group, the primary factors are:

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; and

the economy in general, which in declining conditions may cause reduced demand for industrial output.

Uncertainty and/or deterioration in general macro-economic conditions, including unemployment, inflation or deflation, changes in energy costs, uncertain credit markets, or other economic conditions, could have a negative impact on our business, financial condition, results of operations and cash flows.

Our business and operating results have been and may in the future be adversely affected by uncertain global economic conditions, including domestic outputs, employment rates, inflation or deflation, instability in credit markets, declining consumer and business confidence, fluctuating commodity prices, interest rates, volatile exchange rates, and other challenges that could affect the global economy. Both our commercial and retail customers may experience deterioration of their financial resources, which could result in existing or potential customers delaying or canceling plans to purchase our products. Our vendors could experience similar conditions, which could impact their ability to fulfill their obligations to us. Future weakness in the global economy could adversely affect our business, results of operations, financial condition and cash flows in future periods.

We face substantial competition in the industries in which we do business.

The sale of automotive and industrial parts, office products and electrical materials is highly competitive and impacted by many factors, including name recognition, product availability, customer service, changing customer preferences, store location, and pricing pressures. Because we seek to offer competitive prices, if our

competitors reduce their prices, we may be forced to reduce our prices, which could result in a material decline in our revenues and earnings. Increased competition among distributors of automotive and industrial parts, office products and electronic materials, including internet-related initiatives, could cause a material adverse effect on our results of operations. The Company anticipates no decline in competition in any of its four business segments in the foreseeable future.

In particular, the market for replacement automotive parts is highly competitive and subjects us to a wide variety of competitors. We compete primarily with national and regional auto parts chains, independently owned regional and local automotive parts and accessories stores, automobile dealers that supply manufacturer replacement parts and accessories, mass merchandisers and wholesale clubs that sell automotive products and regional and local full service automotive repair shops, both new and established.

Furthermore, both the automotive aftermarket and the office supply industry continue to experience consolidation. Consolidation among our competitors could further enhance their financial position, provide them with the ability to provide more competitive prices to customers for whom we compete, and allow them to achieve increased efficiencies in their consolidated operations that enable them to more effectively compete for customers. If we are unable to continue to develop successful competitive strategies or if our competitors develop more effective strategies, we could lose customers and our sales and profits may decline.

We depend on our relationships with our vendors, and a disruption of our vendor relationships or a disruption in our vendors’ operations could harm our business.

As a distributor of automotive parts, industrial parts, office products and electrical/electronic materials, our business depends on developing and maintaining close and productive relationships with our vendors. We depend on our vendors to sell us quality products at favorable prices. Many factors outside our control, including, without limitation, raw material shortages, inadequate manufacturing capacity, labor disputes, transportation disruptions or weather conditions, could adversely affect our vendors’ ability to deliver to us quality merchandise at favorable prices in a timely manner.

Furthermore, financial or operational difficulties with a particular vendor could cause that vendor to increase the cost of the products or decrease the quality of the products we purchase from it. Vendor consolidation could also limit the number of suppliers from which we may purchase products and could materially affect the prices we pay for these products. In our automotive business, the number of vendors could decrease considerably, and the prices charged to us by the remaining vendors could increase, to the extent that vehicle production slows due to a decline in consumer spending or other economic factor. In addition, we would suffer an adverse impact if our vendors limit or cancel the return privileges that currently protect us from inventory obsolescence.

If we experience a security breach, if our internal information systems fail to function properly or if we are unsuccessful in implementing, integrating or upgrading our information systems, our business operations could be materially affected.

We depend on information systems to process customer orders, manage inventory and accounts receivable collections, purchase products, manage accounts payable processes, ship products to customers on a timely basis, maintain cost effective operations, provide superior service to customers and accumulate financial results. Despite our implementation of security measures, our IT systems are vulnerable to damages from computer viruses, natural disasters, unauthorized physical or electronic access, power outages, computer system or network failures, cyber-attacks and other similar disruptions. Maintaining and operating these measures requires continuous investments, which the Company has made and will continue to make. A security breach could result in sensitive data being lost, manipulated or exposed to unauthorized persons or to the public.

A serious prolonged disruption of our information systems for any of the above reasons could materially impair fundamental business processes and increase expenses, decrease sales or otherwise reduce earnings. Furthermore, such a breach may harm our reputation and business prospects and subject us to legal claims if there is

loss, disclosure or misappropriation of or access to our customers’ information. As threats related to cyber security breaches develop and grow, we may also find it necessary to make further investments to protect our data and infrastructure.

Because we are involved in litigation from time to time and are subject to numerous laws and governmental regulations, we could incur substantial judgments, fines, legal fees and other costs.

We are sometimes the subject of complaints or litigation from customers, employees or other third parties for various actions. The damages sought against us in some of these litigation proceedings are substantial. Although we maintain liability insurance for some litigation claims, if one or more of the claims were to greatly exceed our insurance coverage limits or if our insurance policies do not cover a claim, this could have a material adverse affecteffect on our business, financial condition, results of operations and cash flows.

Additionally, we are subject to numerous federal, state and local laws and governmental regulations relating to taxes, environmental protection, product quality standards, building and zoning requirements, as well as employment law matters. If we fail to comply with existing or future laws or regulations, we may be subject to governmental or judicial fines or sanctions, while incurring substantial legal fees and costs. In addition, our capital expenses could increase due to remediation measures that may be required if we are found to be noncompliant with any existing or future laws or regulations.

We recognize the growing demand for business-to-business and business-to-customer e-commerce options, and we could lose business if we fail to provide the e-commerce options our customers wish to use.

Our success in e-commerce depends on our ability to accurately identify the products to make available through e-commerce platforms across our business segments, and to establish and maintain such platforms to provide the highest level of data security to our customers on and through the platforms our customers wish to use (including mobile) with rapidly changing technology in a highly competitive environment.

We are dependent on key personnel and the loss of one or more of those key personnel could harm our business.

Our future success significantly depends on the continued services and performance of our key management personnel. We believe our management team’s depth and breadth of experience in our industry is integral to executing our business plan. We also will need to continue to attract, motivate and retain other key personnel. The loss of services of members of our senior management team or other key employees, the inability to attract additional qualified personnel as needed or failure to plan for the succession of senior management and key personnel could have a material adverse effect on our business.

 

ITEM 1B1B..UNRESOLVED STAFF COMMENTSCOMMENTS..

Not applicable.

 

ITEM 22..PROPERTIESPROPERTIES..

The Company’s headquarters and Automotive Parts Group headquarters are located in two office buildings owned by the Company in Atlanta, Georgia.

The Company’s Automotive Parts Group currently operates 6259 NAPA Distribution Centers in the United States distributed among ten geographic divisions. Approximately 90% of the distribution center properties are owned by the Company. At December 31, 2013,2015, the Company operated approximately 1,100 NAPA AUTO PARTS stores located in 4645 states, and the Company owned either a noncontrolling or controlling interest in 114 additional auto parts stores in nine states. Other than NAPA AUTO PARTS stores located within Company owned distribution centers, the majority of the automotive parts stores in which the Company has an ownership interest are operated in leased facilities. In addition, NAPA Canada/UAP operates 12 distribution centers, one fabrication/remanufacturing facility and approximately 199193 automotive parts and Traction stores in Canada, excluding any joint ventures.Canada. In

Mexico, Auto Todo operates 11 distribution centers and eight automotive parts stores and tire centers, in Mexico.and NAPA Mexico operates one distribution center and eleven automotive parts stores. These operations in both Canada and Mexico are conducted in leased facilities. GPC Asia Pacific operates throughout Australia and New Zealand with eight distribution centers, 399417 Repco stores and 6180 branches associated with the Ashdown Ingram, Motospecs, McLeod and McLeodRDA Brakes operations. These distribution center, store and branch operations are conducted in leased facilities.

The Company’s Automotive Parts Group also operates four Balkamp distribution/distribution and redistribution centers, four Rayloc distribution facilities and twothree transfer and shipping facilities. Nearly all of the Balkamp and Rayloc operations are conducted in facilities owned by the Company. Altrom Canada operates 13 import parts distribution centers and branches, and Altrom America operates two import parts distribution centers. The Heavy Vehicle Parts Group operates one TW distribution center, which serves 2221 Traction stores of which 14 are company owned and located in the U.S. These operations are conducted in leased facilities.

The Company’s Industrial Parts Group, operating through Motion and Motion Canada, operates 15 distribution centers, 4246 service centers and 511533 branches. Approximately 90% of these brancheslocations are operated in leased facilities.

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Index to Financial Statements

The Company’s Office Products Group operates 3640 facilities in the United States and five facilities in Canada distributed among the Group’s five geographic divisions. Approximately 75% of these facilities are operated in leased buildings.

The Company’s Electrical/Electronic Materials Group operates in 4750 locations in the United States, one location in Puerto Rico, one location in the Dominican Republic, three locations in Mexico and one location in Canada. All of this Group’s 5356 facilities are operated in leased buildings.

We believe that our facilities on the whole are in good condition, are adequately insured, are fully utilized and are suitable and adequate for the conduct of our current operations.

For additional information regarding rental expense on leased properties, see Note 4 of Notes to Consolidated Financial Statements beginning on page F-1.

 

ITEM 33..LEGAL PROCEEDINGSPROCEEDINGS..

The Company is subject to various legal and governmental proceedings, many involving routine litigation incidental to the businesses, including approximately 3,0002,550 product liability lawsuits resulting from its national distribution of automotive parts and supplies. Many of these involve claims of personal injury allegedly resulting from the use of automotive parts distributed by the Company. While litigation of any type contains an element of uncertainty, the Company believes that its defense and ultimate resolution of pending and reasonably anticipated claims will continue to occur within the ordinary course of the Company’s business and that resolution of these claims will not have a material effect on the Company’s business, results of operations or financial condition.

 

ITEM 44..MINE SAFETY DISCLOSURES.

Not applicable.

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Index to Financial Statements

PART IIII..

 

ITEM 55..MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESSECURITIES..

Market Information Regarding Common Stock

The Company’s common stock is traded on the New York Stock Exchange under the ticker symbol “GPC”. The following table sets forth the high and low sales prices for the common stock per quarter as reported on the New York Stock Exchange and dividends per share of common stock paid during the last two fiscal years:

 

  Sales Price of Common Shares   Sales Price of Common Shares 
  2013   2012   2015   2014 
  High   Low   High   Low   High   Low   High   Low 

Quarter

                

First

  $78.12    $64.43    $66.43    $60.84    $108.07    $91.74    $90.00    $76.50  

Second

   84.27     71.87     66.50     55.58     94.74     89.17     89.05     83.43  

Third

   85.41     77.80     65.18     58.73     91.02     78.76     90.20     82.15  

Fourth

   84.89     76.26     66.90     59.53     92.32     79.77     109.00     84.99  

 

  Dividends
Declared per
Share
   Dividends
Declared per
Share
 
  2013   2012   2015   2014 

Quarter

        

First

  $0.5375    $0.4950    $0.6150    $0.5750  

Second

   0.5375     0.4950     0.6150     0.5750  

Third

   0.5375     0.4950     0.6150     0.5750  

Fourth

   0.5375     0.4950     0.6150     0.5750  

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Index to Financial Statements

Stock Performance Graph

Set forth below is a line graph comparing the yearly dollar change in the cumulative total shareholder return on the Company’s Common Stock against the cumulative total shareholder return of the Standard and Poor’s 500 Stock Index and a peer group composite index structured by the Company as set forth below for the five year period that commenced December 31, 20082010 and ended December 31, 2013.2015. This graph assumes that $100 was invested on December 31, 20082010 in Genuine Parts Company Common Stock, the S&P 500 Stock Index (the Company is a member of the S&P 500, and its cumulative total shareholder return went into calculating the S&P 500 results set forth in the graph) and the peer group composite index as set forth below and assumes reinvestment of all dividends.

Comparison of five year cumulative total shareholder return

 

Genuine Parts Company, S&P 500 Index and peer group composite index

 

Cumulative Total Shareholder Return
$ at Fiscal Year End
  2008   2009   2010   2011   2012   2013   2010   2011   2012   2013   2014   2015 

Genuine Parts Company

   100.00     105.22     147.87     182.23     195.48     263.01     100.00     123.27     132.23     177.90     233.78     193.71  

S&P 500

   100.00     126.46     145.50     148.58     172.35     228.17     100.00     102.11     118.45     156.81     178.28     180.74  

Peer Index

   100.00     142.97     207.35     199.05     227.70     321.78     100.00     95.67     108.60     155.29     161.38     150.26  

In constructing the peer group composite index (“Peer Index”) for use in the stock performance graph above, the Company used the shareholder returns of various publicly held companies (weighted in accordance with each company’s stock market capitalization at December 31, 20082010 and including reinvestment of dividends) that compete with the Company in three industry segments: automotive parts, industrial parts and office products (each group of companies included in the Peer Index as competing with the Company in a separate industry segment is hereinafter referred to as a “Peer Group”). Included in the automotive parts Peer Group are those companies making up the Dow Jones U.S. Auto Parts Index (the Company is a member of such industry group, and its individual shareholder return was included when calculating the Peer Index results set forth in the performance graph). Included in the industrial parts Peer Group are Applied Industrial Technologies, Inc. and Kaman Corporation and included in the office products Peer Group is United Stationers Inc.Essendant. The Peer Index does not break out a separate electrical/electronic peer group due to the fact that there is currently no true market comparative to EIS. The electrical/electronic component of sales is redistributed to the Company’s other segments on a pro rata basis to calculate the final Peer Index.

14


Index to Financial Statements

In determining the Peer Index, each Peer Group was weighted to reflect the Company’s annual net sales in each industry segment. Each industry segment of the Company comprised the following percentages of the Company’s net sales for the fiscal years shown:

 

Industry Segment

  2008 2009 2010 2011 2012 2013   2010 2011 2012 2013 2014 2015 

Automotive Parts

   48  52  50  49  49  53   50  49  49  53  53  52

Industrial Parts

   32  29  31  33  34  31   31  33  34  31  31  30

Office Products

   16  16  15  14  13  12   15  14  13  12  11  13

Electrical/Electronic Materials

   4  3  4  4  4  4   4  4  4  4  5  5

Holders

As of December 31, 2013,2015, there were 5,0714,816 holders of record of the Company’s common stock. The number of holders of record does not include beneficial owners of the common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

Issuer Purchases of Equity Securities

The following table provides information about the purchases of shares of the Company’s common stock during the three month period ended December 31, 2013:2015:

 

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
 

October 1, 2013 through October 31, 2013

   215,475    $78.66     214,400     11,065,142  

November 1, 2013 through November 30, 2013

   276,080    $80.71     220,547     10,844,595  

December 1, 2013 through December 31, 2013

   190,561    $81.31     176,216     10,668,379  

Totals

   682,116    $80.23     611,163     10,668,379  

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
 

October 1, 2015 through October 31, 2015

   14,932    $88.37     250     7,042,868  

November 1, 2015 through November 30, 2015

   298,349    $88.33     290,028     6,752,840  

December 1, 2015 through December 31, 2015

   519,400    $86.45     480,843     6,271,997  

Totals

   832,681    $87.16     771,121     6,271,997  

 

(1)Includes shares surrendered by employees to the Company to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock, the exercise of stock options and/or tax withholding obligations.

 

(2)On November 17, 2008, the Board of Directors announced that it had authorized the repurchase of 15 million shares. The authorization for this repurchase plan continues until all such shares have been repurchased or the repurchase plan is terminated by action of the Board of Directors. Approximately 10.76.3 million shares authorized in the 2008 plan remain available to be repurchased by the Company. There were no other publicly announced plans as of December 31, 2013.2015.

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Index to Financial Statements
ITEM 66..SELECTED FINANCIAL DATADATA..

The following table sets forth certain selected historical financial and operating data of the Company as of the dates and for the periods indicated. The following selected financial data are qualified by reference to, and should be read in conjunction with, the consolidated financial statements, related notes and other financial information beginning on page F-1, as well as in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report.

 

Year Ended December 31,

  2013   2012   2011   2010   2009   2015   2014   2013   2012   2011 
  (In thousands, except per share data)   (In thousands, except per share data) 

Net sales

  $14,077,843    $13,013,868    $12,458,877    $11,207,589    $10,057,512    $15,280,044    $15,341,647    $14,077,843    $13,013,868    $12,458,877  

Cost of goods sold

   9,857,923     9,235,777     8,852,837     7,954,645     7,047,750     10,724,192     10,747,886     9,857,923     9,235,777     8,852,837  

Operating and non-operating expenses, net

   3,175,616     2,759,159     2,715,234     2,491,161     2,365,597     3,432,171     3,476,022     3,175,616     2,759,159     2,715,234  

Income before taxes

   1,044,304     1,018,932     890,806     761,783     644,165     1,123,681     1,117,739     1,044,304     1,018,932     890,806  

Income taxes

   359,345     370,891     325,690     286,272     244,590     418,009     406,453     359,345     370,891     325,690  

Net income

  $684,959    $648,041    $565,116    $475,511    $399,575    $705,672    $711,286    $684,959    $648,041    $565,116  

Weighted average common shares outstanding during year — assuming dilution

   155,714     156,420     157,660     158,461     159,707     152,496     154,375     155,714     156,420     157,660  

Per common share:

                    

Diluted net income

  $4.40    $4.14    $3.58    $3.00    $2.50    $4.63    $4.61    $4.40    $4.14    $3.58  

Dividends declared

   2.15     1.98     1.80     1.64     1.60     2.46     2.30     2.15     1.98     1.80  

December 31 closing stock price

   83.19     63.58     61.20     51.34     37.96     85.89     106.57     83.19     63.58     61.20  

Total debt, less current maturities

   500,000     250,000     500,000     250,000     500,000     250,000     500,000     500,000     250,000     500,000  

Total equity

   3,358,768     3,008,179     2,753,591     2,763,486     2,590,144     3,159,242     3,312,364     3,358,768     3,008,179     2,753,591  

Total assets

  $7,680,297    $6,807,061    $6,202,774    $5,788,227    $5,327,872    $8,144,771    $8,246,238    $7,680,297    $6,807,061    $6,202,774  

 

ITEM 77..MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOPERATIONS..

OVERVIEW

Genuine Parts Company is a service organization engaged in the distribution of automotive parts, industrial parts, office products and electrical/electronic materials. We have a long tradition of growth dating back to 1928, the year we were founded in Atlanta, Georgia. In 2013, theThe Company conducted business in 2015 throughout the United States, Canada, Australia, New Zealand, Mexico and Puerto Rico from approximately 2,6002,650 locations.

We recorded consolidated net sales of $14.1$15.3 billion for the year ended December 31, 2013, an increase of 8%2015, down 0.4% compared to $13.0 billionsales in 2012.2014. Consolidated net income for the year ended December 31, 20132015 was $685$706 million, up 6%down 1% from $648$711 million in 2012.2014. Our revenue and earnings in 2015 reflect a 3% negative impact of currency translation and after adjusting for this factor, the Company produced an increase in both sales and net income. The Company’s internal growth initiatives, including the positive impact of acquisitions, as well as effective cost management, which we discuss further below, served to drivesupport our solid financial performanceunderlying progress for the year, despite the challengingyear.

The relatively unchanged sales results for 2015 compare to a 9% sales increase in 2014 and an 8% sales increase in 2013. Net income in 2014 increased by 4% and was up 6% in 2013. In 2014, improved market conditions that were experienced by our non-automotive business segments.

The 8%relative to the prior year drove sales and earnings growth in 2013 follows a 4.5% revenue increase in 2012 and an 11% increase in revenues in 2011. Our 6% increase in net income follows a 15% increase in net income in 2012 and a 19% increase in net income in 2011. In 2011, we experienced strong and steady growth in threeeach of our four business segments, as conditions in these industries improved significantly from the depressed levels associated with the recessionary period of 2009. These favorable conditions began to moderate following the first quarter of 2012, which created a more challenging sales environment over the balance of the year.segments. In 2013, we continued to experienceexperienced difficult market conditions in the Industrial, Electrical/Electronic and Office industries, while the Automotive business performed reasonably well. Over the three year period of 20112013 through 2013,2015, our financial performance was positively impacted by a variety of initiatives wethe Company implemented to grow sales and earnings in each ofacross our four

16


Index to Financial Statements

businesses. Examples of such initiatives include strategic acquisitions, the introduction of

new and expanded product lines, geographic expansion, sales to new markets, enhanced customer marketing programs and a variety of gross margin and cost savings initiatives. We discuss these initiatives further below.

With regard to the December 31, 20132015 consolidated balance sheet, the Company’s cash balance of $197$212 million was down fromcompares to cash of $403$138 million at December 31, 2012, due primarily to recent acquisitions in our Automotive, Industrial and Electrical/Electronic business segments during 2013, which are discussed further under Liquidity and Capital Resources.2014. The Company continues to maintain a strong cash position, supported by the increase inrelatively steady net income and ongoing working capitaleffective asset management in 2013.2015. Accounts receivable increaseddecreased by approximately 12%3%, which is less than ourcompares to an approximate 4% sales increasedecrease in the fourth quarter of the year, and inventory was updown by approximately 13%, or approximately 1% before the impact of acquisitions.. Accounts payable increased $588$267 million or 35%10% from the prior year. The significant increase in this line item isyear, due primarily to improved payment terms with certain suppliers. Additionally, accounts payable associated with acquisitions accounted for approximately 10% of the increase. Total debt outstanding at December 31, 20132015 was $765$625 million, an increasedown from total debt of $265 million from $500 million$765 at December 31, 2012.2014.

RESULTS OF OPERATIONS

Our results of operations are summarized below for the three years ended December 31, 2013, 20122015, 2014 and 2011.2013.

 

   Year Ended December 31, 
   2013   2012   2011 
   (In thousands except per share data) 

Net Sales

  $14,077,843    $13,013,868    $12,458,877  

Gross Profit

   4,219,920     3,778,091     3,606,040  

Net Income

   684,959     648,041     565,116  

Diluted Earnings Per Share

   4.40     4.14     3.58  
   Year Ended December 31, 
   2015   2014   2013 
   (In thousands except per share data) 

Net sales

  $15,280,044    $15,341,647    $14,077,843  

Gross profit

   4,555,852     4,593,761     4,219,920  

Net income

   705,672     711,286     684,959  

Diluted earnings per share

   4.63     4.61     4.40  

Net Sales

Consolidated net sales for the year ended December 31, 20132015 totaled $14.1$15.3 billion, an 8%down slightly from 2014. 2015 net sales included a 1.5% increase in sales volume and a 1% contribution from 2012 drivenacquisitions, offset by an 18.5% increaseapproximate 3% negative impact of currency. The impact of product inflation varied by business in 2015 and, cumulatively, prices were down 0.2% in the Automotive segment, that was offset by a 1% sales decrease in our non-automotive businesses. Acquisitions, primarily in Automotive, but alsoup approximately 0.9% in the Industrial segment, up approximately 0.6% in the Office segment and down approximately 1.7% in the Electrical/Electronic segment. The Company is well positioned with strategic plans in place to grow sales in 2016.

Consolidated net sales for the year ended December 31, 2014 totaled $15.3 billion, a 9% increase from 2013 and driven by revenue growth in each of our four business segments. The increase in sales volume and acquisitions across our four businesses each contributed 7%5% to our total sales growth, and increasedwhile currency negatively impacted total sales volume accounted for the remainingby 1%. The impact of product inflation varied by business again in 20132014 and, cumulatively, prices were flat in the Automotive segment, up approximately 1% in the Industrial and Electrical/Electronic segments and up approximately 0.5% in the Office segment. The Company is well positioned to improve sales in 2014.

Consolidated net sales for the year ended December 31, 2012 totaled $13.0 billion, a 4.5% increase from 2011 and driven by sales increases in three of our four business segments. Acquisitions in our Automotive and Electrical businesses contributed 2% to our sales growth and increased sales volume added approximately 2% to sales. The impact of product inflation varied by business, as, cumulatively, prices in 2012 were flat in the Automotive segment, up approximately 2%1.5% in the Industrial segment, flatup approximately 1.4% in the Electrical/ElectronicOffice segment and up approximately 3%0.3% in the OfficeElectrical/Electronic segment.

Automotive Group

Net sales for the Automotive Group (“Automotive”) were $7.5$8.0 billion in 2013, an increase of 18.5%2015, a 1% decrease from 2012.2014. The increasedecrease in sales for the year was primarily due to the April 1, 2013 acquisitionconsists of GPC Asia Pacific, formerly Exego, and the May 1, 2012 acquisition of Quaker City Motor Parts Co. (“Quaker City”). Combined, these acquisitions contributed approximately 15% to sales. Additionally, Automotive achieved a positive comparable storecore sales increase of approximately 3.5% and a slight benefit from acquisitions. Combined, the approximate 4%, growth was offset slightly by the 0.5%a 5% negative impact of currency associated with our Canadian business.automotive businesses in Canada, Australasia and Mexico. Automotive sales were not materially impacted by product inflation or the effect of currency associated with our Mexican businesses.inflation. In 2013,2015, Automotive revenues were up 3%flat in the first quarter, then up 22%and second quarters and down 2% in the secondthird and third quarters and up 25% in the fourth quarter.quarters. We believe that the

17


Index to Financial Statements

underlying fundamentals in the automotive aftermarket, including the overall agingnumber and age of the vehicle population as well as the positive increase in miles driven, remain solid and will serve to drive increasedsustained demand for automotive aftermarket maintenance and supply items in 2014. Based on2016. Despite the expectation for continued headwinds associated with the strong U.S. dollar and related impact of currency, we expect these fundamentals and the internal growth initiatives in our Automotive business we expect to grow ourdrive sales growth for this group again in 2014.2016.

Net sales for Automotive were $6.3$8.1 billion in 2012,2014, an increase of 4%8% from 2011.2013. The increase in sales for the year was primarily due to the May 1, 2012 acquisitionconsists of Quaker City, which contributed approximately 3% to sales. Additionally, Automotive achieved a positive comparable store sales increase of slightly more than 1%.approximately 6% and approximately 4% from

acquisitions. These increases were offset by a 2% negative impact of currency associated with our automotive businesses in Canada, Australasia and Mexico. Automotive sales were not materially impacted by product inflation or the effect of currency associated with our Canadian and Mexican businesses.inflation. In 2012,2014, Automotive revenues were up 6%23% in the first quarter, thenup 5% in the second quarter and up 4% in the secondthird and fourth quarters. The first quarter up 2.5% insales increase includes the third quarter and up 5% inimpact of the fourth quarter.GPC Asia Pacific acquisition, which was anniversaried on April 1, 2014.

Industrial Group

Net sales for Motion Industries, our Industrial Group (“Industrial”), were $4.4$4.6 billion in 2013, down slightly compared to 2012.2015, a 3% decrease from 2014. Sales volumes in this businessIndustrial were down approximately 4% from the prior year, while a 1% negative impact of currency associated with our Canadian and Mexican operations also contributed to the decline in sales. These items were partially offset by higher transaction values associated with product inflation, which added an approximate 1% to sales, and 1% in sales from acquisitions. Industrial revenues were up 3% in the first quarter of 2015, down 2% in the second quarter, down 4% in the third quarter and down 7.5% in the fourth quarter. The manufacturing indices we track in this group progressively weakened throughout 2015, which correlates to lower demand among our customer base and, in particular, those customers dependent on exports as well as the oil and gas sector. We expect the tough industrial economy to persist well into 2016, although we do have multiple initiatives in place to help us grow our market share and overcome these challenges.

Net sales for Industrial were $4.8 billion in 2014, an increase of 8% from 2013. Sales volumes in Industrial were up approximately 4.5% from the prior year, while higher transaction values associated with product inflation added 1%1.5% and acquisitions contributed approximately 3% to sales in 2013. The slight positive impact on sales from acquisitions was2014. These items were offset by the slighta 1% negative impact of currency associated with our Canadian business. Industrial revenues were down 2%up 4% in the first quarter of 2013 , down 1%2014, up 7% in the second quarter down 2.5% in the third quarter and up 3% in the fourth quarter. We expect the recent acquisitions for this business segment, as well as other internal growth initiatives and relatively stable manufacturing indicators, to provide us ample growth opportunities for our Industrial business in 2014.

Net sales for Industrial, were $4.5 billion in 2012, an increase of 7% compared to 2011. The positive impact of Industrial’s internal sales initiatives, which drove higher sales volume, contributed 5% to sales. Higher transaction values in 2012 associated with product inflation added another 2% to sales. There was no material impact on sales from acquisitions and no effect of currency associated with our Canadian business. Industrial revenues were up 12% in the first quarter of 2012, up 8% in the second quarter, then up 4.5% and 2%10% in the third and fourth quarters, respectively.quarters.

Office Group

Net sales for S. P. Richards, our Office Products Group (“Office”), were $1.6$1.9 billion in 2013, a 3% decrease2015, an increase of 7.5% from 2014. The increase in sales from 2012. The industry-wide weaknessreflects an approximate 4% increase in office products consumption, driven by the ongoing elevated levels of white collar unemployment and the declining demand for paper and paper-based office products due to workplace digitization, continues to pressure this segment, and we do not expect any meaningful improvement in these conditions in the near future. Overall, sales volume, a 0.6% increase in Office declined by approximately 3.5% for the year, offset by the benefit of slightly higher transaction values associated with price inflation and a 3% contribution from acquisitions. These items were offset by an approximate 0.5% negative impact of 0.5%.currency associated with our Canadian operations. In 2015, Office experienced relatively stable industry conditions, as evidenced by the steady growth in new jobs throughout the year. These conditions combined with new business from a primary customer, which anniversaried on July 1, 2015, served to drive the increase in sales volume for the year. Sales decreased by 1%were up 17% in the first quarter, up 14% in the second quarter, up 3% in the secondthird quarter and third quarters and 4%down 2% in the fourth quarter of 2013. Our2015. We will continue to focus in 2014 will be on market shareour growth initiatives, product line extensions and furtherincluding the ongoing diversification of our product and customer portfolios.portfolios, market share gains and acquisitions to further improve the Office business in 2016.

Net sales for Office were $1.7$1.8 billion in 2012, flat with revenues2014, an increase of 10% from 2013. The increase in 2011. Overall,sales reflects a 4% increase in sales volume, a 1.4% increase in Office declined by 3% for the year, offset by higher transaction values associated with price inflation and a 5% contribution from acquisitions. These items were offset by the slight negative impact of approximately 3%.currency associated with our Canadian operations. In 2014, Office experienced improving industry conditions, as evidenced by consistently stronger new jobs reports relative to 2013 as well as a strengthening U.S. GDP. These conditions combined with new business with a primary customer, effective July 1, 2014, served to drive the increased sales volume for the year. Sales decreased by 1%were unchanged in the first quarter, up 4% in the second quarter, up 15% in the third quarter and third quarters, and were up 3%22% in the fourth quarter of 2012.2014.

Electrical/Electronic Group

Net sales for EIS, our Electrical and Electronic Group (“Electrical/Electronic”), decreased to $569were $751 million in 2013, down 2%2015, an increase of 1.5% from 2012.2014. The decreaseincrease in revenues is attributable to several factors, as sales volume was down byconsists of a 5% and copper pricing negatively impacted sales by 1% relative to 2012. These items were partiallycontribution from acquisitions, offset by a 3% positive sales contribution1.7% headwind from acquisitions and the benefit of higherlower transaction values associated with price deflation, a 1% price inflation for the year.negative sales impact of copper pricing and a 1% decrease in sales volume. Sales for Electrical/Electronic decreasedincreased by 5%1% in the first quarter, 4% in the second quarter, and 5%2% in the third quarter and were up 6%unchanged in the fourth quarter. Despite quarter, relative to

the slowprior year periods. As this business is dependent on the manufacturing segment of the economy, we expect to face challenging end market conditions for at least the first half of 2016. To offset the challenges, we have initiatives in place to generate growth for this segment in 2013, we expect the Electrical/Electronic business to benefit from its internal growth initiatives, a gradually improving manufacturing environment and the incremental revenue from their recently completed acquisitions in the periods ahead.business.

18


Index to Financial Statements

Net sales for Electrical/Electronic increased to $583were $739 million in 2012, up 4.5%2014, an increase of 30% from 2011.2013. The increase in revenues is due primarily to acquisitions, which contributed approximately 8% to our sales growth in 2012. A 2.5% decreaseconsists of an increase in sales volume of approximately 1% and a 1% negative impact29% sales contribution from copper pricingacquisitions. The benefit of higher transaction values associated with slight price inflation for the year served towas offset this increase.by the negative sales impact of copper pricing. Sales for Electrical/Electronic increased by 5%30% in the first quarter, and were up 9%32% in the second quarter, up 5%35% in the third quarter and were down 2%23% in the fourth quarter.

Cost of Goods Sold

The Company includes in Costcost of goods sold the actual cost of merchandise, which represents the vast majority of this line item. Other costsitems in Costcost of goods sold include warranty costs and in-bound freight from the supplier, net of any vendor allowances and incentives. Cost of goods sold was $9.9 billion, $9.2 billion and $8.9$10.72 billion in 2013, 20122015, $10.75 billion in 2014 and 2011, respectively. The 7% increase$9.86 billion in cost2013. Cost of goods sold in 20132015 and 2014 changed from 2012 is directlythe prior year periods in accordance with the related to thepercentage change in sales increase for the same period, asperiods. For these periods, product inflation was relatively insignificant and actual costs were relatively unchanged from the prior year. Cost of goods sold represented 70.2% of net sales in 2015, 70.1% of net sales in 2014 and 70.0% of net sales in 2013 71.0 % of net sales in 2012 and, 71.1% of net sales in 2011. The 100 basis point decrease in cost of goods sold as a percent of net sales, increased slightly in 2013 primarily reflects the positive gross margin impact of the 100% company owned store model at GPC Asia Pacific. Other changes2015 from 2014 and also in cost of goods sold, including the slight decrease in 20122014 from 2011, reflect our gross margin initiatives to enhance our pricing strategies, promote and sell higher margin products and minimize material acquisition costs.2013.

In 2015, 2014 and 2013, the Industrial Electrical/Electronic and Office business segments experienced slight vendor price increases. In 2012, only2014 and 2013, the Industrial and OfficeElectrical/Electronic business segmentsalso experienced vendor price increases. In 2011, all four of our business segments experiencedslight vendor price increases. In any year where we experience price increases, we are able to work with our customers to pass most of these along to them.

Operating Expenses

The Company includes in Selling,selling, administrative and other expenses (“SG&A”), all personnel and personnel relatedpersonnel-related costs at its headquarters, distribution centers, stores and stores,branches, which accounts for approximately 65% of total SG&A. Additional costs in SG&A include our facilities, delivery, marketing, advertising, legal and professional costs.

SG&A increasedof $3.28 billion in 2015 decreased by $371$37 million or approximately 14%1% from 2014. This represents 21.4% of net sales, and compares favorably to $3.021.6% of net sales in 2014. The decrease in SG&A expenses as a percentage of net sales from the prior year reflect the positive impact of our cost control measures and our management teams’ focus on properly managing the Company’s expenses. We also continue to assess the optimal cost structure in our businesses. Depreciation and amortization expense was $142 million in 2015, a decrease of approximately $6 million or 4% from 2014. The provision for doubtful accounts was $12 million in 2015, up from $7 million in 2014. We believe the Company is adequately reserved for bad debts at December 31, 2015.

SG&A increased by $286 million or approximately 9% to $3.31 billion in 2013,2014, representing 21.4%21.6% of net sales, which compares to 20.4%21.5% of net sales in 2012. Primarily, the2013. The increase in SG&A expenses as a percentage of net sales from the prior year is due toprimarily reflects the 100% company owned store model at GPC Asia Pacific, which serves to increase both gross profit and SG&A expenses. Additionally, we experienced decreased expense leverage in 2013 associated with the weak sales environment in our non-automotive businesses throughout the year. These items were partially offset by a $54 million one-time gain, net of other expense adjustments, recorded to SG&A in the second quarter of 2013 as a purchase accounting adjustment associated with the April 1, 2013 acquisition of GPC Asia Pacific. Our management teams remain focused on properly managing the Company’s expenses and continuing to assess the appropriate cost structure in our businesses. Depreciation and amortization expense was $134$148 million in 2013,2014, an increase of $36$14 million or 36%11% from 2012.2013. This increase primarily relates to thehigher depreciation for higher levels of capital expenditures and the amortization associated with acquisitions during the year.in both 2014 and 2013. The provision for doubtful accounts was $7 million in 2014, down from $9 million in 2013, an increase from $8 million in 2012. We believe the Company is adequately reserved for bad debts at December 31, 2013.

SG&A increased by $54 million or approximately 2% to $2.6 billion in 2012, representing 20.4% of net sales and down from 20.8% of net sales in 2011. SG&A expenses as a percentage of net sales improved from the prior year due to slightly greater expense leverage associated with our sales growth, combined with management’s ongoing cost control measures in areas such as personnel, freight, fleet and logistics. Excluding acquisitions, the Company’s headcount at December 31, 2012 decreased by approximately 1% from 2011. These expense initiatives have served to further improve the Company’s cost structure. Depreciation and amortization expense was $98 million in 2012, an increase of $9 million or 11% from 2011. This increase primarily relates to the amortization associated with acquisitions during the year. The provision for doubtful accounts was $8 million in 2012, down $5 million or 40% from $13 million in 2011.

19


Index to Financial Statements

Total share-based compensation expense for the years ended December 31, 2015, 2014 and 2013 2012 and 2011 was $12.6$17.7 million, $10.7$16.2 million and $7.5$12.6 million, respectively. Refer to Note 5 of the Consolidated Financial Statements for further information regarding share-based compensation.

Non-Operating Expenses and Income

Non-operating expenses consist primarily of interest. Interest expense was $27$22 million in 2013, $202015, $25 million in 20122014 and $27 million in 2011.2013. The $7$3 million increasedecrease in interest expense in 2013 is due to higher2015 reflects the impact of lower outstanding debt levels incurred forduring the GPC Asia Pacific acquisition. In November 2013, the Company renewed certain debt at a favorable interest rate and although the renewal did not materially reduceyear relative to 2014. The $2 million decrease in interest expense in 2013,2014 reflects the new interest rate will save approximately $4 million in annual interest expense beginning in 2014. In 2012, the Company benefited from an improvedfavorable interest rate on certain long-term debt, effectivewhich was renewed in November 2011, which reduced interest expense by $7 million from the prior year.2013.

In “Other”, the net benefit of interest income, equity method investment income, investment dividends and noncontrolling interests in 20132015 was $13$21 million, a $2 million increase from the prior year due to higher interest income earned in 2015 relative to 2014. These items were $19 million in 2014, down from $22 million in 2013. The decrease of $3 million from 2012. These items had increasedthe prior year was due to $16 millionlower interest income earned in 2012, up approximately $8 million from 2011. This increase reflects the Company’s equity income recorded in 2012 for its 30% investment interest in GPC Asia Pacific.2014 relative to 2013.

Income Before Income Taxes

Income before income taxes was $1.0$1.1 billion in 2013, an2015, a slight increase of 2.5% from 2012.2014. As a percentage of net sales, income before income taxes was 7.4% in 20132015 compared to 7.8%7.3% in 2012.2014. In 2012,2014, income before income taxes of $1.0$1.1 billion was up 14%7% from $891 million in 20112013 and as a percentage of net sales was 7.8%, an increase from 7.1%7.3% compared to 7.4% in 2011.2013.

Automotive Group

Automotive income before income taxes as a percentage of net sales, which we refer to as operating margin, was steady with the prior year at 8.6%. The changesincreased to 9.1% in 2015 from 8.7% in 2014. This group’s initiatives to improve its gross profitmargin and operatingeffectively manage its costs as a percentage of net sales, which related primarily to the acquisition of GPC Asia Pacific, were relatively neutral topositively impacted Automotive’s operating profit during the year. Looking forward, Automotive’splanned initiatives to grow sales and control costs are intended to further improve its operating margin in the years ahead.

Automotive’s operating margin increased toof 8.7% in 2014 was up slightly from 8.6% in 2012 from 7.7% in 2011.2013. The improvementchange in operating margin for 2012 is attributed primarily to effective cost controls and cost reductions implementedcosts as a percentage of net sales positively impacted operating profit during the year. A slight increase in gross margin also positively impacted the operating margin.

Industrial Group

Industrial’s operating margin decreased to 7.3% in 2015 from 7.8% in 2014, as the decline in sales for the year resulted in lower volume incentives, which pressured gross margins, and reduced expense leverage relative to 2014. The challenging market conditions for this business are expected to persist well into 2016. However, Industrial has multiple initiatives in place to help us overcome these challenges.

Industrial’s operating margin improved to 7.8% in 2014 from 7.2% in 2013, from 7.9% in 2012. The decrease in operating margin in 2013 is due toas the combination of reducedgreater expense leverage associated with the slight decreaseincrease in sales relativeand generally improving gross margins, primarily related to the prior year and the declineincrease in volume incentives, for the year. These items were partially offset by effective cost control measures. Industrial has made several recent acquisitions which will positively impact this segment and will continue to focus on its many sales initiatives and cost controls to further improve itsimpacted operating marginprofit in the years ahead.

Industrial’s operating margin decreased to 7.9% in 2012 from 8.1% in 2011. The decrease in operating margin in 2012 is due to the combination of reduced expense leverage associated with slower sales growth relative to the prior year and the decline in volume incentives for the year. These items were partially offset by effective cost control measures.2014.

Office Group

Office’s operating margin decreased slightly to 7.5%7.3% in 20132015 from 8.0%7.4% in 2012,2014, primarily related to the reduceddeleveraging of expenses due to slower sales growth in the last half of the year. Office will continue to focus on its sales initiatives and cost control measures in 2016.

Office’s operating margin decreased to 7.4% in 2014, down from 7.5% in 2013, primarily related to the lower operating margin generated by new business with a large primary customer. This was partially offset by greater expense leverage associated withdriven by this group’s overall sales increase in 2014.

Electrical/Electronic Group

Electrical/Electronic’s operating margin increased to 9.3% in 2015 from 8.8% in 2014, as higher margin acquisitions, declining copper prices and effective cost management positively impacted the decrease in salesoperating margins for this segment relative to 2012. Previously, the operating margin at Office was relatively steady over the last few years, at 8.0% in 2012 and 7.9% in 2011. In each of these

20


Index to Financial Statements

periods, the cost savings measures in the Office segment were somewhat offset by the ongoing gross margin pressures associated with the slow demand for office products across the industry. Officegroup. Electrical/Electronic will continue to focus on its sales initiatives and cost controls to further improve its operating margin in the years ahead.

Electrical/Electronic Group

Electrical/Electronic’s operating margin decreased to 8.4% in 2013 from 8.7% in 2012. The slight decline in operating margin is primarily due loss of expense leverage associated with the sales decrease for this segment in 2013 relative to 2012. Electrical/Electronic will continue to focus on its sales initiatives and cost controls to improve its operating margin in the years ahead.2016.

Electrical/Electronic’s operating margin increased to 8.7%8.8% in 20122014 from 7.3%8.4% in 2011. The increase in operating margin in 2012 is2013, primarily due to the positive impact of effective cost management as well as an improved gross margin. The improvement in gross margin reflects several factors, including higher margin businessgreater expense leverage associated with recent acquisitions, and the decreasethis group’s sales increase in copper prices during the year, which generally do not affect profit dollars, but positively impact margins, as the standard industry practice is to bill copper to the customer at cost.2014.

Income Taxes

The effective income tax rate of 34.4%37.2% in 2013 was down2015 increased from 36.4% in 2012.2014. The decreaseincrease in rate primarily reflects the Company’s higher mix of U.S. earnings in 2015, which is taxed at a higher rate relative to our foreign operations. To a lesser extent, the less favorable impact of a lower Australianretirement asset valuation adjustment in 2015 relative to 2014 impacted the increase in rate.

The income tax rate appliedof 36.4% in 2014 increased from 34.4% in 2013. The increase in rate is primarily due to the pre-tax earnings of GPC Asia Pacific, as well as the favorable tax rate applied to the one-time gain associated with the GPC Asia Pacific acquisition gain recorded in 2013. Additionally, the second quarter of 2013. The income tax rate of 36.4% in 2012 was down slightly from 36.6% in 2011, primarily due to the favorable impact of aCompany’s retirement asset valuation adjustment was less favorable in 20122014 relative to 2011.2013. The higher mix of U.S. earnings, taxed at a higher rate relative to our foreign operations, also contributed to the increase in the 2014 tax rate.

Net Income

Net income was $685$706 million in 2013, an increase2015, a decrease of 6%1% from $648$711 million in 2012.2014. On a per share diluted basis, net income was $4.63 in 2015, up slightly compared to $4.61 in 2014. Net income was 4.6% of net sales in 2015 and 2014.

Net income was $711 million in 2014, an increase of 4% from $685 million in 2013. On a per share diluted basis, net income was $4.61 in 2014 compared to $4.40 in 2013, compared to $4.14 in 2012, up 6%5%. Net income in 20132014 was 4.9%4.6% of net sales compared to 5.0%4.9% of net sales in 2012.2013.

In connection with the acquisition of GPC Asia Pacific, the Company recorded one-time positive purchase accounting adjustments of $33 million or $0.21 per diluted share in 2013.

Net Before the impact of these adjustments, net income in 2014 was $648 million in 2012, an increase of 15%up 9% from $565 million in 2011. On2013, and on a per share diluted basis, net income was $4.14 in 2012 compared to $3.58 in 2011, up 16%. Net income in 2012 was 5.0% of net sales compared to 4.5% of net sales in 2011.

In December 2012, the Company’s U.S. Defined Benefit Plan was amended to reflect a hard freeze as of December 31,10% from 2013. The Company recorded a one-time noncash curtailment gain of $23.5 million or $0.10 per diluted share in the fourth quarter of 2012 in connection with this amendment.

FINANCIAL CONDITION

Our cash balance of $197$212 million at December 31, 2013 reflects a decrease of 51% compared2015 compares to our cash balance of $403$138 million at December 31, 2012. In 2013, record levels of cash from operations provided by the increase in net income and ongoing working capital management was offset by approximately $712 million used for the acquisition of businesses and other investing activities.2014, as discussed further below. The Company’s accounts receivable balance at December 31, 2013 increased2015 decreased by approximately 12%3% from the prior year, which is less thanyear. This compares to the Company’s 13%4% sales increasedecrease for the fourth quarter of 2013.2015, and we are satisfied with the quality and collectability of our accounts receivable. Inventory at December 31, 2013 was up by approximately 13% from December 31, 2012, which is primarily attributable to acquisitions. Excluding acquisitions, inventory was up2015 decreased by approximately 1% from the prior year. AccountsDecember 31, 2014 and accounts payable increased $588$267 million or approximately 35%10% from December 31, 20122014 due primarily to improved payment terms with certain suppliers and the impact of the GPC Asia Pacific acquisition. Goodwill and other intangible assets increased by $492 million and $300, respectively, from December 31, 2012 due to the Company’s acquisitions during the year, primarily GPC Asia Pacific. The change in our December 31, 2013 balances for deferred tax assets, down $182 million, and pension

21


Index to Financial Statements

and other post-retirement benefits liabilities, down $433 million, from December 31, 2012, is primarily due to a change in funded status of the Company’s pension plans in 2013. Finally, the change in our December 31, 2013 balance for other assets, down $241 million or 38%, is primarily due to the purchase of the remaining 70% interest in GPC Asia Pacific in 2013. Previously, the Company accounted for the 30% investment under the equity method of accounting, which was included in other assets in 2012.suppliers.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s sources of capital consist primarily of cash flows from operations, supplemented as necessary by private issuances of debt and bank borrowings. We have $765$625 million of total debt outstanding at December 31, 2013,2015, of which $250 million matures in November 2016 and $250 million matures in December 2023. In addition, the Company entered into a Syndicated Facility Agreement (the “Syndicated Facility”) for $850 million in September 2012, which replaced the $350 millionhas an unsecured revolving line of credit that was scheduled to mature in December 2012.with a consortium of financial institutions for $1.2 billion, of which approximately $125 million and $265 million waswere outstanding under the Syndicated Facility or line of credit at December 31, 20132015 and no amount was outstanding at December 31, 2012.2014, respectively. Currently, we believe that our cash on hand and available short-term and long-term sources of capital are sufficient to fund the Company’s operations, including working capital requirements, scheduled debt payments, interest payments, capital expenditures, benefit plan contributions, income tax obligations, dividends, share repurchases and contemplated acquisitions.

The ratio of current assets to current liabilities was 1.4 to 1 at December 31, 2015 and 1.6 to 1 at December 31, 2013 and this compares to 1.9 to 1 at December 31, 2012.2014. Our liquidity position remains solid. The Company’s total debt outstanding at December 31, 20132015 is up $265down $140 million or 53%18% from December 31, 2012 and primarily relates to the incremental borrowings utilized for the GPC Asia Pacific acquisition.2014.

Sources and Uses of Net Cash

A summary of the Company’s consolidated statements of cash flows is as follows:

 

  Year Ended December 31, Percent Change   Year Ended December 31, Percent Change 

Net Cash Provided by (Used in):

  2013 2012 2011 2013 vs. 2012 2012 vs. 2011   2015 2014 2013 2015 vs. 2014 2014 vs. 2013 
  (In thousands)       (In thousands)     

Operating Activities

  $1,056,731   $906,438   $624,927    17  45  $1,159,373   $790,145   $1,056,731    47  (25)% 

Investing Activities

   (825,579  (651,867  (231,497  27  182   (263,627  (386,715  (825,579  (32)%   (53)% 

Financing Activities

   (425,117  (378,834  (394,140  12  (4)%    (806,074  (455,440  (425,117  77  7

Net Cash Provided by Operating Activities:

The Company continues to generate cash and in 20132015 net cash provided by operating activities totaled $1.1$1.2 billion. This reflects a 17%47% increase from 20122014, as collectively, trade accounts receivable, merchandise inventories and trade accounts payable net to a $278 million source of cashthe collective change in 2013 compared to a $208 million source of cash in 2012. Additionally, net income and depreciation and amortization in 2013 increased by $37 million and $36 million, respectively, from 2012. Net cash provided by operating activities was $906 million in 2012, a 45% increase from 2011, as, collectively, trade accounts receivable, merchandise inventories and trade accounts payable represented a $208$312 million source of cash in 20122015 compared to a $19$34 million use of cash in 2011. Additionally,2014. Net cash provided by operating activities was $790 million in 2014, a 25% decrease from 2013 due primarily to the change in trade accounts receivable, merchandise inventories and trade accounts payable, which, collectively, net to a $34 million use of cash in 2014 compared to a $278 million source of cash in 2013. This decline was partially offset by the increase in net income and depreciation and amortization of $26 million and $14 million, respectively, in 2012 increased by $83 million.2014.

Net Cash Used in Investing Activities:

Net cash flow used in investing activities was $826$264 million in 20132015 compared to $652$387 million in 2012, an increase2014, a decrease of 27%32%. Cash used for acquisitions of businesses and other investing activities in 20132015 was $712$163 million, as previously discussed, or $154$125 million greaterless than in 2012.2014. Capital expenditures of $124$110 million in 2013 increased by $22 million or 22%2015 were relatively unchanged from 2012, but2014, and were withinslightly lower than our original estimate of $115$125 to $135$145 million and wefor the year. We estimate that cash used for capital expenditures in 20142016 will be approximately $140 to $160 million. Net cash flow used in investing activities was $652$387 million in 20122014 compared to $231$826 million in 2011, an increase2013, a decrease of 182%53%.

22


Index to Financial Statements

Cash used for acquisitions of businesses and other investing activities in 20122014 was $558$288 million, as previously discussed, or $421$424 million greaterless than in 2011.2013. Capital expenditures of $102$108 million in 20122014 decreased by $16 million or 13% from 2013, and were relatively consistent with 2011.slightly lower than our estimate of $120 to $130 million for the year.

Net Cash Used in Financing Activities:

The Company used $425$806 million of cash in financing activities in 2013,2015, up 12%77% from the $379$455 million used in financing activities in 2012.2014. Cash used in financing activities in 20122014 was down $15up $30 million or 4%7% from the $394$425 million used in 2011.2013. For the three years presented, net cash used in financing activities was primarily for dividends paid to shareholders and repurchases of the Company’s common stock. The Company paid dividends to shareholders of $368 million, $347 million and $326 million $301 millionduring 2015, 2014 and $276 million during 2013, 2012 and 2011, respectively. The Company expects this trend of increasing dividends to continue in the foreseeable future. During 2013, 20122015, 2014 and 2011,2013, the Company repurchased $121$292 million, $82$96 million and $122$121 million, respectively, of the Company’s common stock. We expect to remain active in our share repurchase program, but the amount and value of shares repurchased will vary. In 2015, net cash used in financing activities also included payments on debt of approximately $140 million net of debt proceeds.

Notes and Other Borrowings

The Company maintains an $850 milliona $1.2 billion unsecured revolving line of credit with a consortium of financial institutions, which matures in September 2017June 2020 with two optional one year extensions and bears interest at LIBOR plus a margin, which is based on the Company’s leverage ratio (0.92%(1.17% at December 31, 2013)2015). The Company also has the option under this agreement to increase its borrowing an additional $350 million, as well as an option to decrease the borrowing capacity or terminate the Syndicated Facilityfacility with appropriate notice. At December 31, 2013,2015 and

2014, approximately $125 million and $265 million was outstanding under this line of credit. No amounts were outstanding under this line of credit, at December 31, 2012.respectively. Due to the workers’ compensation and insurance reserve requirements in certain states, the Company also had unused letters of credit of approximately $62 million and $61$63 million outstanding at December 31, 20132015 and 2012, respectively.2014.

At December 31, 2013,2015, the Company had unsecured Senior Notes outstanding under financing arrangementsarrangement as follows: $250 million series D and E senior unsecured notes, 3.35% fixed, due 2016; and $250 million series F senior unsecured notes, 2.99% fixed, due 2023. These borrowings contain covenants related to a maximum debt-to-capitalization ratio and certain limitations on additional borrowings. At December 31, 2013,2015, the Company was in compliance with all such covenants. The weighted average interest rate on the Company’s total outstanding borrowings was approximately 2.82%2.76% at December 31, 20132015 and 4.01%2.46% at December 31, 2012.2014. Total interest expense, net of interest income, for all borrowings was $20.4 million, $24.2 million and $24.3 million $19.6 millionin 2015, 2014 and $24.6 million in 2013, 2012 and 2011, respectively.

Contractual and Other Obligations

The following table shows the Company’s approximate obligations and commitments, including interest due on credit facilities, to make future payments under specified contractual obligations as of December 31, 2013:2015:

Contractual Obligations

 

  Payment Due by Period   Payment Due by Period 
  Total   Less Than
1 Year
   1-3 Years   3-5 Years   Over
5 Years
   Total   Less Than
1 Year
   1-3 Years   3-5 Years   Over
5 Years
 
  (In thousands)   (In thousands) 

Credit facilities

  $863,212    $280,508    $281,002    $14,950    $286,752    $693,300    $390,900    $15,000    $15,000    $272,400  

Operating leases

   728,600     191,400     261,300     126,400     149,500     767,900     207,800     281,400     126,400     152,300  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total contractual cash obligations

  $1,591,812    $471,908    $542,302    $141,350    $436,252    $1,461,200    $598,700    $296,400    $141,400    $424,700  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Due to the uncertainty of the timing of future cash flows associated with the Company’s unrecognized tax benefits at December 31, 2013,2015, the Company is unable to make reasonably reliable estimates of the period of

23


Index to Financial Statements

cash settlement with the respective taxing authorities. Therefore, $60$18 million of unrecognized tax benefits have been excluded from the contractual obligations table above. Refer to Note 6 of the Consolidated Financial Statements for a discussion on income taxes.

Purchase orders or contracts for the purchase of inventory and other goods and services are not included in our estimates. We are not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as purchase orders may represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our current distribution needs and are fulfilled by our vendors within short time horizons. The Company does not have significant agreements for the purchase of inventory or other goods specifying minimum quantities or set prices that exceed our expected requirements.

The Company guarantees the borrowings of certain independently owned automotive parts stores (independents) and certain other affiliates in which the Company has a noncontrolling equity ownership interest (affiliates). The Company’s maximum exposure to loss as a result of its involvement with these independents and affiliates is generally equal to the total borrowings subject to the Company’s guarantee. To date, the Company has had no significant losses in connection with guarantees of independents’ and affiliates’ borrowings. The following table shows the Company’s approximate commercial commitments as of December 31, 2013:2015:

Other Commercial Commitments

 

  Total  Amounts
Committed
   Amount of Commitment Expiration per Period       Amount of Commitment Expiration per Period 
  Less Than
1  Year
   1-3 Years   3-5 Years   Over
5 Years
   Total  Amounts
Committed
   Less Than
1 Year
   1-3 Years   3-5 Years   Over
5 Years
 
  (In thousands)   (In thousands) 

Line of credit

  $    $    $    $    $    $    $    $    $    $  

Standby letters of credit

   61,617     61,617                    62,874     62,874                 

Guaranteed borrowings of independents and affiliates

   258,703     92,190     165,251     1,262          332,632     130,218     123,028     79,386       
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total commercial commitments

  $320,320    $153,807    $165,251    $1,262    $    $395,506    $193,092    $123,028    $79,386    $  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

In addition, the Company sponsors defined benefit pension plans that may obligate us to make contributions to the plans from time to time. Contributions in 20132015 were $74$55 million. We expect to make a $51$49 million in cash contributioncontributions to our qualified defined benefit plans in 2014,2016, and contributions required for 20142016 and future years will depend on a number of unpredictable factors including the market performance of the plans’ assets and future changes in interest rates that affect the actuarial measurement of the plans’ obligations.

Share Repurchases

In 2013,2015, the Company repurchased approximately 1.53.3 million shares and the Company had remaining authority to purchase approximately 10.76.3 million shares at December 31, 2013.2015.

CRITICAL ACCOUNTING POLICIES

General

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We describe in this section certain critical accounting policies that require us to make significant estimates, assumptions and judgments. An accounting policy is deemed to be critical if it requires an accounting estimate to

24


Index to Financial Statements

be made based on assumptions about matters that are uncertain at the time the estimate is made and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. Management believes the following critical accounting policies reflect its most significant estimates and assumptions used in the preparation of the consolidated financial statements. For further information on the critical accounting policies, see Note 1 of the Consolidated Financial Statements.

Inventories — Provisions for Slow Moving and Obsolescence

The Company identifies slow moving or obsolete inventories and estimates appropriate loss provisions related thereto. Historically, these loss provisionslosses have not been significant as the vast majority of the Company’s inventories are

not highly susceptible to obsolescence and are eligible for return under various vendor return programs. While the Company has no reason to believe its inventory return privileges will be discontinued in the future, its risk of loss associated with obsolete or slow moving inventories would increase if such were to occur.

Allowance for Doubtful Accounts — Methodology

The Company evaluates the collectability of trade accounts receivable based on a combination of factors. The Company estimates an allowance for doubtful accounts as a percentage of net sales based on historical bad debt experience and periodically adjusts this estimate when the Company becomes aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While the Company has a large customer base that is geographically dispersed, a general economic downturn in any of the industry segments in which the Company operates could result in higher than expected defaults and, therefore, the need to revise estimates for bad debts. For the years ended December 31, 2013, 20122015, 2014 and 2011,2013, the Company recorded provisions for doubtful accounts of $8.7approximately $12.4 million, $8.0$7.2 million, and $13.2$8.7 million, respectively.

Consideration Received from Vendors

The Company enters into agreements at the beginning of each year with many of its vendors that provide for inventory purchase incentives. Generally, the Company earns inventory purchase incentives upon achieving specified volume purchasing levels or other criteria. The Company accrues for the receipt of these incentives as part of its inventory cost based on cumulative purchases of inventory to date and projected inventory purchases through the end of the year. While management believes the Company will continue to receive consideration from vendors in 20142016 and beyond, there can be no assurance that vendors will continue to provide comparable amounts of incentives in the future or that we will be able to achieve the specified volumes necessary to take advantage of such incentives.

Impairment of Property, Plant and Equipment and Goodwill and Other Intangible Assets

At least annually, the Company evaluates property, plant and equipment, goodwill and other intangible assets for potential impairment indicators. The Company’s judgments regarding the existence of impairment indicators are based on market conditions and operational performance, among other factors. Future events could cause the Company to conclude that impairment indicators exist and that assets associated with a particular operation are impaired. Evaluating for impairment also requires the Company to estimate future operating results and cash flows which require judgment by management. Any resulting impairment loss could have a material adverse impact on the Company’s financial condition and results of operations.

Employee Benefit Plans

The Company’s benefit plan committees in the U.S. and Canada establish investment policies and strategies and regularly monitor the performance of the Company’s pension plan assets. The pension plan investment strategy implemented by the Company’s management is to achieve long-term objectives and invest the pension assets in accordance with the applicable pension legislation in the U.S. and Canada, as well as fiduciary standards. The long-term primary objectives for the pension plan funds are to provide for a reasonable amount of long-term growth of capital without undue exposure to risk, protect the assets from erosion of purchasing power and pro-

25


Index to Financial Statements

videprovide investment results that meet or exceed the pension plan’splans’ actuarially assumed long term raterates of return. The Company’s investment strategy with respect to pension plan assets is to generate a return in excess of the passive portfolio benchmark (49% S&P 500 Index, 5% Russell Mid Cap Index, 8% Russell 2000 Index, 5% MSCI EAFE Index, 5% DJ Global Moderate Index and 28% BarCap U.S. Govt/Credit).

We make several critical assumptions in determining our pension plan assets and liabilities and related pension expense. We believe the most critical of these assumptions are the expected rate of return on plan assets and the discount rate. Other assumptions we make relate to employee demographic factors such as rate of compensation increases, mortality rates, retirement patterns and turnover rates. Refer to Note 7 of the Consolidated Financial Statements for more information regarding these assumptions.

Based on the investment policy for the pension plans, as well as an asset study that was performed based on the Company’s asset allocations and future expectations, the Company’s expected rate of return on plan assets for measuring 20142016 pension expense or income is 7.85%7.83% for the plans. The asset study forecasted expected rates of return for the approximate duration of the Company’s benefit obligations, using capital market data and historical relationships.

The discount rate is chosen as the rate at which pension obligations could be effectively settled and is based on capital market conditions as of the measurement date. We have matched the timing and duration of the expected cash flows of our pension obligations to a yield curve generated from a broad portfolio of high-quality fixed income debt instruments to select our discount rate. Based upon this cash flow matching analysis, we selected a weighted average discount rate for the plans of 5.10%4.82% at December 31, 2013.2015.

Net periodic benefit (income) cost for our defined benefit pension plans was $51.1($5.8) million, $26.8($9.6) million and $32.3$51.1 million for the years ended December 31, 2013, 20122015, 2014 and 2011,2013, respectively. The increase in pension cost in 2013 from 2012 was primarily due to the curtailment gain recorded in connectionincome associated with the 2012 amendment topension plans in 2015 and 2014 reflects the U.S. defined benefit pension plan. Such curtailment gain, netimpact of the change in assumptions for the rate of return on plan assets and discount rate, also accounts for the decrease in pension cost in 2012 from 2011. The 2012 amendment and related curtailment decreased benefit costs in 2012 and are discussed further below.hard freeze effective December 31, 2013. Refer to Note 7 of the Consolidated Financial Statements for more information regarding employee benefit plans.

In December 2012, the Company’s U.S. defined benefit plan was amended to reflect a hard freeze as of December 31, 2013. No further benefits were provided after this date for additional credited service or earnings and all participants became fully vested as of December 31, 2013. The Company recorded a $23.5 million non-cash curtailment gain in December 2012 in connection with this amendment.

QUARTERLY RESULTS OF OPERATIONS

The following is a summary of the quarterly results of operations for the years ended December 31, 20132015 and 2012:2014:

 

   Three Months Ended 
   March 31,   June 30,   Sept. 30,   Dec. 31, 
   (In thousands except per share data) 

2013

        

Net Sales

  $3,198,802    $3,675,997    $3,685,243    $3,517,801  

Gross Profit

   921,748     1,105,108     1,100,923     1,092,141  

Net Income

   144,389     216,357     173,746     150,467  

Earnings Per Share:

        

Basic

   .93     1.40     1.12     .98  

Diluted

   .93     1.39     1.12     .97  

2012

        

Net Sales

  $3,181,288    $3,337,836    $3,375,778    $3,118,966  

Gross Profit

   919,111     972,286     976,036     910,658  

Net Income

   146,255     168,618     172,943     160,225  

Earnings Per Share:

        

Basic

   .94     1.08     1.11     1.03  

Diluted

   .93     1.08     1.11     1.03  

26


Index to Financial Statements
   Three Months Ended 
   March 31,   June 30,   Sept. 30,   Dec. 31, 
   (In thousands except per share data) 

2015

        

Net sales

  $3,736,051    $3,940,401    $3,921,802    $3,681,790  

Gross profit

   1,112,819     1,178,330     1,169,225     1,095,478  

Net income

   161,010     195,373     188,016     161,273  

Earnings per share:

        

Basic

   1.05     1.28     1.24     1.07  

Diluted

   1.05     1.28     1.24     1.07  

2014

        

Net sales

  $3,624,897    $3,908,387    $3,985,909    $3,822,454  

Gross profit

   1,084,630     1,179,168     1,183,422     1,146,541  

Net income

   157,484     197,727     190,516     165,559  

Earnings per share:

        

Basic

   1.02     1.29     1.25     1.08  

Diluted

   1.02     1.28     1.24     1.07  

We recorded the quarterly earnings per share amounts as if each quarter was a discrete period. As a result, the sum of the basic and diluted earnings per share will not necessarily total the annual basic and diluted earnings per share.

The preparation of interim consolidated financial statements requires management to make estimates and assumptions for 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, inventorycustomer sales returns and volume incentives earned, among others. Inventory adjustments (including adjustments for a majority of inventories that are valued under the last-in, first-out (“LIFO”)(LIFO) method), customer sales returns, and volume incentives earned, among others. Bad debts are accrued based on a percentage of sales, and volume incentives are estimated based upon cumulative and projected purchasing levels. Inventory adjustments are accrued on an interim basis and adjusted in the fourth quarter based on the annual book-to-physicalbook to physical inventory adjustment and LIFO valuation.valuation, which is performed each year-end. Reserves for bad debts and customer sales returns are estimated and accrued on an interim basis based upon historical experience. Volume incentives are estimated based upon cumulative and projected purchasing levels. The methodology and practices used in deriving estimates and assumptions for interim reporting typically result in adjustmentsmay change upon accuratefinal determination at year-end.year-end, and such changes may be significant. The effect of these adjustments in 20132015 and 20122014 was not significant.

ITEM 7A7A..QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKRISK..

Although the Company does not face material risks related to interest rates and commodity prices, the Company is exposed to changes in foreign currency rates with respect to foreign currency denominated operating revenues and expenses.

Foreign Currency

The Company has translation gains or losses that result from translation 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 exposure is the Canadian dollar, the functional currency of our Canadian operations, and the Australian dollar, the functional currency of our Australasian operations and, to a lesser extent, the Mexican peso, the functional currency of our Mexican operations. Foreign currency exchange exposure, particularly in regard to the Canadian and Australian dollar and, to a lesser extent, the Mexican peso, negatively impacted our results for the year ended December 31, 2013.2015.

During 20132015 and 2012,2014, it was estimated that a 10% shift in exchange rates between those foreign functional currencies and the U.S. dollar would have impacted translated net sales by approximately $255$252 million and $176$258 million, respectively. A 15% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately $378 million in 2015 and $388 million in 2014. A 20% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately $504 million in 2015 and $517 million in 2014.

 

ITEM 88..FINANCIAL STATEMENTS AND SUPPLEMENTARY DATADATA..

The information required by this Item 8 is set forth in a separate section of this report. See “Index to Consolidated Financial Statements and Financial Statement Schedules” beginning on page F-1.

 

ITEM 99..CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREDISCLOSURE..

None.Not applicable.

 

ITEM 9A9A..CONTROLS AND PROCEDURESPROCEDURES..

Management’s conclusion regarding the effectiveness of disclosure 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) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in SEC Rule 13a-15(e). Based on that evaluation, the Company’s management, including the 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 in the Company’s reports 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, as appropriate, to allow timely decisions regarding required disclosure.

27


Index to Financial Statements

Management’s report on internal control over financial reporting

A report of management’s assessment of our internal control over financial reporting, as such term is defined in SEC Rule 13a-15(f), as of December 31, 20132015 is set forth in a separate section of this report. See “Index to Consolidated Financial Statements and Financial Statement Schedules” beginning on page F-1.

The attestation report called for by Item 308(b) of Regulation S-K is incorporated herein by reference to the “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”, which is set forth in a separate section of this report. See “Index to Consolidated Financial Statements and Financial Statement Schedules” beginning on page F-1.

Changes in internal control over financial reporting

There have been no changes in the Company’s internal control over financial reporting during the Company’s fourth fiscal quarter ended December 31, 20132015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

ITEM 9B9B..OTHER INFORMATIONINFORMATION..

None.Not applicable.

28


Index to Financial Statements

PART IIIIII..

 

ITEM 1010..DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEGOVERNANCE..

EXECUTIVE OFFICERS OF THE COMPANYCOMPANY..

Executive officers of the Company are elected by the Board of Directors and each serves at the pleasure of the Board of Directors until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification. The current executive officers of the Company are:

Thomas C. Gallagher, age 66,68, has been Chief Executive Officer since August 2004 and Chairman of the Board since February 2005. Mr. Gallagher served as President of the Company from 1990 until January 2012 and Chief Operating Officer of the Company from 1990 until August 2004.

Paul D. Donahue, age 57, has been59, a director of the Company since April 2012, was appointed President of the Company in January 2012, and has served as President of the Company’s U.S. Automotive Parts Group sincefrom July 2009.2009 to February 1, 2016. Mr. Donahue served as Executive Vice President of the Company from August 2007 until his appointment as President in 2012. Previously, Mr. Donahue was President and Chief Operating Officer of S.P. Richards Company from 2004 to 2007 and was Executive Vice President-Sales and Marketing in 2003, the year he joined the Company.

Carol B. Yancey, age 50, was appointed52, has been Executive Vice President and Chief Financial Officer of the Company since March 2013, and also held the additional title of Corporate Secretary of the Company in March 2013.up to February 2015. Ms. Yancey was Senior Vice President — Finance and Corporate Secretary from 2005 until her appointment as Executive Vice President — Finance in November 2012. Previously, Ms. Yancey was named Vice President of the Company in 1999 and Corporate Secretary in 1995.

James R. Bruce ClaytonNeill, age 67, has been54, was appointed Senior Vice President of Human Resources of the Company in April 2014. Mr. Neill was Senior Vice President of Employee Development and HR Services from April 2013 until his appointment as Senior Vice President of Human Resources of the Company. Previously, Mr. Neill served as the Senior Vice President-HumanPresident of Human Resources at the Company since November 2004. Previously,Motion Industries from 2008 to 2013. Mr. Clayton held the positionNeill was Vice President of Vice President-Risk Management and Employee ServicesHuman Resources at Motion from June 20002006 to November 2004.2007.

William J. StevensTimothy P. Breen, age 65, has been the55, was appointed President and Chief Executive Officer of Motion Industries since 1997. Previously,in November 2014. Mr. StevensBreen was President and Chief Operating Officer from 19942013 until his appointment as President and Chief Executive Officer. Previously, Mr. Breen was the Executive Vice President and Chief Operating Officer from 2012 to 1997. In 1993,2013. Mr. StevensBreen was the Senior Vice President of Motion’s U.S. Operations from 2011 to 2012 and was Senior Vice President and Group Executive from 2008 to 2011. Mr. Breen served as Executive Vice President.President of Motion Industries from 2000 to 2008.

Further information required by this item is set forth under the heading “Nominees for Director”, under the heading “Corporate Governance — Code of Conduct and Ethics”, under the heading “Corporate Governance — Board Committees — Audit Committee”, under the heading “Corporate Governance — Director Nominating Process” and under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” of the Proxy Statement and is incorporated herein by reference.

 

ITEM 1111..EXECUTIVE COMPENSATIONCOMPENSATION..

Information required by this item is set forth under the headings “Executive Compensation”, “Additional Information Regarding Executive Compensation”, “2013“2015 Grants of Plan-Based Awards”, “2013“2015 Outstanding Equity Awards at Fiscal Year-End”, “2013“2015 Option Exercises and Stock Vested”, “2013“2015 Pension Benefits”, “2013“2015 Nonqualified Deferred Compensation”, “Post Termination Payments and Benefits”, “Compensation, Nominating and Governance Committee Report”, “Compensation, Nominating and Governance Committee Interlocks and Insider Participation” and “Compensation of Directors” of the Proxy Statement and is incorporated herein by reference.

ITEM 1212..SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSMATTERS..

Certain information required by this item is set forth below. Additional information required by this item is set forth under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” of the Proxy Statement and is incorporated herein by reference.

29


Index to Financial Statements

Equity Compensation Plan Information

The following table gives information as of December 31, 20132015 about the common stock that may be issued under all of the Company’s existing equity compensation plans:

 

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))
   (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:

   359,200(2)  $43.82          46,000(2)  $44.20       
   4,220,518(3)  $56.96     2,743,421(5)    4,134,845(3)  $70.97       
   (4)   n/a     10,000,000(6) 

Equity Compensation Plans Not Approved by Shareholders:

   74,905(4)   n/a     925,095     85,284(5)   n/a     914,716  
  

 

    

 

   

 

    

 

 

Total

   4,654,623         3,668,516     4,266,129         10,914,716  

 

 

(1)Reflects the maximum number of shares issuable pursuant to the exercise or conversion of stock options, stock appreciation rights, restricted stock units and common stock equivalents. The actual number of shares issued upon exercise of stock appreciation rights is calculated based on the excess of fair market value of our common stock on date of exercise and the grant price of the stock appreciation rights.

 

(2)Genuine Parts Company 1999 Long-Term Incentive Plan, as amended

 

(3)Genuine Parts Company 2006 Long-Term Incentive Plan

 

(4)Genuine Parts Company Director’s2015 Incentive Plan

(5)Genuine Parts Company Directors’ Deferred Compensation Plan, as amended

 

(5)(6)All of these shares are available for issuance pursuant to grants of full-value stock awards.

 

ITEM 1313..CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEINDEPENDENCE..

Information required by this item is set forth under the headings “Corporate Governance — Independent Directors” and “Transactions with Related Persons” of the Proxy Statement and is incorporated herein by reference.

 

ITEM 1414..PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICESSERVICES..

Information required by this item is set forth under the heading “Proposal 3.4. Ratification of Selection of Independent Auditors” of the Proxy Statement and is incorporated herein by reference.

30


Index to Financial Statements

PART IV.

 

ITEM 1515..EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSCHEDULES..

(a)  Documents filed as part of this report

(1)  Financial Statements

The following consolidated financial statements of Genuine Parts Company and subsidiariesSubsidiaries are included in this Annual Report on Form 10-K. See, also, the Index to Consolidated Financial Statements on Page F-1.

Report of independent registered public accounting firm on internal control over financial reporting

Report of independent registered public accounting firm on the financial statements

Consolidated balance sheets — December 31, 20132015 and 20122014

Consolidated statements of income and comprehensive income — Years ended December 31, 2013, 20122015, 2014 and 20112013

Consolidated statements of equity — Years ended December 31, 2013, 20122015, 2014 and 20112013

Consolidated statements of cash flows — Years ended December 31, 2013, 20122015, 2014 and 20112013

Notes to consolidated financial statements — December 31, 20132015

(2)  Financial Statement Schedules

The following consolidated financial statement schedule of Genuine Parts Company and subsidiaries,Subsidiaries, set forth immediately following the consolidated financialsfinancial statements of Genuine Parts Company and Subsidiaries, is filed pursuant to Item 15(c):

Schedule II — Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable,not applicable, and therefore have been omitted.

(3)  Exhibits.Exhibits

The following exhibits are filed as part of or incorporated by reference in this report. Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the Securities and Exchange Commission under File No. 1-5690. The Company will furnish a copy of any exhibit upon request to the Company’s Corporate Secretary.

 

Exhibit 3.1  Amended and Restated Articles of Incorporation of the Company, as amended April 23, 2007. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 23, 2007.)
Exhibit 3.2  By-Laws of the Company, as amended and restated November 18, 2013. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated November 18, 2013.)
Exhibit 4.2  Specimen Common Stock Certificate. (Incorporated herein by reference from the Company’s Registration Statement on Form S-1, Registration No. 33-63874.)

Instruments with respect to long-term debt where the total amount of securities authorized there under does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis have not been filed. The Registrant agrees to furnish to the Commission a copy of each such instrument upon request.

 

Exhibit 10.1*  The Genuine Parts Company Tax-Deferred Savings Plan, effective January 1, 1993. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 3, 1995.)

31


Index to Financial Statements
Exhibit 10.2*  Amendment No. 1 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 1, 1996, effective June 1, 1996. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 7, 2005.)
Exhibit 10.3*  Genuine Parts Company Death Benefit Plan, effective July 15, 1997. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 10, 1998.)
Exhibit 10.4*Amendment No. 2 to the Genuine Parts Company Tax-Deferred Savings Plan, dated April 19, 1999, effective April 19, 1999. (Incorporated herein by reference from the Company’s Annual Report on Form10-K, dated March 10, 2000.)
Exhibit 10.5*The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August 19, 1996. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.)
Exhibit 10.6*Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 10, 2000.)
Exhibit 10.7*10.4*  Amendment No. 3 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2001, effective July 1, 2001. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 7, 2002.)
Exhibit 10.8*Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 21, 2003.)
Exhibit 10.9*10.5*  Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 5, 2003, effective June 5, 2003. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.)
Exhibit 10.10*Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.)
Exhibit 10.11*10.6*  Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 28, 2005, effective January 1, 2006. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 3, 2006.)
Exhibit 10.12*Amendment No. 2 to the Genuine Parts Company Death Benefit Plan, dated November 9, 2005, effective April 1, 2005. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 3, 2006.)
Exhibit 10.13*Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 18, 2006.)
Exhibit 10.14*Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 28, 2007.)
Exhibit 10.15*Amendment No. 1 to the Genuine Parts Company Directors’ Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.)
Exhibit 10.16*10.7*  Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2007, effective January 1, 2008. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.)
Exhibit 10.17*10.8*  Amendment No. 27 to the Genuine Parts Company 2006 Long-Term IncentiveTax-Deferred Savings Plan, dated November 19, 2007,16, 2010, effective November 19, 2007.January 1, 2011. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.25, 2011.)

32


Index to Financial Statements
Exhibit 10.18*10.9*  Amendment No. 8 to the Genuine Parts Company Performance Restricted Stock Unit Award Agreement.Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.26, 2013.)
Exhibit 10.19*10.10*  The Genuine Parts Company Restricted Stock Unit Award Agreement.Original Deferred Compensation Plan, as amended and restated as of August 19, 1996. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.March 8, 2004.)
Exhibit 10.20*10.11*  Form of Amended and Restated Change in Control Agreement.Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.March 10, 2000.)
Exhibit 10.21*10.12*  Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 27, 2009.)
Exhibit 10.22*Genuine Parts Company 2009 Annual Incentive Bonus Plan, dated March 31, 2009, effective January 1, 2009. (Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q dated May 7, 2009).
Exhibit 10.23*10.13*  Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated August 16, 2010, effective August 16, 2010. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 25, 2011.)
Exhibit 10.24*10.14*  Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated November 16, 2010, effective January 1, 2011. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 25, 2011.)
Exhibit 10.25*Amendment No. 7 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 16, 2010, effective January 1, 2011. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 25, 2011.)
Exhibit 10.26*Description of Director Compensation. (Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q, dated August 4, 2011.)
Exhibit 10.27*Amendment No. 2 to the Genuine Parts Company Director’s Deferred Compensation Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.)
Exhibit 10.28*Amendment No. 8 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.)
Exhibit 10.29*10.15*  Amendment No. 3 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated December 7, 2012, effective December 31, 2013. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.)
Exhibit 10.16*Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.)
Exhibit 10.17*Amendment No. 1 to the Genuine Parts Company Directors’ Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.)

Exhibit 10.30*10.18*  Form of Amendment No. 2 to the Amended and Restated Change in Control Agreement.Genuine Parts Company Director’s Deferred Compensation Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.)
Exhibit 10.19*Description of Director Compensation. (Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q, dated May 7, 2014.)
Exhibit 10.31*10.20*Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 21, 2003.)
Exhibit 10.21*Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 18, 2006.)
Exhibit 10.22*Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 28, 2007.)
Exhibit 10.23*Amendment No. 2 to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 19, 2007, effective November 19, 2007. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.)
Exhibit 10.24*Genuine Parts Company 2015 Incentive Plan, effective November 17, 2014. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 28, 2015.)
Exhibit 10.25*Genuine Parts Company Performance Restricted Stock Unit Award Agreement. (Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q, dated May 7, 2014.)
Exhibit 10.26*Genuine Parts Company Restricted Stock Unit Award Agreement. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.)
Exhibit 10.27*  Genuine Parts Company Stock Appreciation Rights Agreement. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.)
Exhibit 10.28*Form of Executive Officer Change in Control Agreement. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2015)

 

*Indicates management contracts and compensatory plans and arrangements.

 

Exhibit 21  Subsidiaries of the Company.
Exhibit 23  Consent of Independent Registered Public Accounting Firm.
Exhibit 31.1  Certification signed by Chief Executive Officer pursuant to SEC Rule 13a-14(a).
Exhibit 31.2  Certification signed by Chief Financial Officer pursuant to SEC Rule 13a-14(a).

33


Index to Financial Statements
Exhibit 32.1  Statement of Chief Executive Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
Exhibit 32.2  Statement of Chief Financial Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
Exhibit 101  Interactive data files pursuant to Rule 405 of Regulation S-T:
  (i) the Consolidated Balance Sheets as of December 31, 20132015 and 2012;2014; (ii) the Consolidated Statements of Income and Comprehensive Income for the Years ended December 31, 2013, 20122015, 2014 and 2011;2013; (iii) the Consolidated Statements of Equity for the Years ended December 31, 2013, 20122015, 2014 and 2011;2013; (iv) the Consolidated Statements of Cash Flows for Years ended December 31, 2013, 20122015, 2014 and 2011;2013; (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text; and (vi) Financial Statement Schedule II — Valuation and Qualifying Accounts.

(b)  Exhibits

See the response to Item 15(a)(3) above.

(c)  Financial Statement Schedules

See the response to Item 15(a)(2) above.

34


Index to Financial Statements

SIGNATURES.

Pursuant to the requirements of Section 13 or 15(d) 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

 

/s/ Thomas C. Gallagher  2/27/1426/2016    /s/ Carol B. Yancey  2/27/1426/2016  
Thomas C. Gallagher  (Date)    Carol B. Yancey  (Date)  
Chairman and Chief Executive Officer    Executive Vice President and Chief Financial and Accounting Officer   

35


Index to Financial Statements

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

/s/    Thomas C. Gallagher2/15/2016/s/    Carol B. Yancey2/15/2016

Thomas C. Gallagher

(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/    Dr. Mary B. Bullock  2/17/1415/2016    /s/    Paul D. DonahueElizabeth W. Camp  2/17/1415/2016  

Dr. Mary B. Bullock

  (Date)    Paul D. DonahueElizabeth W. Camp  (Date)  

Director

   Director 
/s/    Jean DouvillePaul D. Donahue  2/17/1415/2016    /s/    Thomas C. GallagherJean Douville  2/17/1415/2016  

Jean DouvillePaul D. Donahue

  (Date)    Thomas C. GallagherJean Douville  (Date)  

Director

   

Director

Chairman and Chief Executive Officer (Principal Executive Officer)

 
/s/    George C. GuynnGary P. Fayard  2/17/1415/2016    /s/    John R. Holder  2/17/1415/2016  

George C. GuynnGary P. Fayard

  (Date)    John R. Holder  (Date)  

Director

   Director 
/s/    John D. JohnsDonna W. Hyland  2/17/1415/2016    /s/    Michael M. E.John D. Johns  2/17/1415/2016  

John D. JohnsDonna W. Hyland

  (Date)    Michael M. E.John D. Johns  (Date)  

Director

   Director 
/s/    Robert C. Loudermilk, Jr.  2/17/1415/2016    /s/    Wendy B. Needham  2/17/1415/2016  

Robert C. Loudermilk, Jr.

  (Date)    Wendy B. Needham  (Date)  

Director

   Director 
/s/    Jerry W. Nix  2/17/1415/2016    /s/    Gary W. Rollins  2/17/1415/2016  

Jerry W. Nix

  (Date)    Gary W. Rollins  (Date)  

Director

   Director 
/s/    E. Jenner Wood, III2/15/2016

E. Jenner Wood, III

(Date)

Director

36


Index to Financial Statements

ANNUAL REPORT ON FORM 10-K

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND

FINANCIAL STATEMENT SCHEDULE

 

   Page 

Report of Management on Internal Control Over Financial Reporting

   F-2  

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

   F-3  

Report of Independent Registered Public Accounting Firm on the Financial Statements and Schedule

   F-4  

Consolidated Balance Sheets as of December 31, 20132015 and 20122014

   F-5  

Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2013, 20122015, 2014 and 20112013

   F-6  

Consolidated Statements of Equity for the Years Ended December 31, 2013, 20122015, 2014 and 20112013

   F-7  

Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 20122015, 2014 and 20112013

   F-8  

Notes to Consolidated Financial Statements

   F-9  

Financial Statement Schedule II — Valuation and Qualifying Accounts

   S-1  

F-1


Index to Financial Statements

Report of Management

Genuine Parts Company

Management’s Responsibility for the Financial Statements

We have prepared the accompanying consolidated financial statements and related information included herein for the years ended December 31, 2013, 20122015, 2014, and 2011.2013. The opinion of Ernst & Young LLP, the Company’s independent registered public accounting firm, on those consolidated financial statements is included herein. The primary responsibility for the integrity of the financial information included in this annual report rests with management. Such information was prepared in accordance with generally accepted accounting principles appropriate in the circumstances based on our best estimates and judgments and giving due consideration to materiality.

Management’s Report on Internal Control over Financial Reporting

The management of Genuine Parts Company and its subsidiariesSubsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.

The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and to the board of directors regarding the preparation and fair presentation of the Company’s published consolidated financial statements. The Company’s internal control over financial reporting includes those policies and procedures that:

i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management did not include the internal controls of GPC Asia Pacific, which was acquired on April 1, 2013, and is included in the Company’s 2013 consolidated balance sheet.

The Company’s management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013.2015.

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO) in “Internal Control-Integrated Framework.” Based on this assessment, management concluded that, as of December 31, 2013,2015, the Company’s internal control over financial reporting was effective.

Ernst & Young LLP has issued an audit report on the Company’s operating effectiveness of internal control over financial reporting as of December 31, 2013.2015. This report appears on page F-3.

Audit Committee Responsibility

The Audit Committee of Genuine Parts Company’s Board of Directors is responsible for reviewing and monitoring the Company’s financial reports and accounting practices to ascertain that they are within acceptable limits of sound practice in such matters. The membership of the Committee consists of non-employee Directors. At periodic meetings, the Audit Committee discusses audit and financial reporting matters and the internal audit function with representatives of financial management and with representatives from Ernst & Young LLP.

 

/s/    Carol B. Yancey

CAROL B. YANCEY

Executive Vice President and Chief Financial Officer

February 27, 201426, 2016

F-2


Index to Financial Statements

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

The Board of Directors and Shareholders of Genuine Parts Company and Subsidiaries

We have audited Genuine Parts Company and Subsidiaries’ internal control over financial reporting as of December 31, 2013,2015, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework)(2013 framework) (the COSO criteria). Genuine Parts Company and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Overover Financial Reporting section of the accompanying Report of Management. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of GPC Asia Pacific, which is included in the 2013 consolidated financial statements of Genuine Parts Company and constituted approximately 16% of total assets and approximately 23% of net assets, as of December 31, 2013 and constituted 6% of revenues and less than 1% of net income for the year then ended. Our audit of internal control over financial reporting of Genuine Parts Company also did not include an evaluation of the internal control over the financial reporting of this entity.

In our opinion, Genuine Parts Company and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Genuine Parts Company and Subsidiaries as of December 31, 20132015 and 2012,2014, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 20132015 of Genuine Parts Company and Subsidiaries and our report dated February 27, 201426, 2016 expressed an unqualified opinion thereon.

/s/    Ernst & Young LLP

Atlanta, Georgia

February 27, 201426, 2016

F-3


Index to Financial Statements

Report of Independent Registered Public Accounting Firm on the Financial Statements

The Board of Directors and Shareholders of Genuine Parts Company and Subsidiaries

We have audited the accompanying consolidated balance sheets of Genuine Parts Company and Subsidiaries as of December 31, 20132015 and 2012,2014, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013.2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Genuine Parts Company and Subsidiaries at December 31, 20132015 and 2012,2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2013,2015 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Genuine Parts Company and Subsidiaries’ internal control over financial reporting as of December 31, 2013,2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework)(2013 framework) and our report dated February 27, 201426, 2016 expressed an unqualified opinion thereon.

/s/    Ernst & Young LLP

Atlanta, Georgia

February 27, 201426, 2016

F-4


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Consolidated Balance Sheets

 

  December 31   December 31 
        2013             2012               2015       2014       
  

(In Thousands, Except Share

Data and per Share Amounts)

   

(In Thousands, Except Share

Data and per Share Amounts)

 

Assets

      

Current assets:

      

Cash and cash equivalents

  $196,893   $403,095    $211,631   $137,730  

Trade accounts receivable, net

   1,664,819    1,490,028     1,822,419    1,872,365  

Merchandise inventories, net

   2,946,021    2,602,560     2,999,966    3,043,848  

Prepaid expenses and other current assets

   413,758    324,448     521,300    538,582  
  

 

  

 

   

 

  

 

 

Total current assets

   5,221,491    4,820,131     5,555,316    5,592,525  

Goodwill

   789,971    298,040     840,582    839,075  

Other intangible assets, less accumulated amortization

   499,385    199,799     521,213    547,515  

Deferred tax assets

   97,555    279,463     118,525    145,331  

Other assets

   401,834    643,263     460,918    451,690  

Property, plant, and equipment:

      

Land

   87,658    88,710     85,450    87,651  

Buildings, less accumulated depreciation (2013 — $251,541; 2012 — $237,504)

   281,408    266,694  

Machinery and equipment, less accumulated depreciation (2013 — $555,895;
2012 — $522,136)

   300,995    210,961  

Buildings, less accumulated depreciation (2015 — $282,804; 2014 — $270,946)

   267,446    281,824  

Machinery and equipment, less accumulated depreciation (2015 — $620,113;
2014 — $598,137)

   295,321    300,627  
  

 

  

 

   

 

  

 

 

Net property, plant, and equipment

   670,061    566,365     648,217    670,102  
  

 

  

 

   

 

  

 

 
  $7,680,297   $6,807,061    $8,144,771   $8,246,238  
  

 

  

 

   

 

  

 

 

Liabilities and equity

      

Current liabilities:

      

Trade accounts payable

  $2,269,671   $1,681,900    $2,821,526   $2,554,759  

Current portion of debt

   264,658    250,000     375,000    265,466  

Accrued compensation

   145,052    115,348     148,265    165,291  

Other accrued expenses

   411,680    359,395  

Other current liabilities

   503,268    510,560  

Dividends payable

   82,746    76,641     92,595    88,039  

Income taxes payable

   9,237    4,354  
  

 

  

 

   

 

  

 

 

Total current liabilities

   3,183,044    2,487,638     3,940,654    3,584,115  

Long-term debt

   500,000    250,000     250,000    500,000  

Pension and other post-retirement benefit liabilities

   140,171    572,988     284,235    329,531  

Deferred tax liabilities

   83,316         50,684    72,479  

Other long-term liabilities

   414,998    488,256     459,956    447,749  

Equity:

      

Preferred stock, par value $1 per share — authorized 10,000,000 shares; none issued

                  

Common stock, par value $1 per share — authorized 450,000,000 shares; issued and outstanding 153,773,098 in 2013 and 154,841,438 shares in 2012

   153,773    154,841  

Common stock, par value $1 per share — authorized 450,000,000 shares; issued and outstanding 150,081,474 shares in 2015 and 153,113,042 shares in 2014

   150,081    153,113  

Additional paid-in capital

   14,935         41,353    26,414  

Accumulated other comprehensive loss

   (397,655  (501,492   (930,618  (720,211

Retained earnings

   3,578,021    3,344,538     3,885,751    3,841,932  
  

 

  

 

   

 

  

 

 

Total parent equity

   3,349,074    2,997,887     3,146,567    3,301,248  

Noncontrolling interests in subsidiaries

   9,694    10,292     12,675    11,116  
  

 

  

 

   

 

  

 

 

Total equity

   3,358,768    3,008,179     3,159,242    3,312,364  
  

 

  

 

   

 

  

 

 
  $7,680,297   $6,807,061    $8,144,771   $8,246,238  
  

 

  

 

   

 

  

 

 

See accompanying notes.

F-5


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

 

  Year Ended December 31   Year Ended December 31 
  2013 2012 2011   2015 2014 2013 
  (In Thousands, Except per Share Amounts)   (In Thousands, Except per Share Amounts) 

Net sales

  $14,077,843   $13,013,868   $12,458,877    $15,280,044   $15,341,647   $14,077,843  

Cost of goods sold

   9,857,923    9,235,777    8,852,837     10,724,192    10,747,886    9,857,923  
  

 

  

 

  

 

   

 

  

 

  

 

 

Gross margin

   4,219,920    3,778,091    3,606,040     4,555,852    4,593,761    4,219,920  

Operating expenses:

        

Selling, administrative, and other expenses

   3,019,036    2,648,430    2,594,372     3,277,390    3,314,030    3,028,028  

Depreciation and amortization

   133,957    98,383    88,936     141,675    148,313    133,957  

Provision for doubtful accounts

   8,691    8,047    13,248     12,373    7,192    8,691  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total operating expenses

   3,161,684    2,754,860    2,696,556     3,431,438    3,469,535    3,170,676  

Non-operating expenses (income):

        

Interest expense

   26,971    20,482    27,036     21,662    25,088    26,971  

Other

   (13,039  (16,183  (8,358   (20,929  (18,601  (22,031
  

 

  

 

  

 

   

 

  

 

  

 

 

Total non-operating expenses

   13,932    4,299    18,678     733    6,487    4,940  

Income before income taxes

   1,044,304    1,018,932    890,806     1,123,681    1,117,739    1,044,304  

Income taxes

   359,345    370,891    325,690     418,009    406,453    359,345  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net income

  $684,959   $648,041   $565,116    $705,672   $711,286   $684,959  
  

 

  

 

  

 

   

 

  

 

  

 

 

Basic net income per common share

  $4.43   $4.17   $3.61    $4.65   $4.64   $4.43  
  

 

  

 

  

 

   

 

  

 

  

 

 

Diluted net income per common share

  $4.40   $4.14   $3.58    $4.63   $4.61   $4.40  
  

 

  

 

  

 

   

 

  

 

  

 

 

Weighted average common shares outstanding

   154,636    155,413    156,656     151,667    153,299    154,636  

Dilutive effect of stock options and nonvested restricted stock awards

   1,078    1,007    1,004     829    1,076    1,078  
  

 

  

 

  

 

   

 

  

 

  

 

 

Weighted average common shares outstanding — assuming dilution

   155,714    156,420    157,660     152,496    154,375    155,714  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net income

  $684,959   $648,041   $565,116    $705,672   $711,286   $684,959  

Other comprehensive income (loss), net of tax:

    

Other comprehensive (loss) income, net of tax:

    

Foreign currency translation adjustment

   (168,703  23,846    (22,017   (207,986  (149,379  (168,703

Pension and postretirement benefit adjustments, net of income taxes of 2013 — ($175,297) , 2012 — $26,465, and 2011 — $98,973

   272,540    (43,300  (161,669

Pension and postretirement benefit adjustments, net of income taxes of 2015 — $5,335, 2014 — $112,993, and
2013 — ($175,297)

   (2,421  (173,177  272,540  
  

 

  

 

  

 

   

 

  

 

  

 

 

Other comprehensive income (loss), net of tax

   103,837    (19,454  (183,686

Other comprehensive (loss) income, net of tax

   (210,407  (322,556  103,837  
  

 

  

 

  

 

   

 

  

 

  

 

 

Comprehensive income

  $788,796   $628,587   $381,430    $495,265   $388,730   $788,796  
  

 

  

 

  

 

   

 

  

 

  

 

 

See accompanying notes.

F-6


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Consolidated Statements of Equity

(In Thousands, Except Share and per Share Amounts)

 

 Common Stock  Additional
Paid-In
Capital
  Accumulated
Other
Comprehensive
(Loss) Income
  Retained
Earnings
  Total
Parent
Equity
  Non-
controlling
Interests in
Subsidiaries
  Total
Equity
  

 

Common Stock

 Additional
Paid-In
Capital
  Accumulated
Other
Comprehensive
Loss
  Retained
Earnings
  Total
Parent
Equity
  Non-
controlling
Interests in
Subsidiaries
  Total
Equity
 
  Shares Amount 
 
Shares Amount 

Balance at January 1, 2011

  157,636,261   $157,636   $   $(298,352 $2,895,307   $2,754,591   $8,895   $2,763,486  

Net income

                  565,116    565,116        565,116  

Other comprehensive loss, net of tax

              (183,686      (183,686      (183,686

Cash dividends declared, $1.80 per share

                  (281,790  (281,790      (281,790

Stock options exercised, including tax benefit of $5,356

  443,170    443    3,864            4,307        4,307  

Share-based compensation

          7,547            7,547        7,547  

Purchase of stock

  (2,428,315  (2,428  (11,411      (108,239  (122,078      (122,078

Noncontrolling interest activities

                          689    689  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2011

  155,651,116    155,651        (482,038  3,070,394    2,744,007    9,584    2,753,591  

Net income

                  648,041    648,041        648,041  

Other comprehensive loss, net of tax

              (19,454      (19,454      (19,454

Cash dividends declared, $1.98 per share

                  (307,603  (307,603      (307,603

Stock options exercised, including tax benefit of $11,018

  551,779    552    3,423            3,975        3,975  

Share-based compensation

          10,747            10,747        10,747  

Purchase of stock

  (1,361,457  (1,362  (14,170      (66,294  (81,826      (81,826

Noncontrolling interest activities

                          708    708  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2012

  154,841,438    154,841        (501,492  3,344,538    2,997,887    10,292    3,008,179  

Balance at January 1, 2013

  154,841,438   $154,841   $   $(501,492 $3,344,538   $2,997,887   $10,292   $3,008,179  

Net income

                  684,959    684,959        684,959                    684,959    684,959        684,959  

Other comprehensive income, net of tax

              103,837        103,837        103,837                103,837        103,837        103,837  

Cash dividends declared, $2.15 per share

                  (332,322  (332,322      (332,322                  (332,322  (332,322      (332,322

Stock options exercised, including tax benefit of $12,905

  449,986    450    2,287            2,737        2,737  

Share-based awards exercised, including tax benefit of $12,905

  449,986    450    2,287            2,737        2,737  

Share-based compensation

          12,648            12,648        12,648            12,648            12,648        12,648  

Purchase of stock

  (1,518,326  (1,518          (119,154  (120,672      (120,672  (1,518,326  (1,518          (119,154  (120,672      (120,672

Noncontrolling interest activities

                          (598  (598                          (598  (598
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2013

  153,773,098   $153,773   $14,935   $(397,655 $3,578,021   $3,349,074   $9,694   $3,358,768    153,773,098    153,773    14,935    (397,655  3,578,021    3,349,074    9,694    3,358,768  

Net income

                  711,286    711,286        711,286  

Other comprehensive loss, net of tax

              (322,556      (322,556      (322,556

Cash dividends declared, $2.30 per share

                  (352,564  (352,564      (352,564

Share-based awards exercised, including tax benefit of $17,766

  474,800    475    (4,760          (4,285      (4,285

Share-based compensation

          16,239            16,239        16,239  

Purchase of stock

  (1,134,856  (1,135          (94,811  (95,946      (95,946

Noncontrolling interest activities

                          1,422    1,422  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2014

  153,113,042    153,113    26,414    (720,211  3,841,932    3,301,248    11,116    3,312,364  

Net income

                  705,672    705,672        705,672  

Other comprehensive loss, net of tax

              (210,407      (210,407      (210,407

Cash dividends declared, $2.46 per share

                  (372,840  (372,840      (372,840

Share-based awards exercised, including tax benefit of $7,024

  229,958    230    (2,778          (2,548      (2,548

Share-based compensation

          17,717            17,717        17,717  

Purchase of stock

  (3,261,526  (3,262          (289,013  (292,275      (292,275

Noncontrolling interest activities

                          1,559    1,559  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2015

  150,081,474   $150,081   $41,353   $(930,618 $3,885,751   $3,146,567   $12,675   $3,159,242  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

See accompanying notes.

F-7


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Consolidated Statements of Cash Flows

 

  Year Ended December 31   Year Ended December 31 
  2013 2012 2011   2015 2014 2013 
  (In Thousands)   (In Thousands) 

Operating activities

        

Net income

  $684,959   $648,041   $565,116    $705,672   $711,286   $684,959  

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation and amortization

   133,957    98,383    88,936     141,675    148,313    133,957  

Excess tax benefits from share-based compensation

   (12,905  (11,018  (5,356   (7,024  (17,766  (12,905

Gain on sale of property, plant, and equipment

   (4,729  (3,943  (3,012   (3,189  (3,719  (4,729

Deferred income taxes

   (21,622  14,751    (2,337   35,544    54,319    (21,622

Share-based compensation

   12,648    10,747    7,547     17,717    16,239    12,648  

Gain on GPC Asia Pacific equity investment

   (59,000                   (59,000

Changes in operating assets and liabilities:

        

Trade accounts receivable, net

   (116,080  13,366    (85,011   1,974    (225,178  (116,080

Merchandise inventories, net

   (79,253  (25,845  (19,624   (21,821  (100,820  (79,253

Trade accounts payable

   473,424    220,694    85,766     331,419    292,257    473,424  

Other short-term assets and liabilities

   (14,418  (86,294  (52,166   967    15,616    (14,418

Other long-term assets and liabilites

   59,750    27,556    45,068  

Other long-term assets and liabilities

   (43,561  (100,402  59,750  
  

 

  

 

  

 

   

 

  

 

  

 

 
   371,772    258,397    59,811     453,701    78,859    371,772  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash provided by operating activities

   1,056,731    906,438    624,927     1,159,373    790,145    1,056,731  

Investing activities

        

Purchases of property, plant and equipment

   (124,063  (101,987  (103,469   (109,544  (107,681  (124,063

Proceeds from sale of property, plant, and equipment

   10,657    8,504    8,908     8,618    8,866    10,657  

Acquisition of businesses and other investing activities

   (712,173  (558,384  (136,936   (162,701  (287,900  (712,173
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash used in investing activities

   (825,579  (651,867  (231,497   (263,627  (386,715  (825,579

Financing activities

        

Proceeds from debt

   3,019,931    750,000    250,000     3,862,224    2,727,924    3,019,931  

Payments on debt

   (2,995,335  (750,000  (250,000   (4,005,191  (2,735,862  (2,995,335

Stock options exercised

   (15,728  (7,043  (1,049

Share-based awards exercised, net of taxes paid

   (9,572  (22,051  (15,728

Excess tax benefits from share-based compensation

   12,905    11,018    5,356     7,024    17,766    12,905  

Dividends paid

   (326,217  (300,983  (276,369   (368,284  (347,271  (326,217

Purchase of stock

   (120,673  (81,826  (122,078   (292,275  (95,946  (120,673
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash used in financing activities

   (425,117  (378,834  (394,140   (806,074  (455,440  (425,117

Effect of exchange rate changes on cash

   (12,237  2,304    (4,204   (15,771  (7,153  (12,237
  

 

  

 

  

 

   

 

  

 

  

 

 

Net decrease in cash and cash equivalents

   (206,202  (121,959  (4,914

Net increase (decrease) in cash and cash equivalents

   73,901    (59,163  (206,202

Cash and cash equivalents at beginning of year

   403,095    525,054    529,968     137,730    196,893    403,095  
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash and cash equivalents at end of year

  $196,893   $403,095   $525,054    $211,631   $137,730   $196,893  
  

 

  

 

  

 

   

 

  

 

  

 

 

Supplemental disclosures of cash flow information

        

Cash paid during the year for:

        

Income taxes

  $342,372   $381,407   $317,748    $352,153   $408,604   $342,372  
  

 

  

 

  

 

   

 

  

 

  

 

 

Interest

  $27,221   $20,416   $27,640    $23,687   $25,155   $27,221  
  

 

  

 

  

 

   

 

  

 

  

 

 

See accompanying notes.

F-8


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2015

 

1.Summary of Significant Accounting Policies

Business

Genuine Parts Company and all of its majority-owned subsidiaries (the Company) is a distributor of automotive replacement parts, industrial replacement parts, office products, and electrical/electronic materials. The Company serves a diverse customer base through approximately 2,6002,650 locations in North America and Australasia and, therefore, has limited exposure from credit losses to any particular customer, region, or industry segment. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company has evaluated subsequent events through the date the financial statements were issued.

Principles of Consolidation

The consolidated financial statements include all of the accounts of the Company. The net income attributable to noncontrolling interests is not material to the Company’s consolidated net income. Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements, in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates and the differences could be material.

Revenue Recognition

The Company records revenue when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the Company’s price to the customer is fixed and determinable and collectability is reasonably assured. Delivery is not considered to have occurred until the customer assumes the risks and rewards of ownership.

Foreign Currency Translation

The consolidated balance sheets and statements of income and comprehensive income of the Company’s foreign subsidiaries have been translated into U.S. dollars at the current and average exchange rates, respectively. The foreign currency translation adjustment is included as a component of accumulated other comprehensive loss.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Trade Accounts Receivable and the Allowance for Doubtful Accounts

The Company evaluates the collectability of trade accounts receivable based on a combination of factors. The Company estimates an allowance for doubtful accounts as a percentage of net sales based on historical bad debt experience and periodically adjusts this estimate when the Company becomes aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While the Company has a large customer base that is geographically dispersed, a general economic downturn in any of the industry segments in which the Company operates could result in higher than

F-9


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

 

expected defaults and, therefore, the need to revise estimates for bad debts. For the years ended December 31, 2013, 2012,2015, 2014, and 2011,2013, the Company recorded provisions for doubtful accounts of approximately $8,691,000, $8,047,000,$12,373,000, $7,192,000, and $13,248,000,$8,691,000, respectively. At December 31, 20132015 and 2012,2014, the allowance for doubtful accounts was approximately $14,423,000$10,693,000 and $19,180,000,$11,836,000, respectively.

Merchandise Inventories, Including Consideration Received From Vendors

Merchandise inventories are valued at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for a majority of automotive parts, electrical/electronic materials, and industrial parts, and by the first-in, first-out (FIFO) method for office products and certain other inventories. If the FIFO method had been used for all inventories, cost would have been approximately $432,150,000$438,510,000 and $428,260,000$434,790,000 higher than reported at December 31, 20132015 and 2012,2014, respectively. During 2013, 2012,2014 and 20112013, reductions in inventory levels in automotive parts inventories (2013(2013) and 2012), industrial parts inventories (2013, 2012,(2014 and 2011), and electrical parts inventories (2012 and 2011)2013) resulted in liquidations of LIFO inventory layers. The effect of the LIFO liquidationliquidations in 2013, 2012,2014 and 20112013 was to reduce cost of goods sold by approximately $5,000,000, $6,000,000,$8,000,000 and $16,000,000,$5,000,000, respectively.

The Company identifies slow moving or obsolete inventories and estimates appropriate provisions related thereto. Historically, these losses have not been significant as the vast majority of the Company’s inventories are not highly susceptible to obsolescence and are eligible for return under various vendor return programs. While the Company has no reason to believe its inventory return privileges will be discontinued in the future, its risk of loss associated with obsolete or slow moving inventories would increase if such were to occur.

The Company enters into agreements at the beginning of each year with many of its vendors that provide for inventory purchase incentives. Generally, the Company earns inventory purchase incentives upon achieving specified volume purchasing levels or other criteria. The Company accrues for the receipt of these incentives as part of its inventory cost based on cumulative purchases of inventory to date and projected inventory purchases through the end of the year. While management believes the Company will continue to receive consideration from vendors in 20142016 and beyond, there can be no assurance that vendors will continue to provide comparable amounts of incentives in the future.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist primarily of prepaid expenses, and amounts due from vendors.vendors, and income taxes receivable.

Goodwill

The Company reviews its goodwill annually in the fourth quarter, or sooner if circumstances indicate that the carrying amount may exceed fair value. The Company tests goodwill for impairment at the reporting unit level, which is an operating segment or a level below an operating segment, which is referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component. However, two or more components of an operating segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics.

The present value of future cash flows approach was used to determine any potential impairment. The Company determined that goodwill was not impaired and, therefore, no impairments were recognized for the years ended December 31, 2013, 2012, or 2011. If an impairment occurs at a future date, it may have the effect of increasing the volatility of the Company’s earnings.2015, 2014, and 2013.

F-10


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

 

Other Assets

Other assets are comprised of the following:

 

  December 31   December 31 
  2013   2012   2015   2014 
  (In Thousands)   (In Thousands) 

Retirement benefit assets

  $41,919    $4,021    $3,336    $4,247  

Deferred compensation benefits

   24,939     20,642     28,488     27,828  

Investments

   28,760     206,487     28,351     29,139  

Cash surrender value of life insurance policies

   95,094     78,860     105,213     105,227  

Customer sales returns inventories

   55,200     134,367     72,814     67,400  

Guarantees related to borrowings

   35,000     29,000  

Other long-term prepayments and receivables

   155,922     198,886     187,716     188,849  
  

 

   

 

   

 

   

 

 

Total other assets

  $401,834    $643,263    $460,918    $451,690  
  

 

   

 

   

 

   

 

 

The guarantees related to borrowings are discussed further in the guarantees footnote.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost. Depreciation and amortization is primarily determined on a straight-line basis over the following estimated useful life of each asset: buildings and improvements, 10 to 40 years; machinery and equipment, 5 to 15 years.

Long-Lived Assets Other Than Goodwill

The Company assesses its long-lived assets other than goodwill for impairment whenever facts and circumstances indicate that the carrying amount may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining life of such assets. If these projected cash flows are less than the carrying amount, an impairment would be recognized, resulting in a write-down of assets with a corresponding charge to earnings. Impairment losses, if any, are measured based upon the difference between the carrying amount and the fair value of the assets.

Other Long-Term Liabilities

Other long-term liabilities are comprised of the following:

 

  December 31   December 31 
  2013   2012   2015   2014 
  (In Thousands)   (In Thousands) 

Post-employment and other benefit/retirement liabilities

  $55,150    $35,273    $54,034    $57,754  

Insurance liabilities

   47,930     45,865     33,979     48,569  

Other lease obligations

   27,815     33,748     37,642     40,040  

Other taxes payable

   59,107     57,510     15,495     18,947  

Customer deposits

   65,826     161,936     85,552     81,496  

Guarantees related to borrowings

   35,000     29,000  

Other

   159,170     153,924     198,254     171,943  
  

 

   

 

   

 

   

 

 

Total other long-term liabilities

  $414,998    $488,256    $459,956    $447,749  
  

 

   

 

   

 

   

 

 

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

The guarantees related to borrowings are discussed further in the guarantees footnote.

Self-Insurance

The Company is self-insured for the majority of group health insurance costs. A reserve for claims incurred but not reported is developed by analyzing historical claims data provided by the Company’s claims admin-

F-11


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

istrators.administrators. These reserves are included in accrued expenses in the accompanying consolidated balance sheets as the expenses are expected to be paid within one year.

Long-term insurance liabilities consist primarily of reserves for the workers’ compensation program. In addition, the Company carries various large risk deductible workers’ compensation policies for the majority of workers’ compensation liabilities. The Company records the workers’ compensation reserves based on an analysis performed by an independent actuary. The analysis calculates development factors, which are applied to total reserves as provided by the various insurance companies who underwrite the program. While the Company believes that the assumptions used to calculate these liabilities are appropriate, significant differences in actual experience or significant changes in these assumptions may materially affect workers’ compensation costs.

Accumulated Other Comprehensive (Loss) IncomeLoss

Accumulated other comprehensive loss is comprised of the following:

 

  December 31   December 31 
  2013 2012   2015   2014 
  (In Thousands)   (In Thousands) 

Foreign currency translation

  $(37,619 $131,084    $(394,984  $(186,998

Unrecognized net actuarial loss, net of tax

   (366,454  (644,244   (540,018   (538,614

Unrecognized prior service credit, net of tax

   6,418    11,668     4,384     5,401  
  

 

  

 

   

 

   

 

 

Total accumulated other comprehensive loss

  $(397,655 $(501,492  $(930,618)   $(720,211
  

 

  

 

   

 

   

 

 

The following table presents the changes in accumulated other comprehensive (loss) incomeloss by component for the yearyears ended on December 31, 2013:2015 and 2014:

 

   Changes in Accumulated Other Comprehensive
(Loss) Income by Component
 
   Pension
Benefits
  Other
Post-
Retirement
Benefits
  Foreign
Currency
Translation
  Total 
   (in Thousands) 

Beginning balance, January 1

  $(629,907 $(2,669 $131,084   $(501,492

Other comprehensive income (loss) before reclassifications, net of tax

   223,991    1,629    (168,703  56,917  

Amounts reclassified from accumulated other comprehensive (loss) income, net of tax

   46,837    83        46,920  
  

 

 

  

 

 

  

 

 

  

 

 

 

Net current period other comprehensive income (loss)

   270,828    1,712    (168,703  103,837  
  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance, December 31

  $(359,079 $(957 $(37,619 $(397,655
  

 

 

  

 

 

  

 

 

  

 

 

 
  Changes in Accumulated Other Comprehensive
Loss by Component
 
  Pension
Benefits
  Other
Post-
Retirement
Benefits
  Foreign
Currency
Translation
  Total 
  (In Thousands) 

Beginning balance, January 1, 2014

 $(359,079 $(957 $(37,619 $(397,655

Other comprehensive loss before reclassifications, net of tax

  (193,182  (39  (149,379  (342,600

Amounts reclassified from accumulated other comprehensive loss, net of tax

  20,192    (148      20,044  
 

 

 

  

 

 

  

 

 

  

 

 

 

Net current period other comprehensive loss

  (172,990  (187  (149,379  (322,556
 

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance, December 31, 2014

  (532,069  (1,144  (186,998  (720,211

Other comprehensive loss before reclassifications, net of tax

  (25,558  (111  (207,986  (233,655

Amounts reclassified from accumulated other comprehensive loss, net of tax

  23,412    (164      23,248  
 

 

 

  

 

 

  

 

 

  

 

 

 

Net current period other comprehensive loss

  (2,146  (275  (207,986  (210,407
 

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance, December 31, 2015

 $(534,215)  $(1,419)  $(394,984)  $(930,618) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

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

Fair Value of Financial Instruments

The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, trade accounts receivable, and trade accounts payable, and borrowings under the line of credit approximate their respective fair values based on the short-term nature of these instruments. At December 31, 20132015 and 2012,2014, the fair value of fixed rate debt was approximately $496,000,000$501,000,000 and $516,000,000,$505,000,000, respectively. The fair value of fixed rate debt is designated as Level 2 in the fair value hierarchy (i.e., significant observable inputs) and is based primarily on the discounted value of future cash flows using current market interest rates offered for debt of similar credit risk and maturity.

F-12


Index to Financial Statements

Genuine Parts Company At December 31, 2015 and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

2014, the carrying value of fixed rate debt was $500,000,000 and is included in current portion of debt and long-term debt in the consolidated balance sheets.

Shipping and Handling Costs

Shipping and handling costs are classified as selling, administrative and other expenses in the accompanying consolidated statements of income and comprehensive income and totaled approximately $250,000,000, $220,000,000,$270,000,000, $270,000,000, and $190,000,000,$250,000,000, for the years ended December 31, 2013, 2012,2015, 2014, and 2011,2013, respectively.

Advertising Costs

Advertising costs are expensed as incurred and totaled $57,900,000, $43,200,000,$75,000,000, $71,300,000, and $45,100,000$57,900,000 in the years ended December 31, 2013, 2012,2015, 2014, and 2011,2013, respectively.

Accounting for Legal Costs

The Company’s legal costs expected to be incurred in connection with loss contingencies are expensed as such costs are incurred.

Share-Based Compensation

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.

Net Income per Common Share

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the year. The computation of diluted net income per common share includes the dilutive effect of stock options, stock appreciation rights and nonvested restricted stock awards options. Options to purchase approximately 630,000, 730,000,1,280,000, 610,000, and 850,000630,000 shares of common stock ranging from $54$77 — $81$92 per share were outstanding at December 31, 2013, 2012,2015, 2014, and 2011,2013, respectively. These options were excluded from the computation of diluted net income per common share because the options’ exercise price wasprices were greater than the average market priceprices of common stock in each respective year.

Recently Adopted Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. Under ASU 2013-02, an entity is required to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. ASU 2013-02 is effective for the Company’s interim and annual periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the consolidated financial statements for the year ended December 31, 2013.

F-13


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-9,Revenue from Contracts with Customers (“ASU 2014-9”), which creates a single, comprehensive revenue recognition model for all contracts with customers. The updated standard requires an entity to recognize revenue to reflect the transfer of promised goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods and services. ASU 2014-9 may be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new contracts and existing contracts with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to beginning retained earnings at the effective date for existing contracts with remaining performance obligations. In August 2015, the FASB issued ASU No. 2015-14,Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, that deferred the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. The FASB permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is currently evaluating the impact of ASU 2014-9 on the Company’s consolidated financial statements and related disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 amends the consolidation requirements and significantly changes the consolidation analysis required. ASU 2015-02 requires management to reevaluate all legal entities under a revised consolidation model to specifically (i) modify the evaluation of whether limited partnership and similar legal entities are variable interest entities (“VIEs”), (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with VIEs particularly those that have fee arrangements and related party relationships, and (iv) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Act of 1940 for registered money market funds. ASU 2015-02 will be effective for the Company’s interim and annual periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements and related disclosures.

In November 2015, the FASB issued ASU 2015-17,Balance Sheet Classification of Deferred Taxes, which amends the existing guidance to require presentation of deferred tax assets and liabilities as noncurrent within a balance sheet. This guidance was adopted, on a prospective basis, at December 31, 2015. The adoption did not have a material impact on the Company’s financial statements.

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

 

2.Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill during the years ended December 31, 2013, 2012,2015 and 20112014 by reportable segment, as well as other identifiable intangible assets, are summarized as follows (in thousands):

 

  Goodwill Other
Intangible
Assets, Net
   Goodwill Other
Intangible
Assets, Net
 
  Automotive Industrial Office
Products
   Electrical/
Electronic
Materials
   Total   Automotive Industrial Office
Products
   Electrical/
Electronic
Materials
   Total 

Balance as of January 1, 2012

  $43,705   $99,011   $10,554    $24,350    $177,620   $102,155  

Balance as of January 1, 2014

  $622,180   $116,136   $10,554    $41,101    $789,971   $499,385  

Additions

   114,206             5,355     119,561    110,014     20,404    3,577    37,054     31,565     92,600    110,129  

Amortization

                         (12,991                         (36,867

Foreign currency translation

   638    221              859    621     (42,745  (751            (43,496  (25,132
  

 

  

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

   

 

   

 

  

 

 

Balance as of December 31, 2012

   158,549    99,232    10,554     29,705     298,040    199,799  

Balance as of December 31, 2014

   599,839    118,962    47,608     72,666     839,075    547,515  

Additions

   541,836    17,420         11,396     570,652    379,834     5,030    18,696    8,891     20,335     52,952    38,596  

Amortization

                         (28,987                         (34,878

Foreign currency translation

   (78,205  (516            (78,721  (51,261   (49,866  (1,579            (51,445  (30,020
  

 

  

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

   

 

   

 

  

 

 

Balance as of December 31, 2013

  $622,180   $116,136   $10,554    $41,101    $789,971   $499,385  

Balance as of December 31, 2015

  $555,003   $136,079   $56,499    $93,001    $840,582   $521,213  
  

 

  

 

  

 

   

 

   

 

  

 

   

 

  

 

  

 

   

 

   

 

  

 

 

The gross carrying amounts and accumulated amortization relating to other intangible assets at December 31, 20132015 and 20122014 is as follows (in thousands):

 

  2013   2012   2015   2014 
  Gross
Carrying
Amount
   Accumulated
Amortization
 Net   Gross
Carrying
Amount
   Accumulated
Amortization
 Net   Gross
Carrying
Amount
   Accumulated
Amortization
 Net   Gross
Carrying
Amount
   Accumulated
Amortization
 Net 

Customer relationships

  $412,634    $(59,686 $352,948    $209,328    $(38,030 $171,298    $494,516    $(115,636 $378,880    $477,484    $(88,923 $388,561  

Trademarks

   149,949     (5,018  144,931     29,337     (1,944  27,393     153,346     (11,922  141,424     166,507     (8,654  157,853  

Non-competition agreements

   7,306     (5,800  1,506     4,483     (3,375  1,108     5,765     (4,856  909     6,062     (4,961  1,101  
  

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

  

 

 
  $569,889    $(70,504 $499,385    $243,148    $(43,349 $199,799    $653,627    $(132,414 $521,213    $650,053    $(102,538 $547,515  
  

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

  

 

 

Amortization expense for other intangible assets totaled $28,987,000, $12,991,000,$34,878,000, $36,867,000, and $6,774,000$28,987,000 for the years ended December 31, 2013, 2012,2015, 2014, and 2011,2013, respectively. Estimated other intangible assets amortization expense for the succeeding five years is as follows (in thousands):

 

2014

  $31,000  

2015

   30,000  

2016

   30,000    $35,000  

2017

   30,000     35,000  

2018

   29,000     35,000  

2019

   34,000  

2020

   34,000  
  

 

   

 

 
  $150,000    $173,000  
  

 

   

 

 

F-14


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

 

3.Credit Facilities

The principal amounts of the Company’s borrowings subject to variable rates totaled approximately $264,658,000$125,000,000 and $265,466,000 at December 31, 2013. There were no amounts subject to variable rates at December 31, 2012.2015 and 2014, respectively. The weighted average interest rate on the Company’s outstanding borrowings was approximately 2.82%2.76% and 2.46% at December 31, 20132015 and 4.01% at December 31, 2012.2014, respectively.

The Company maintains an $850,000,000a $1,200,000,000 unsecured revolving line of credit with a consortium of financial institutions, thatwhich matures in September 2017June 2020 with two optional one year extensions and bears interest at LIBOR plus a margin, which is based on the Company’s leverage ratio (0.92%(1.17% at December 31, 2013)2015). The Company also has the option under this agreement to increase its borrowing an additional $350,000,000, as well as an option to decrease the borrowing capacity or terminate the Syndicated Facilityfacility with appropriate notice. At December 31, 2013,2015 and 2014, approximately $264,658,000 was outstanding under this line of credit. No amounts$125,000,000 and $265,466,000 were outstanding under this line of credit, at December 31, 2012.respectively.

Certain borrowings require the Company to comply with a financial covenant with respect to a maximum debt-to-capitalization ratio. At December 31, 2013,2015, the Company was in compliance with all such covenants. Due to the workers’ compensation and insurance reserve requirements in certain states, the Company also had unused letters of credit of $61,617,000$62,874,000 and $61,119,000$62,515,000 outstanding at December 31, 20132015 and 2012,2014, respectively.

Amounts outstanding under the Company’s credit facilities consist of the following:

 

  December 31   December 31 
  2013   2012   2015   2014 
  (In Thousands)   (In Thousands) 

Unsecured revolving line of credit, $850,000,000, LIBOR plus 0.75% variable

  $264,658    $  

Unsecured revolving line of credit, $1,200,000,000, LIBOR plus 0.75% variable

  $125,000    $265,466  

Unsecured term notes:

        

November 30, 2008, Series C Senior Unsecured Notes, $250,000,000, 4.67% fixed, due November 30, 2013

        250,000  

November 30, 2011, Series D and E Senior Unsecured Notes, $250,000,000, 3.35% fixed, due November 30, 2016

   250,000     250,000     250,000     250,000  

December 2, 2013, Series F Senior Unsecured Notes, $250,000,000, 2.99% fixed, due December 2, 2023

   250,000          250,000     250,000  
  

 

   

 

   

 

   

 

 

Total debt

   764,658     500,000     625,000     765,466  

Less debt due within one year

   264,658     250,000     375,000     265,466  
  

 

   

 

   

 

   

 

 

Long-term debt, excluding current portion

  $500,000    $250,000    $250,000    $500,000  
  

 

   

 

   

 

   

 

 

Approximate maturities under the Company’s credit facilities are as follows (in thousands):

 

F-15

2016

  $375,000  

2017

     

2018

     

2019

     

2020

     

Thereafter

   250,000  
  

 

 

 
  $625,000  
  

 

 

 


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

 

4.Leased Properties

Future minimum payments, by year and in the aggregate, under the noncancelable operating leases with initial or remaining terms of one year or more was approximately the following at December 31, 20132015 (in thousands):

 

2014

  $191,400  

2015

   151,100  

2016

   110,200    $207,800  

2017

   76,400     163,100  

2018

   50,000     118,300  

2019

   78,000  

2020

   48,400  

Thereafter

   149,500     152,300  
  

 

   

 

 

Total minimum lease payments

  $728,600    $767,900  
  

 

   

 

 

Rental expense for operating leases was approximately $254,000,000, $233,000,000, and $208,000,000 $158,200,000,for 2015, 2014, and $154,500,000 for 2013, 2012, and 2011, respectively.

 

5.Share-Based Compensation

At December 31, 2013,2015, total compensation cost related to nonvested awards not yet recognized was approximately $26,000,000.$33,000,000. The weighted-average period over which this compensation cost is expected to be recognized is approximately three years. The aggregate intrinsic value for optionsSARs and RSUs outstanding at December 31, 20132015 and 20122014 was approximately $154,000,000$104,000,000 and $90,300,000,$198,100,000, respectively. The aggregate intrinsic value for optionsSARs and RSUs vested totaled approximately $93,600,000$65,000,000 and $57,600,000$116,200,000 at December 31, 20132015 and 2012,2014, respectively. At December 31, 2013,2015, the weighted-average contractual life for outstanding and exercisable optionsSARs and RSUs was six and five years, respectively. Share-based compensation costcosts of $17,717,000, $16,239,000, and $12,648,000, $10,747,000, and $7,547,000, waswere recorded for the years ended December 31, 2013, 2012,2015, 2014, and 2011,2013, respectively. The total income tax benefitbenefits recognized in the consolidated statements of income and comprehensive income for share-based compensation arrangements waswere approximately $7,100,000, $6,500,000, and $5,100,000 $4,300,000,for 2015, 2014, and $3,000,000, for 2013, 2012, and 2011, respectively. There have been no modifications to valuation methodologies or methods during the years ended December 31, 2013, 2012, and 2011.2015, 2014, or 2013.

For the years ended December 31, 2013, 20122015, 2014, and 20112013, the fair valuevalues for options and SARs granted waswere estimated using a Black-Scholes option pricing model with the following weighted-average assumptions, respectively: risk-free interest rate of 2.0%, 2.0%2.8%, and 3.6%2.0%; dividend yield of 3.2%2.6%, 3.3%2.8%, and 3.8%3.2%; annual historical volatility factor of the expected market price of the Company’s common stock of 19% for each of the three years; an average expected life and estimated turnover based on the historical pattern of existing grants of approximately seven years and 5.0%5.4%, respectively. The fair value of RSUs is based on the price of the Company’s stock on the date of grant. The total fair value of shares vested during the years ended December 31, 2015, 2014, and 2013 2012,were $15,200,000, $13,800,000, and 2011, was $8,100,000, $6,700,000, and $7,200,000, respectively.

F-16


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

 

A summary of the Company’s share-based compensation activity and related information is as follows:

 

  2013   2015 
  Shares (1) Weighted-
Average
Exercise
Price (2)
   Shares (1)   Weighted-
Average
Exercise
Price (2)
 
  (In Thousands)     (In Thousands)     

Outstanding at beginning of year

   5,100   $50     3,923    $64  

Granted

   900    77     887     92  

Exercised

   (1,335  45     (540   54  

Forfeited

   (85  63     (89   81  
  

 

    

 

   

Outstanding at end of year (3)

   4,580   $56     4,181    $71  
  

 

    

 

   

Exercisable at end of year

   2,601   $48     2,437    $61  
  

 

    

 

   

Shares available for future grants

   2,743      10,000    
  

 

    

 

   

 

(1)Shares includeRestricted Stock Units (RSUs).

 

(2)The weighted-average exercise price excludes RSUs.

 

(3)The exercise prices for options and SARs outstanding as of December 31, 20132015 ranged from approximately $37$42 to $77.$92. The weighted-average remaining contractual life of all options and SARs outstanding is approximately six years.

The weighted-average grant date fair value of options and SARs granted during the years 2015, 2014, and 2013 2012,was $13.53, $13.77, and 2011 was $10.14, $7.96, and $8.18, respectively. The aggregate intrinsic value of optionsSARs and RSUs exercised during the years ended December 31, 2015, 2014, and 2013 2012,was $30,100,000, $65,200,000, and 2011 was $43,900,000, $41,500,000,respectively.

In 2015, the Company granted approximately 711,000 SARs and $25,100,000.

176,000 RSUs. In 2014, the Company granted approximately 680,000 SARs and 165,000 RSUs. In 2013, the Company granted approximately 727,000 SARs and 172,000 RSUs. In 2012, the Company granted approximately 858,000 SARs and 145,000 RSUs. In 2011, the Company granted approximately 1,028,000 SARs and 126,000 RSUs.

A summary of the Company’s nonvested share awards (RSUs) activity is as follows:

 

Nonvested Share Awards (RSUs)

  Shares Weighted-
Average Grant
Date Fair
Value
   Shares   Weighted-
Average  Grant
Date Fair
Value
 
  (In Thousands)     (In Thousands)     

Nonvested at January 1, 2013

   316   $54  

Nonvested at January 1, 2015

   420    $72  

Granted

   172    78     176     92  

Vested

   (18  77     (123   62  

Forfeited

   (26  72     (40   76  
  

 

    

 

   

Nonvested at December 31, 2013

   444   $62  

Nonvested at December 31, 2015

   433    $82  
  

 

    

 

   

For the years ended December 31, 2015, 2014, and 2013 2012,approximately $7,000,000, $17,800,000, and 2011 approximately $12,900,000, $11,000,000, and $5,400,000, respectively, of excess tax benefits waswere classified as a financing cash inflow.

F-17


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)inflows.

 

6.Income Taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. As of

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2013,2015

December 31, 2015, the Company has not provided Federal income taxes on approximately $552,000,000$623,000,000 of cumulative undistributed earnings of its foreign subsidiaries. The Company intends to reinvest these earnings to fund expansion in these and other markets outside the Company’sU.S. Accordingly, the Company has not provided any provision for income tax expense in excess of foreign subsidiaries is consideredjurisdiction income tax requirements relative to be indefinitely reinvested. As such no U.S. federalundistributed earnings in the accompanying consolidated financial statements. Due to the complexities associated with the hypothetical calculation to determine residual taxes on the undistributed earnings, including the availability of foreign tax credits, applicability of any additional local withholding tax and state income taxes have been provided thereon, andother indirect tax consequence that may arise due to the distribution of these earnings, the Company has concluded it is not practicable to determine the amount of the related unrecognized deferred income tax liability. liability related to the undistributed earnings.

In November 2015, the FASB issued ASU 2015-17,Balance Sheet Classification of Deferred Taxes, which amends the existing guidance to require presentation of deferred tax assets and liabilities as noncurrent within a classified statement of financial position. The Company adopted the guidance, on a prospective basis, at December 31, 2015.

Significant components of the Company’s deferred tax assets and liabilities are as follows:

 

  2013 2012   2015   2014 
  (In Thousands)   (In Thousands) 

Deferred tax assets related to:

       

Expenses not yet deducted for tax purposes

  $343,156   $362,265    $318,368    $337,792  

Pension liability not yet deducted for tax purposes

   227,880    405,048     347,263     341,904  

Capital loss

       16,803  

Valuation allowance

       (16,803
  

 

  

 

   

 

   

 

 
   571,036    767,313     665,631     679,696  
  

 

  

 

   

 

   

 

 

Deferred tax liabilities related to:

       

Employee and retiree benefits

   188,235    205,268     249,126     227,926  

Inventory

   152,641    191,047     147,199     152,913  

Other intangible assets

   110,272    23,295     111,305     105,482  

Property, plant, and equipment

   53,751    41,130     58,496     59,600  

Other

   29,733    28,321     31,664     30,641  
  

 

  

 

   

 

   

 

 
   534,632    489,061     597,790     576,562  
  

 

  

 

   

 

   

 

 

Net deferred tax assets

   36,404    278,252     67,841     103,134  

Current portion of deferred tax (assets) liabilities

   (22,165  1,211  

Current portion of deferred tax assets

        (30,282
  

 

  

 

   

 

   

 

 

Noncurrent net deferred tax assets

  $14,239   $279,463    $67,841    $72,852  
  

 

  

 

   

 

   

 

 

The current portion of the deferred tax assets and liabilities are included in prepaid expenses and other current assets and income taxes payable,other current liabilities, respectively, in the consolidated balance sheets.sheet at December 31, 2014.

The components of income before income taxes are as follows:

 

  2013   2012   2011   2015   2014   2013 
  (In Thousands)   (In Thousands) 

United States

  $850,866    $903,698    $784,841    $1,004,919    $978,824    $850,866  

Foreign

   193,438     115,234     105,965     118,762     138,915     193,438  
  

 

   

 

   

 

   

 

   

 

   

 

 

Income before income taxes

  $1,044,304    $1,018,932    $890,806    $1,123,681    $1,117,739    $1,044,304  
  

 

   

 

   

 

   

 

   

 

   

 

 

F-18


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

 

The components of income tax expense are as follows:

 

  2013 2012   2011   2015   2014   2013 
  (In Thousands)   (In Thousands) 

Current:

           

Federal

  $303,016   $288,135    $260,222    $309,403    $224,591    $303,016  

State

   47,010    44,653     41,511     45,460     43,513     47,010  

Foreign

   30,941    23,352     26,294     27,602     84,030     30,941  

Deferred

   (21,622  14,751     (2,337   35,544     54,319     (21,622
  

 

  

 

   

 

   

 

   

 

   

 

 
  $359,345   $370,891    $325,690    $418,009    $406,453    $359,345  
  

 

  

 

   

 

   

 

   

 

   

 

 

The reasons for the difference between total tax expense and the amount computed by applying the statutory Federal income tax rate to income before income taxes are as follows:

 

  2013 2012 2011   2015   2014   2013 
  (In Thousands)   (In Thousands) 

Statutory rate applied to income

  $365,506   $356,626   $311,782    $393,288    $391,209    $365,506  

Plus state income taxes, net of Federal tax benefit

   28,823    30,227    26,790     32,295     32,646     28,823  

Earnings in jurisdictions taxed at rates different from the statutory US tax rate

   (37,873  (17,419  (13,443   (13,684   (3,453   (37,873

Foreign tax credit

   (264   (20,170     

Capital loss expiration

   16,803                       16,803  

Reversal of capital loss valuation allowance

   (16,803                     (16,803

Other

   2,889    1,457    561     6,374     6,221     2,889  
  

 

  

 

  

 

   

 

   

 

   

 

 
  $359,345   $370,891   $325,690    $418,009    $406,453    $359,345  
  

 

  

 

  

 

   

 

   

 

   

 

 

The Company, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions. With few exceptions, the Company is no longer subject to federal, state and local tax examinations by tax authorities for years before 2009 or subject to non-United States income tax examinations for years ended prior to 2002.2008. The Company is currently under audit in the United States and Canada. Some audits may conclude in the next twelve months and the unrecognized tax benefits recorded in relation to the audits may differ from actual settlement amounts. It is not possible to estimate the effect, if any, of the amount of such change during the next twelve months to previously recorded uncertain tax positions in connection with the audits. However, the Company does not anticipate total unrecognized tax benefits will significantly change during the year due to the settlement of audits and the expiration of statutes of limitations.

A reconciliation of the beginning and ending amountamounts of unrecognized tax benefits is as follows:

 

  2013 2012 2011   2015   2014   2013 
  (In Thousands)   (In Thousands) 

Balance at beginning of year

  $45,455   $46,845   $39,425    $17,581    $47,190    $45,455  

Additions based on tax positions related to the current year

   3,238    5,702    6,035     1,969     3,303     3,238  

Additions for tax positions of prior years

   3,759    2,172    7,966     61     6,415     3,759  

Reductions for tax positions for prior years

   (1,472  (5,025  (481   (3,152   (851   (1,472

Reduction for lapse in statute of limitations

   (1,714  (2,658  (4,563   (425   (481   (1,714

Settlements

   (2,076  (1,581  (1,537   (219   (37,995   (2,076
  

 

  

 

  

 

   

 

   

 

   

 

 

Balance at end of year

  $47,190   $45,455   $46,845    $15,815    $17,581    $47,190  
  

 

  

 

  

 

   

 

   

 

   

 

 

F-19


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

 

The amount of gross tax effected unrecognized tax benefits, including interest and penalties, as of December 31, 20132015 and 20122014 was approximately $59,530,000$17,684,000 and $58,020,000,$19,497,000, respectively, of which approximately $18,287,000$9,317,000 and $17,615,000,$11,106,000, respectively, if recognized, would affect the effective tax rate. During 2014, the Company settled certain transfer pricing methodologies with tax authorities, and on a consolidated basis, the difference, in related payments and refunds and the amount reflected in the tax reserves, was not material.

During the years ended December 31, 2013, 2012,2015, 2014, and 2011,2013, the Company paid interest and penalties of approximately $405,000, $493,000,$1,051,000, $14,000,000, and $759,000,$405,000, respectively. The Company had approximately $12,340,000$1,746,000 and $12,565,000$1,916,000 of accrued interest and penalties at December 31, 20132015 and 2012,2014, respectively. The Company recognizes potential interest and penalties related to unrecognized tax benefits as a component of income tax expense.

 

7.Employee Benefit Plans

The Company’s defined benefit pension plans cover employees in the U.S. and Canada who meet eligibility requirements. The plan covering U.S. employees is noncontributory and benefitsnoncontributory. As of December 31, 2013, the Company implemented a hard freeze for the U.S. qualified defined benefit plan. Therefore, no further benefit accruals were provided after that date for additional credited service or earnings. In addition, all participants who are based on the employees’ compensation during the highest fiveemployed after December 31, 2013 became fully vested as of their last ten years of credited service.December 31, 2013. The Canadian plan is contributory and benefits are based on career average compensation. The Company’s funding policy is to contribute an amount equal to the minimum required contribution under applicable pension legislation. The Company may increase its contribution above the minimum, if appropriate to its tax and cash position and the plans’ funded position.

In December 2012, the U.S. defined benefit plan was amended to reflect a hard freeze as of December 31, 2013. Therefore, no further benefit accruals were provided after that date for additional credited service or earnings. In addition, all participants will became fully vested as of December 31, 2013. The Company recognized a one-time noncash curtailment gain in 2012 of $23,507,000 in connection with this amendment.

The Company also sponsors supplemental retirement plans covering employees in the U.S. and Canada. The Company uses a measurement date of December 31 for its pension plans.

Several assumptions are used to determine the benefit obligations, plan assets, and net periodic (income) cost. The discount rate for the pension plans is calculated using a bond matching approach to select specific bonds that would satisfy the projected benefit payments. The bond matching approach reflects the process that would be used to settle the pension obligations. The expected return on plan assets is based on a calculated market-related value of plan assets, where gains and losses on plan assets are amortized over a five year period and accumulate in other comprehensive income. Other non-investment unrecognized gains and losses are amortized in future net income based on a “corridor” approach, where the corridor is equal to 10% of the greater of the benefit obligation or the market-related value of plan assets at the beginning of the year. The unrecognized gains and losses in excess of the corridor criteria are amortized over the average future lifetime or service of plan participants, depending on the plan. These assumptions are updated at each annual measurement date.

Changes in benefit obligations for the years ended December 31, 20132015 and 20122014 were:

 

   2013  2012 
   (In Thousands) 

Changes in benefit obligation

   

Benefit obligation at beginning of year

  $2,165,692   $1,958,399  

Service cost

   19,083    15,254  

Interest cost

   89,408    100,338  

Plan participants’ contributions

   3,543    3,962  

Plan amendments

       (4,217

Actuarial (gain) loss

   (164,784  330,028  

Foreign currency exchange rate changes

   (13,893  5,489  

Gross benefits paid

   (73,186  (67,767

Acquired plan

   9,322      

Curtailments

       (175,794
  

 

 

  

 

 

 

Benefit obligation at end of year

  $2,035,185   $2,165,692  
  

 

 

  

 

 

 

The benefit obligations for the Company’s U.S. pension plans included in the above were $1,838,810,000 and $1,955,414,000 at December 31, 2013 and 2012, respectively. The total accumulated benefit obligation for the Company’s defined benefit pension plans was approximately $2,017,619,000 and $2,112,134,000 at December 31, 2013 and 2012, respectively.

   2015   2014 
   (In Thousands) 

Changes in benefit obligation

    

Benefit obligation at beginning of year

  $2,352,094    $2,035,185  

Service cost

   8,562     7,824  

Interest cost

   98,088     102,465  

Plan participants’ contributions

   2,838     3,526  

Actuarial (gain) loss

   (139,573   346,875  

Foreign currency exchange rate changes

   (35,082   (18,697

Gross benefits paid

   (87,571   (125,084
  

 

 

   

 

 

 

Benefit obligation at end of year

  $2,199,356    $2,352,094  
  

 

 

   

 

 

 

F-20


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

The actuarial loss incurred in the year ended December 31, 2014 is primarily attributable to a lower discount rate, as well as changes in the mortality assumptions.

The benefit obligations for the Company’s U.S. pension plans included in the above were $2,012,935,000 and $2,135,827,000 at December 31, 2015 and 2014, respectively. The total accumulated benefit obligation for the Company’s defined benefit pension plans in the U.S. and Canada was approximately $2,179,626,000 and $2,328,489,000 at December 31, 2015 and 2014, respectively.

The assumptions used to measure the pension benefit obligations for the plans at December 31, 20132015 and 2012,2014, were:

 

  2013 2012   2015 2014 

Weighted-average discount rate

   5.10  4.17   4.82  4.26

Rate of increase in future compensation levels

   3.04  3.30   3.12  3.07

Changes in plan assets for the years ended December 31, 20132015 and 20122014 were:

 

  2013 2012   2015 2014 
  (In Thousands)   (In Thousands) 

Changes in plan assets

      

Fair value of plan assets at beginning of year

  $1,595,679   $1,470,030    $2,021,837   $1,933,063  

Actual return on plan assets

   336,151    168,491     (45,529  174,652  

Foreign currency exchange rate changes

   (12,155  4,498     (33,382  (17,616

Employer contributions

   74,347    16,465     54,543    53,296  

Acquired plan

   8,684      

Plan participants’ contributions

   3,543    3,962     2,838    3,526  

Benefits paid

   (73,186  (67,767   (87,571  (125,084
  

 

  

 

   

 

  

 

 

Fair value of plan assets at end of year

  $1,933,063   $1,595,679    $1,912,736   $2,021,837  
  

 

  

 

   

 

  

 

 

The fair values of plan assets for the Company’s U.S. pension plans included in the above were $1,745,769,000$1,731,368,000 and $1,425,047,000$1,819,747,000 at December 31, 20132015 and 2012,2014, respectively.

The asset allocations for the Company’s funded pension plans at December 31, 20132015 and 2012,2014, and the target allocation for 2014,2016, by asset category were:

 

  Target
Allocation

2014
  Percentage of
Plan Assets  at
December 31
   Target
Allocation
2016
  Percentage of
Plan Assets  at
December 31
 
   2013 2012    2015 2014 

Asset Category

        

Equity securities

   71  76  68   71  69  70

Debt securities

   29  24  32   29  31  30
  

 

  

 

  

 

   

 

  

 

  

 

 
   100  100  100   100  100  100
  

 

  

 

  

 

   

 

  

 

  

 

 

The Company’s benefit plan committees in the U.S. and Canada establish investment policies and strategies and regularly monitor the performance of the funds. The pension plan strategy implemented by the Company’s management is to achieve long-term objectives and invest the pension assets in accordance with the applicable pension legislation in the U.S. and Canada, as well as fiduciary standards. The long-term primary investment objectives for the pension plans are to provide for a reasonable amount of long-term growth of capital, without

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

undue exposure to risk, protect the assets from erosion of purchasing power, and provide investment results that meet or exceed the pension plans’ actuarially assumed long-term rates of return. The Company’s investment strategy with respect to pension plan assets is to generate a return in excess of the passive portfolio benchmark (49% S&P 500 Index, 5% Russell Mid Cap Index, 8% Russell 2000 Index, 5% MSCI EAFE Index, 5% DJ Global Moderate Index, and 28% BarCap U.S. Govt/Credit).

The fair values of the plan assets as of December 31, 20132015 and 2012,2014, by asset category, are shown in the tables below. Various inputs are considered when determining the value of the Company’s pension plan assets.

F-21


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. Level 1 represents observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 represents other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.). Level 3 represents significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).

The valuation methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Equity securities are valued at the closing price reported on the active market on which the individual securities are traded on the last day of the calendar plan year. Debt securities including corporate bonds, U.S. Government securities, and asset-backed securities are valued using price evaluations reflecting the bid and/or ask sides of the market for an investment as of the last day of the calendar plan year.

 

  2013   2015 
  Total   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Observable
Inputs

(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Total   Quoted
Prices

in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
  (In Thousands)   (In Thousands) 

Equity Securities

                

Common stocks — mutual funds — equity

  $505,572    $505,572    $    $    $349,852    $349,852    $    $  

Genuine Parts Company

   167,788     167,788            

Genuine Parts Company common stock

   173,363     173,363            

Other stocks

   791,728     791,728               793,229     792,624          605  

Debt Securities

                

Short-term investments

   59,058     59,058               46,195     46,195            

Cash and equivalents

   9,022     9,022               2,978     2,978            

Government bonds

   144,447     61,171     83,276          193,436     109,559     83,877       

Corporate bonds

   123,773          123,773          172,119          172,119       

Asset-backed and mortgage-backed securities

   19,345          19,345       

Asset-backed and mortgage–backed securities

   27,510          27,510       

Convertible securities

   434          434       

Other-international

   12,072     11,200     872          21,137     20,785     352       

Municipal bonds

   1,304          1,304          5,857          5,857       

Municipal funds-fixed income

   96,231          96,231       

Mutual funds — fixed income

   123,895          123,895       

Other

        

Cash surrender value of life insurance policies

   2,723               2,723     2,731               2,731  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $1,933,063    $1,605,539    $324,801    $2,723    $1,912,736    $1,495,356    $414,044    $3,336  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

F-22


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

   2012 
   Total   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Observable
Inputs

(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (In Thousands) 

Equity Securities

        

Common stocks — mutual funds — equity

  $342,846    $342,846    $    $  

Genuine Parts Company

   128,236     128,236            

Other stocks

   608,017     608,017            

Debt Securities

        

Short-term investments

   37,626     37,626            

Cash and equivalents

   45,719     45,719            

Government bonds

   166,413     74,707     91,706       

Corporate bonds

   127,824          127,824       

Asset-backed and mortgage-backed securities

   24,077          24,077       

Other-international

   10,188     10,188            

Municipal bonds

   532          532       

Municipal funds-fixed income

   101,578          101,578       

Cash surrender value of life insurance policies

   2,623               2,623  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,595,679    $1,247,339    $345,717    $2,623  
  

 

 

   

 

 

   

 

 

   

 

 

 

   2014 
   Total   Quoted
Prices

in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (In Thousands) 

Equity Securities

        

Common stocks — mutual funds — equity

  $366,716    $366,716    $    $  

Genuine Parts Company common stock

   215,477     215,477            

Other stocks

   822,782     822,782            

Debt Securities

        

Short-term investments

   41,882     41,882            

Cash and equivalents

   8,921     8,921            

Government bonds

   192,413     96,480     95,933       

Corporate bonds

   178,214          178,214       

Asset-backed and mortgage–backed securities

   27,756          27,756       

Convertible securities

   633          633       

Other-international

   25,137     21,815     3,322       

Municipal bonds

   6,435          6,435       

Mutual funds — fixed income

   132,752          132,752       

Other

        

Options and futures

   7     7            

Cash surrender value of life insurance policies

   2,712               2,712  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $2,021,837    $1,574,080    $445,045    $2,712  
  

 

 

   

 

 

   

 

 

   

 

 

 

Equity securities include Genuine Parts Company common stock in the amounts of $167,788,000 (8.7%$173,363,000 (9% of total plan assets) and $128,236,000 (8.0%$215,477,000 (11% of total plan assets) at December 31, 20132015 and 2012,2014, respectively. Dividend payments received by the plan on Company stock totaled approximately $4,336,000$4,965,000 and $3,994,000$4,650,000 in 20132015 and 2012,2014, respectively. Fees paid during the year for services rendered by parties in interest were based on customary and reasonable rates for such services.

The changes in the fair value measurement of plan assets using significant unobservable inputs (Level 3) during 20132015 and 20122014 were not material.

Based on the investment policy for the pension plans, as well as an asset study that was performed based on the Company’s asset allocations and future expectations, the Company’s expected rate of return on plan assets for measuring 20142016 pension cost or income is 7.85%7.83% for the plans. The asset study forecasted expected rates of return for the approximate duration of the Company’s benefit obligations, using capital market data and historical relationships.

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

The following table sets forth the funded status of the plans and the amounts recognized in the consolidated balance sheets at December 31:

 

   2013  2012 
   (In Thousands) 

Other long-term asset

  $41,919   $4,021  

Other current liability

   (5,976  (5,402

Pension and other post-retirement liabilities

   (138,065  (568,632
  

 

 

  

 

 

 
  $(102,122 $(570,013
  

 

 

  

 

 

 

F-23


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

   2015   2014 
   (In Thousands) 

Other long-term asset

  $3,336    $4,247  

Other current liability

   (7,432   (6,740

Pension and other post-retirement liabilities

   (282,524   (327,764
  

 

 

   

 

 

 
  $(286,620  $(330,257
  

 

 

   

 

 

 

Amounts recognized in accumulated other comprehensive loss (income) consist of:

 

  2013 2012   2015   2014 
  (In Thousands)   (In Thousands) 

Net actuarial loss

  $590,568   $1,043,089    $882,464    $875,788  

Prior service credit

   (3,074  (10,612   (1,814   (2,436
  

 

  

 

   

 

   

 

 
  $587,494   $1,032,477    $880,650    $873,352  
  

 

  

 

   

 

   

 

 

The following table reflects the total benefits expected to be paid from the pension plans’ or the Company’s assets. Of the pension benefits expected to be paid in 2014,2016, approximately $5,978,000$7,382,000 is expected to be paid from employer assets. Expected employer contributions below reflect amounts expected to be contributed to funded plans. Information about the expected cash flows for the pension plans follows (in thousands):

 

Employer contribution

  

2014 (expected)

  $50,605  

Expected benefit payments

  

2014

  $79,073  

2015

   88,704  

2016

   96,385  

2017

   104,225  

2018

   112,082  

2019 through 2023

   662,040  

Employer contribution

  

2016 (expected)

  $49,000  

Expected benefit payments:

  

2016

  $93,000  

2017

   102,000  

2018

   109,000  

2019

   116,000  

2020

   124,000  

2021 through 2025

   703,000  

Net periodic benefit (income) cost included the following components:

 

  2013 2012 2011   2015   2014   2013 
  (In Thousands)   (In Thousands) 

Service cost

  $19,083   $15,254   $13,039    $8,562    $7,824    $19,083  

Interest cost

   89,408    100,338    97,293     98,088     102,465     89,408  

Expected return on plan assets

   (133,816  (128,208  (124,150   (150,130   (144,746   (133,816

Amortization of prior service credit

   (7,538  (7,270  (6,970   (565   (1,890   (7,538

Amortization of actuarial loss

   83,934    70,161    53,039     38,197     26,791     83,934  

Curtailment gain

       (23,507    
  

 

  

 

  

 

   

 

   

 

   

 

 

Net periodic benefit cost

  $51,071   $26,768   $32,251  

Net periodic benefit (income) cost

  $(5,848  $(9,556  $51,071  
  

 

  

 

  

 

 �� 

 

   

 

   

 

 

F-24


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

 

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) income are as follows:

 

   2013  2012  2011 
   (In Thousands) 

Current year actuarial (gain) loss

  $(368,587 $114,061   $311,038  

Recognition of actuarial loss

   (83,934  (70,161  (53,039

Current year prior service credit

       (4,217    

Recognition of prior service credit

   7,538    30,777    6,970  
  

 

 

  

 

 

  

 

 

 

Total recognized in other comprehensive (loss) income

  $(444,983 $70,460   $264,969  
  

 

 

  

 

 

  

 

 

 

Total recognized in net periodic benefit cost and other comprehensive (loss) income

  $(393,912 $97,228   $297,220  
  

 

 

  

 

 

  

 

 

 
    2015  2014  2013 
   (In Thousands) 

Current year actuarial loss (gain)

  $44,930   $312,011   $(368,587

Recognition of actuarial loss

   (38,197  (26,791  (83,934

Recognition of prior service credit

   565    638    7,538  
  

 

 

  

 

 

  

 

 

 

Total recognized in other comprehensive income (loss)

  $7,298   $285,858   $(444,983
  

 

 

  

 

 

  

 

 

 

Total recognized in net periodic benefit (income) cost and other comprehensive income (loss)

  $1,450   $276,303   $(393,912
  

 

 

  

 

 

  

 

 

 

The estimated amounts that will be amortized from accumulated other comprehensive loss (income) into net periodic benefit cost in 20142016 are as follows in thousands:

 

Actuarial loss

  $26,606    $31,146  

Prior service credit

   (1,904   (430
  

 

   

 

 

Total

  $24,702    $30,716  
  

 

   

 

 

The assumptions used in measuring the net periodic benefit costs(income) cost for the plans follow:

 

  2013 2012 2011   2015 2014 2013 

Weighted average discount rate

   4.17  5.17  5.74   4.26  5.10  4.17

Rate of increase in future compensation levels

   3.30  3.30  3.39   3.07  3.04  3.30

Expected long-term rate of return on plan assets

   7.83  7.84  7.87   7.85  7.85  7.83

ThePrior to 2014, the Company hashad two defined contribution plans that covercovered substantially all of its domestic employees. The Company’s matching contributions arewere determined based on the employee’s participation in the U.S. pension plan. Prior to 2014, U.S. pension plan participants who continuecontinued earning credited service after 2008 receivereceived a matching contribution of 20% of the first 6% of the employee’s salary. Other employees receivereceived a matching contribution of 100% of the first 5% of the employee’s salary. In December 2012, the Company approved an amendment to merge theThe two plans were merged effective January 1, 2014. Beginning in 2014, all employees will receive a matching contribution of 100% of the first 5% of the employees’ salary. Total plan expense for both plans was approximately $55,066,000 in 2015, $53,351,000 in 2014, and $43,236,000 in 2013, $43,155,000 in 2012, and $38,773,000 in 2011.2013.

 

8.Guarantees

The Company guarantees the borrowings of certain independently controlled automotive parts stores (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 a controlling financial interest through ownership of a majority voting interest in the independent. The Company has no voting interest or other equity conversion rights in any of the independents. The Company does not control the independents or the affiliates, but receives a fee for the guarantee. 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 entity’s 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

F-25


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

marketing and promotional initiatives, pricing and selling activities, credit decisions, monitoring and maintaining appropriate inventories, and store hours. Separately, the Company concluded the affiliates are not variable interest entities. The Company’s maximum exposure to loss as a result of its involvement with these independents and affiliates is generally equal to the total borrowings subject to the Company’s guarantee. While such borrowings of the independents and affiliates are outstanding, the Company is required to maintain compliance with certain covenants, including a maximum debt to capitalization ratio and certain limitations on additional borrowings. At December 31, 2013,2015, the Company was in compliance with all such covenants.

At December 31, 2013,2015, the total borrowings of the independents and affiliates subject to guarantee by the Company were approximately $258,703,000.$332,632,000. These loans generally mature over periods from one to six years. In the event that the Company is required to make payments in connection with guaranteed obligations of the independents or the affiliates, the Company would obtain and liquidate certain collateral (e.g., accounts receivable and inventory) to recover all or a portion of the amounts paid under the guarantee. When it is deemed probable that the Company will incur a loss in connection with a guarantee, a liability is recorded equal to this estimated loss. To date, the Company has had no significant losses in connection with guarantees of independents’ and affiliates’ borrowings.

The Company has accruedrecognized certain assets and liabilities amounting to $35,000,000 and $29,000,000 for the guarantees related to the independents’ and affiliates’ borrowings as ofat December 31, 20132015 and 2012.2014, respectively. These assets and liabilities are not material to the financial position of the Company and are included in other assets and other long-term liabilities in the accompanying consolidated balance sheets.

 

9.Acquisitions

During 2015, the Company acquired one company in the Electrical/Electronic Materials Group, three companies in the Office Products Group, four companies in the Industrial Group, and five store groups in the Automotive Parts Group for approximately $120,000,000, net of cash acquired. During 2014, the Company acquired two companies each in the Automotive Group, Office Products Group, and Electrical/Electronic Materials Group and one company in the Industrial Group for approximately $260,000,000, net of cash acquired. During 2013, the Company acquired one company each in the Automotive Group (including GPC Asia Pacific), Industrial Group, and Electrical/Electronic Materials Group for approximately $650,000,000, net of cash acquired. During 2012, the Company acquired one company in the Automotive Group (Quaker City Motor Parts Co.) for approximately $343,000,000, net of cash acquired. During 2011, the Company acquired three companies in the Industrial Group and one company in the Electrical/Electronic Materials Group for approximately $115,600,000.

For each acquisition, the Company allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as of their respective acquisition dates. The results of operations for the acquired companies were included in the Company’s consolidated statements of income and comprehensive income beginning on their respective acquisition dates. The Company recorded approximately $950,000,000, $230,000,000$90,000,000, $200,000,000 and $78,210,000$950,000,000 of goodwill and other intangible assets associated with the 2013, 2012,2015, 2014, and 20112013 acquisitions, respectively.

For the 2015 acquisitions, other intangible assets acquired consisted of customer relationships of $39,000,000 with weighted average amortization lives of 15 years. For the 2014 acquisitions, other intangible assets acquired consisted of customer relationships of $82,000,000 and trademarks of $28,000,000 with weighted average amortization lives of 18 and 40 years, respectively. For the 2013 acquisitions, other intangible assets acquired consisted of customer relationships of $235,000,000, trademarks of $141,000,000, and non-competition agreements of $4,000,000 with weighted average amortization lives of 15, 40, and 1 years, respectively. For the 2012 acquisitions, other intangible assets acquired consisted of customer relationships of $108,000,000 and trademarks of $2,000,000, with weighted average amortization lives of 15 and 40 years, respectively. For the 2011 acquisitions, other intangible assets acquired consisted of customer relationships of $37,378,000, trademarks of $12,100,000, and non-competition agreements of $650,000, with weighted average amortization lives of 15, 40, and 5 years, respectively.

Additional disclosuresdisclosure on the 2013 automotive acquisition of GPC Asia Pacific and the 2012 automotive acquisition of Quaker City Motor Parts Co. areis provided below.

GPC Asia Pacific

The Company acquired a 30% investment in GPC Asia Pacific, formerly known as the Exego Group, for approximately $166,000,000 effective January 1, 2012. On April 1, 2013, the Company acquired the remaining

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

70% interest in GPC Asia Pacific for approximately $590,000,000, net of cash acquired of $70,000,000, and the

F-26


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

assumption of approximately $230,000,000 in debt. The acquisition was financed using a combination of cash on hand and borrowings under existing credit facilities. GPC Asia Pacific, which is headquartered in Melbourne, Australia, is a leading aftermarket distributor of automotive replacement parts and accessories in Australasia, with annual revenues of approximately $1,100,000,000$1,000,000,000 and a company-owned store footprint of more than 460approximately 500 locations across Australia and New Zealand. This acquisition provides an opportunity for the Company to participate in the ongoing and significant growth opportunities in the Australasian aftermarket.

The Company recognized certain one-time positive purchase accounting pre-tax adjustments of approximately $33,000,000, or $0.21 net of taxes on a per share diluted basis, as a result of the acquisition. The net one-time purchase accounting adjustments consisted of a gain of approximately $59,000,000 related to remeasuring the 30% investment in GPC Asia Pacific held before the business combination to fair value, the post-closing sale of acquired inventory written up to fair value of $21,000,000 as part of the purchase price allocation, and certain negative adjustments of approximately $5,000,000.

Prior to the 70% acquisition, the Company accounted for the 30% investment under the equity method of accounting. The acquisition-date fair value of the 30% investment was approximately $234,000,000 and is included in the measurement of the consideration transferred. The difference between the acquisition-date fair value and the carrying amount of the equity method investment resulted in the recognition of a gain of approximately $59,000,000 on the acquisition date. The acquisition-date fair value was determined using a market and income approach with the assistance of a third party valuation firm. Both approaches were given equal weight in the conclusion of fair value, which the Company believes is a reasonable approach. For the market approach, the Company utilized companies that are comparable in line of business, size, operating performance, and financial condition to GPC Asia Pacific to develop a market multiple. For the income approach, the Company utilized GPC Asia Pacific’s projected cash flows, an appropriate discount rate, and an expected long-term growth rate. For both approaches, the Company applied discounts for lack of control and lack of marketability.

As part of the allocation of purchase price described below, acquired inventory was written up to fair value, which was approximately $21,000,000 above the cost of the acquired inventory. Based on the inventory turn of the acquired inventories, the entire write-up was recognized in cost of goods sold during 2013.

The net $54,000,000 of one-time gain and other adjustments are included in the line item “Selling,selling, administrative &and other expenses”expenses and the acquired inventory adjustment of $21,000,000 is included in “Costcost of goods sold”sold in the consolidated statements of income and comprehensive income.income for the year ended December 31, 2013.

The acquisition date fair value of the consideration transferred totaled approximately $824,000,000, net of cash acquired of $70,000,000, which consisted of the following:

 

  April 1, 2013   April 1, 2013 
  (In Thousands)   (In Thousands) 

Cash

  $590,000    $590,000  

Fair value of 30% investment held prior to business combination

   234,000     234,000  
  

 

   

 

 

Total

  $824,000    $824,000  
  

 

   

 

 

F-27


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The Company is in the process of analyzing the estimated values of assets and liabilities acquired as of the acquisition date and is obtaining third-party valuations of certain intangible assets. The allocation of the purchase price is therefore preliminary and subject to revision.

 

  April 1, 2013   April 1, 2013 
  (In Thousands)   (In Thousands) 

Trade accounts receivable

  $94,000    $94,000  

Merchandise inventory

   306,000     306,000  

Prepaid expenses and other current assets

   32,000     31,000  

Property and equipment

   59,000     59,000  

Intangible assets

   347,000     347,000  

Other assets

   24,000     24,000  
  

 

   

 

 

Total identifiable assets acquired

   862,000     861,000  

Current liabilities

   (223,000   (224,000

Long-term debt

   (230,000   (230,000

Deferred tax liabilities and other

   (117,000   (125,000
  

 

   

 

 

Total liabilities assumed

   (570,000   (579,000
  

 

 

Net identifiable assets acquired

   292,000     282,000  

Goodwill

   532,000     542,000  
  

 

   

 

 

Net assets acquired

  $824,000    $824,000  
  

 

   

 

 

The acquired intangible assets of approximately $347,000,000 were provisionally assigned to customer relationships of $202,000,000, trademarks of $141,000,000, and non-compete agreements of $4,000,000, with weighted average amortization lives of 16, 40, and 1 year, respectively, for a total weighted average amortization life of 26 years. The fair value of the acquired identifiable intangible assets is provisional pending completion of the final valuations for these assets.

The estimated goodwill recognized as part of the acquisition is not tax deductible and has been assigned to the automotive segment. The goodwill is attributable primarily to expected synergies and the assembled workforce of GPC Asia Pacific.

The amounts of net sales and earnings of GPC Asia Pacific included in the Company’s consolidated statements of income and comprehensive income from April 1, 2013 to December 31, 2013 were approximately $839,000,000 in net sales and net income of $0.43 on a per share diluted basis, respectively.

The unaudited pro forma consolidated statements of income and comprehensive income of the Company as if GPC Asia Pacific had been included in the consolidated results of the Company for the yearsyear ended December 31, 2013 and 2012 would be estimated at $14,400,000,000 and $14,100,000,000 in net sales respectively, and net income of $4.42 and $4.53 on a per share diluted basis, respectively.basis. The pro forma information is not necessarily indicative of the results of operations that we would have reported had the transaction actually occurred at the beginning of these periods,this period, nor is it necessarily indicative of future results.

The adjustments to the pro forma amounts include, but are not limited to, applying the Company’s accounting policies, amortization related to fair value adjustments to intangible assets, one-time purchase accounting adjustments, interest expense on acquisition related debt, and any associated tax effects.

F-28


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

Quaker City Motor Parts

On May 1, 2012 the Company acquired Quaker City Motor Parts Co. (“Quaker City”) for $343,000,000, net of cash acquired. Quaker City, headquartered in Middleton, Delaware, is a long-standing NAPA distributor with annual revenues of approximately $300,000,000. Quaker City serves approximately 260 auto parts stores, of which approximately 135 are company-owned. The Company funded the acquisition with cash on hand and short-term borrowings under credit facilities.

 

10.Segment Data

The Company’s reportable segments consist of automotive, industrial, office products, and electrical/electronic materials. Within the reportable segments, certain of the Company’s operating segments are aggregated since they have similar economic characteristics, products and services, type and class of customers, and distribution methods.

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

The Company’s automotive segment distributes replacement parts (other than body parts) for substantially all makes and models of automobiles, trucks, and other vehicles.

The Company’s industrial segment distributes a wide variety of industrial bearings, mechanical and fluid power transmission equipment, including hydraulic and pneumatic products, material handling components, and related parts and supplies.

The Company’s office products segment distributes a wide variety of office products, computer supplies, office furniture, and business electronics.

The Company’s electrical/electronic materials segment distributes a wide variety of electrical/electronic materials, including insulating and conductive materials for use in electronic and electrical apparatus.

Inter-segment sales are not significant. Operating profit for each industry segment is calculated as net sales less operating expenses excluding general corporate expenses, interest expense, and equity in income from investees, amortization, and noncontrolling interests. Approximately $193,400,000, $115,200,000$118,800,000, $138,900,000 and $106,000,000$193,400,000 of income before income taxes was generated in jurisdictions outside the United States for the years ended December 31, 2013, 2012,2015, 2014, and 2011,2013, respectively. Net sales and net long-lived assetsproperty, plant and equipment by country relate directly to the Company’s operations in the respective country. Corporate assets are principally cash and cash equivalents and headquarters’ facilities and equipment.

F-29


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

December 31, 2015

 

For management purposes, net sales by segment exclude the effect of certain discounts, incentives, and freight billed to customers. The line item “other” represents the net effect of the discounts, incentives, and freight billed to customers that are reported as a component of net sales in the Company’s consolidated statements of income and comprehensive income.

 

  2013 2012 2011 2010 2009   2015 2014 2013 2012 2011 
  (In Thousands)   (In Thousands) 

Net sales:

            

Automotive

  $7,489,186   $6,320,882   $6,061,424   $5,608,101   $5,225,389    $8,015,098   $8,096,877   $7,489,186   $6,320,882   $6,061,424  

Industrial

   4,429,976    4,453,574    4,173,574    3,521,863    2,885,782     4,646,689    4,771,080    4,429,976    4,453,574    4,173,574  

Office products

   1,638,618    1,686,690    1,689,368    1,641,963    1,639,018     1,937,629    1,802,754    1,638,618    1,686,690    1,689,368  

Electrical/electronic materials

   568,872    582,820    557,537    449,770    345,808     750,770    739,119    568,872    582,820    557,537  

Other

   (48,809  (30,098  (23,026  (14,108  (38,485   (70,142  (68,183  (48,809  (30,098  (23,026
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total net sales

  $14,077,843   $13,013,868   $12,458,877   $11,207,589   $10,057,512    $15,280,044   $15,341,647   $14,077,843   $13,013,868   $12,458,877  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Operating profit:

            

Automotive

  $641,492   $540,678   $467,806   $421,109   $387,945    $729,152   $700,386   $641,492   $540,678   $467,806  

Industrial

   320,720    352,119    337,628    255,616    162,353     339,180    370,043    320,720    352,119    337,628  

Office products

   122,492    134,441    134,124    131,746    126,104     140,866    133,727    122,492    134,441    134,124  

Electrical/electronic materials

   47,584    50,910    40,663    30,910    25,254     70,151    64,884    47,584    50,910    40,663  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total operating profit

   1,132,288    1,078,148    980,221    839,381    701,656     1,279,349    1,269,040    1,132,288    1,078,148    980,221  

Interest expense, net

   (24,330  (19,619  (24,608  (26,598  (27,112   (20,354  (24,192  (24,330  (19,619  (24,608

Corporate expense

   (34,667  (26,606  (58,033  (46,263  (26,735   (100,436  (90,242  (34,667  (26,606  (58,033

Intangible asset amortization

   (28,987  (12,991  (6,774  (4,737  (3,644   (34,878  (36,867  (28,987  (12,991  (6,774
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Income before income taxes

  $1,044,304   $1,018,932   $890,806   $761,783   $644,165    $1,123,681   $1,117,739   $1,044,304   $1,018,932   $890,806  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Assets:

            

Automotive

  $4,009,244   $3,411,252   $3,218,931   $3,177,644   $3,148,876    $4,293,290   $4,275,298   $4,009,244   $3,411,252   $3,218,931  

Industrial

   1,162,697    1,130,877    1,100,024    955,241    865,431     1,143,952    1,224,735    1,162,697    1,130,877    1,100,024  

Office products

   708,944    731,564    700,720    694,166    619,612     831,546    835,592    708,944    731,564    700,720  

Electrical/electronic materials

   156,780    137,237    129,933    113,757    76,716     191,866    196,400    156,780    137,237    129,933  

Corporate

   353,276    898,292    773,391    637,871    445,705     322,323    327,623    353,276    898,292    773,391  

Goodwill and other intangible assets

   1,289,356    497,839    279,775    209,548    171,532     1,361,794    1,386,590    1,289,356    497,839    279,775  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total assets

  $7,680,297   $6,807,061   $6,202,774   $5,788,227   $5,327,872    $8,144,771   $8,246,238   $7,680,297   $6,807,061   $6,202,774  
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

F-30


Index to Financial Statements

Genuine Parts Company and Subsidiaries

Notes to Consolidated Financial Statements — (Continued)

   2013  2012  2011  2010  2009 
   (In Thousands) 

Depreciation and amortization:

      

Automotive

  $76,238   $60,630   $60,252   $63,942   $65,554  

Industrial

   8,751    8,307    7,495    7,208    7,611  

Office products

   10,166    10,837    9,999    9,737    9,685  

Electrical/electronic materials

   1,904    1,733    1,554    1,414    1,666  

Corporate

   7,911    3,885    2,862    2,294    2,251  

Intangible asset amortization

   28,987    12,991    6,774    4,737    3,644  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total depreciation and amortization

  $133,957   $98,383   $88,936   $89,332   $90,411  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Capital expenditures:

      

Automotive

  $97,735   $67,482   $61,795   $46,888   $53,911  

Industrial

   8,808    13,015    9,851    4,307    2,987  

Office products

   9,297    16,013    22,036    29,866    5,782  

Electrical/electronic materials

   1,730    1,029    1,762    1,957    676  

Corporate

   6,493    4,448    8,025    2,361    6,089  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total capital expenditures

  $124,063   $101,987   $103,469   $85,379   $69,445  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net sales:

      

United States

  $11,594,713   $11,299,291   $10,791,303   $9,793,820   $8,935,651  

Canada

   1,560,799    1,616,921    1,571,733    1,327,552    1,078,799  

Australasia

   839,353                  

Mexico

   131,787    127,754    118,867    100,325    81,547  

Other

   (48,809  (30,098  (23,026  (14,108  (38,485
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total net sales

  $14,077,843   $13,013,868   $12,458,877   $11,207,589   $10,057,512  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net long-lived assets:

      

United States

  $503,882   $466,473   $411,193   $398,318   $402,937  

Canada

   99,135    93,496    84,210    80,978    78,502  

Australasia

   60,614                  

Mexico

   6,430    6,396    4,801    4,834    3,585  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total net long-lived assets

  $670,061   $566,365   $500,204   $484,130   $485,024  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
December 31, 2015

 

F-31
   2015  2014  2013  2012  2011 
   (In Thousands) 

Depreciation and amortization:

      

Automotive

  $70,112   $77,645   $76,238   $60,630   $60,252  

Industrial

   9,960    9,906    8,751    8,307    7,495  

Office products

   10,922    10,728    10,166    10,837    9,999  

Electrical/electronic materials

   2,933    2,658    1,904    1,733    1,554  

Corporate

   12,870    10,509    7,911    3,885    2,862  

Intangible asset amortization

   34,878    36,867    28,987    12,991    6,774  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total depreciation and amortization

  $141,675   $148,313   $133,957   $98,383   $88,936  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Capital expenditures:

      

Automotive

  $77,504   $78,537   $97,735   $67,482   $61,795  

Industrial

   13,998    12,442    8,808    13,015    9,851  

Office products

   12,323    11,135    9,297    16,013    22,036  

Electrical/electronic materials

   2,824    3,003    1,730    1,029    1,762  

Corporate

   2,895    2,564    6,493    4,448    8,025  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total capital expenditures

  $109,544   $107,681   $124,063   $101,987   $103,469  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net sales:

      

United States

  $12,843,078   $12,565,329   $11,594,713   $11,299,291   $10,791,303  

Canada

   1,395,695    1,583,075    1,560,799    1,616,921    1,571,733  

Australasia

   992,064    1,133,620    839,353          

Mexico

   119,349    127,806    131,787    127,754    118,867  

Other

   (70,142  (68,183  (48,809  (30,098  (23,026
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total net sales

  $15,280,044   $15,341,647   $14,077,843   $13,013,868   $12,458,877  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net property, plant, and equipment:

      

United States

  $495,073   $495,452   $503,882   $466,473   $411,193  

Canada

   79,023    98,939    99,135    93,496    84,210  

Australasia

   65,289    65,707    60,614          

Mexico

   8,832    10,004    6,430    6,396    4,801  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total net property, plant, and equipment

  $648,217   $670,102   $670,061   $566,365   $500,204  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 


Index to Financial Statements

Annual Report on Form 10-K

Item 15(a)

Financial Statement Schedule II — Valuation and Qualifying Accounts

Genuine Parts Company and Subsidiaries

 

  Balance at
Beginning
of Period
   Charged
to Costs
and Expenses
   Deductions(1) Balance at
End
of Period
   Balance at
Beginning
of Period
   Charged
to Costs
and Expenses
   Deductions(1) Balance at
End
of Period
 

Year ended December 31, 2011:

       

Reserves and allowances deducted from asset accounts:

       

Allowance for doubtful accounts

  $15,598,912    $13,247,731    $(11,930,188 $16,916,455  

Year ended December 31, 2012:

       

Reserves and allowances deducted from asset accounts:

       

Allowance for doubtful accounts

  $16,916,455    $8,046,605    $(5,782,870 $19,180,190  

Year ended December 31, 2013:

              

Reserves and allowances deducted from asset accounts:

              

Allowance for doubtful accounts

  $19,180,190    $8,691,000    $(13,448,190 $14,423,000    $19,180,190    $8,691,000    $(13,448,190 $14,423,000  

Year ended December 31, 2014:

       

Reserves and allowances deducted from asset accounts:

       

Allowance for doubtful accounts

  $14,423,000    $7,192,000    $(9,779,000 $11,836,000  

Year ended December 31, 2015:

       

Reserves and allowances deducted from asset accounts:

       

Allowance for doubtful accounts

  $11,836,000    $12,373,000    $(13,516,000 $10,693,000  

 

 

 

(1)Doubtful accounts written off, net of recoveries.

S-1


Index to Financial Statements

ANNUAL REPORT ON FORM 10-K

INDEX OF EXHIBITS

The following exhibits are filed (or furnished, if so indicated) herewith as a part of this Report:

 

  21  Subsidiaries of the Company.
  23  Consent of Independent Registered Public Accounting Firm.
  31.1  Certification signed by the Chief Executive Officer pursuant to SEC Rule 13a-14(a).
  31.2  Certification signed by the Chief Financial Officer pursuant to SEC Rule 13a-14(a).
  32.1  Statement of Chief Executive Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
  32.2  Statement of Chief Financial Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101  Interactive data files pursuant to Rule 405 of Regulation S-T.

The following exhibits are incorporated by reference as set forth in Item 15 of this Form 10-K:

 

— 3.1  Amended and Restated Articles of Incorporation of the Company, amended April 23, 2007.
— 3.2  By-Laws of the Company as amended and restated November 18, 2013.
— 4.2  Specimen Common Stock Certificate.

Instruments with respect to long-term debt where the total amount of securities authorized there under does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis have not been filed. The Registrant agrees to furnish to the Commission a copy of each such instrument upon request.

 

— 10.1*  The Genuine Parts Company Restated Tax-Deferred Savings Plan, effective January 1, 1993.
— 10.2*  Amendment No. 1 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 1, 1996, effective June 1, 1996.
— 10.3*  Genuine Parts Company Death Benefit Plan, effective July 15, 1997.
— 10.4*Amendment No. 2 to the Genuine Parts Company Tax-Deferred Savings Plan, dated April 19, 1999, effective April 19, 1999.
— 10.5*The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August 19, 1996.
— 10.6*Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999.
— 10.7*10.4*  Amendment No. 3 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2001, effective July 1, 2001.
— 10.8*Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001.
— 10.9*10.5*  Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 5, 2003, effective June 5, 2003.
— 10.10*Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003.
— 10.11*10.6*  Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan.
— 10.12*Amendment No. 2 to the Genuine Parts Company Death Benefit Plan.
— 10.13*Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006.


Index to Financial Statements
— 10.14*Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006,December 28, 2005, effective November 20,January 1, 2006.
— 10.15*Amendment No. 1 to the Genuine Parts Company Directors’ Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008.
— 10.16*10.7*  Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2007, effective January 1, 2008.
— 10.17*10.8*  Amendment No. 27 to the Genuine Parts Company 2006 Long-Term IncentiveTax-Deferred Savings Plan, dated November 19, 2007,16, 2010, effective November 19, 2007.January 1, 2011.
— 10.18*10.9*  Amendment No. 8 to the Genuine Parts Company Performance Restricted Stock Unit Award Agreement.Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012.
— 10.19*10.10*  The Genuine Parts Company Restricted Stock Unit Award Agreement.Original Deferred Compensation Plan, as amended and restated as of August 19, 1996.
— 10.20*10.11*  Form of Amended and Restated Change in Control Agreement.Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999.


— 10.21*10.12*  Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009.
— 10.22*Genuine Parts Company 2009 Annual Incentive Bonus Plan, dated March 31, 2009, effective January 1, 2009.
— 10.23*10.13*  Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated August 16, 2010, effective August 16, 2010.
— 10.24*10.14*  Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated November 16, 2010, effective January 1, 2011.
— 10.25*10.15*  Amendment No. 73 to the Genuine Parts Company Tax-Deferred SavingsSupplemental Retirement Plan, dated November 16, 2010, effectiveas amended and restated as of January 1, 2011.2009, dated December 7, 2012, effective December 31, 2013.
— 10.26*10.16*  Description of Director Compensation.Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003.
— 10.27*10.17*Amendment No. 1 to the Genuine Parts Company Directors’ Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008.
— 10.18*  Amendment No. 2 to the Genuine Parts Company Director’s Deferred Compensation Plan, dated December 7, 2012, effective December 7, 2012.2012
— 10.28*10.19*  Amendment No. 8 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012.Description of Director Compensation.
— 10.29*10.20*  Amendment No. 3 to the Genuine Parts Company Supplemental Retirement1999 Long-Term Incentive Plan, as amended and restated January 1, 2009, dated December 7, 2012, effective December 31, 2013.as of November 19, 2001.
— 10.30*10.21*  Form of amendmentGenuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006.
— 10.22*Amendment to the Amended and Restated Change in ControlGenuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006.
— 10.23*Amendment No. 2 to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 19, 2007, effective November 19, 2007.
— 10.24*Genuine Parts Company 2015 Incentive Plan, effective November 17, 2014.
— 10.25*Genuine Parts Company Performance Restricted Stock Unit Award Agreement.
— 10.31*10.26*Genuine Parts Company Restricted Stock Unit Award Agreement.
— 10.27*  Genuine Parts Company Stock Appreciation Rights Agreement.
—10.28*Form of Executive Officer Change in Control Agreement.

 

 

*Indicates management contracts and compensatory plans and arrangements.


Index to Financial Statements

BOARD OF DIRECTORS AND OFFICERS OF THE COMPANY

Board of Directors

Dr. Mary B. Bullock

Executive Vice Chancellor of Duke Kunshan University and President Emerita of Agnes Scott  College

Paul D. Donahue

President

Jean Douville

Chairman of the Board of Directors of UAP Inc.

Thomas C. Gallagher

Chairman and Chief Executive Officer

George C. “Jack” Guynn

Retired President and Chief Executive Officer of the Federal Reserve Bank of Atlanta

John R. Holder

Chairman and Chief Executive Officer of Holder Properties

John D. Johns

Chairman, President & Chief Executive Officer of Protective Life Corporation

Michael M. E. Johns, MD

Professor, Emory School of Medicine and Rollins School of Public Health; Chancellor and Executive Vice President of Health Affairs Emeritus, Emory University

Robert C. “Robin” Loudermilk, Jr.

President and Chief Executive Officer of The Loudermilk Companies, LLC

Wendy B. Needham

Retired Managing Director, Global Automotive Research at Credit Suisse First Boston

Jerry W. Nix

Retired Chief Financial Officer

Gary W. Rollins

Vice Chairman and Chief Executive Officer of Rollins Inc.

Corporate Officers

Thomas C. Gallagher

Chairman and Chief Executive Officer

Paul D. Donahue

President

Carol B. Yancey

Executive Vice President, Chief Financial Officer and Corporate Secretary

Treg S. Brown

Senior Vice President — Planning and Acquisitions

Charles A. Chesnutt

Senior Vice President — Technology and Process Improvement

R. Bruce Clayton

Senior Vice President — Human Resources

Frank M. Howard

Senior Vice President and Treasurer

James R. Neill

Senior Vice President — Employee Development and Human Resource Services

Michael D. Orr

Senior Vice President — Operations and Logistics

Scott C. Smith

Senior Vice President — Corporate Counsel

Lisa K. Hamilton

Vice President — Benefits and Communications

David A. Haskett

Vice President and Corporate Controller

Philip C. Johnson

Vice President — Compensation

Sidney G. Jones

Vice President — Investor Relations

Karl J. Koenig

Vice President — Real Estate and Construction

Napoleon B. Rutledge, Jr.

Vice President and Assistant Treasurer

Eric N. Sundby

Vice President — Information Technology

Matthew P. Brigham

Assistant Vice President — Treasury Services

Christopher T. Galla

Assistant Vice President and Senior Counsel

Jessica E. Morgan

Assistant Vice President — Risk Management

Christine E. Powell

Assistant Vice President — Financial Analysis

Robert L. Swann

Assistant Vice President — Internal Audit and Compliance

Jennifer L. Ellis

Associate Counsel and Assistant Secretary

U.S. Automotive Parts Group

Paul D. Donahue

President

Lee A. Maher

Executive Vice President and Chief Operating Officer

Glenn M. Chambers

Executive Vice President — Operations

Scott W. LeProhon

Executive Vice President — Merchandising and Product Strategy

Daniel F. Askey

Senior Vice President — Sales

Todd P. Helms

Senior Vice President — Human Resources

Gregory N. Miller

Senior Vice President and Chief Financial Officer

J. Richard Borman

Vice President — Supply Chain and Logistics

Michael A. Briggs

Vice President — Retail Product Management and Merchandising

Byron H. Frantz

Vice President — Wholesale Product Management

Michael J. Fusaro

Vice President — Process Improvement — Distribution

Richard A. Geiger

Vice President — Finance

Mark W. Hohe

Vice President — Store Operations

Karen E. Kreider

Vice President and Chief Information Officer

Jett W. Kuntz

Vice President — Integrated Business Solutions

David B. Nicki

Vice President — NAPA Tools and Equipment Sales

J. Michael Phillips

Vice President — Organizational Development

Bret A. Robyck

Vice President — AutoCare Sales

Vickie S. Smith

Vice President — Human Resources

Gaylord M. Spencer

Vice President — Marketing Strategy

Michael L. Swartz

Vice President — Inventory & Procurement

Dennis P. Tolivar

Vice President — Major Accounts


Index to Financial Statements

Divisions

M. Todd McMurtrie

Vice President — Atlantic Division

Grant L. Morris

Vice President — Central Division

Michael J. Kelleher

Vice President — Eastern Division

Gregg T. Sargent

Vice President — Florida Operations

Kevin E. Herron

Vice President — Midwest Division

Eric G. Fritsch

Vice President — Mountain Division

Christopher R. Agostino

Vice President — Quaker City Division

Patrick A. Wolfe

Vice President — Southern Division

Stuart A. Kambury

Vice President — Southwest Division

Bradley A. Shaffer

Vice President — Western Division

Heavy Vehicle Parts Group (Atlanta, GA)

D. Gary Silva

President

Greg A. Lancour

Vice President — Operations

Rayloc (Atlanta, GA)

William J. Westerman III

President

Michael S. Gaffney II

Vice President — Operations

Chris C. Koenigshof

Vice President — Human Resources

Joseph W. Lashley

Vice President — Information Services

Scott J. Rolf

Vice President — Sales and Marketing

Balkamp, Inc. (Indianapolis, IN)

D. Tip Tollison

President

Frank C. Amato

Executive Vice President

Mary F. Knudsen

Vice President — Finance and Treasurer

Grupo Auto Todo (Puebla, Mexico)

Juan Lujambio

President and Chief Executive Officer

Jorge Otero

Executive Vice President — Finance

Juan Quintal

Vice President and General Manager NAPA Mexico

Altrom Import Parts Group (Vancouver, Canada)

Patrick K. Nichol

President

NAPA Canada/UAP Inc. (Montreal, Canada)

Jean Douville

Chairman of the Board

Robert Hattem

President and Chief Executive Officer

Sylvie Leduc

Executive Vice President — Heavy Vehicle Parts Division

Alain Masse

Executive Vice President — NAPA Operations

John Buckley

Senior Regional Vice President — Auto Parts Division

Daniel Dallaire

Vice President — Human Resources

Joseph P. Herauf

Vice President — Sales

Thomas Hunt

Vice President — Product Development

Mark Miron

Vice President — Distribution and Logistics

Frank Pipito

Vice President — Finance and Secretary

GPC Asia Pacific (Melbourne, Australia)

John L. Moller

Managing Director

Mark G. Brunton

Executive General Manager — Repco New Zealand

Wayne F. Bryant

Executive General Manager — Repco Australia, Sales and Operations

Rob Cameron

Executive General Manager — Automotive Specialist Group

Gary T. Dunwell

Executive General Manager — Repco Australia, Merchandising and Strategic Marketing

Cary D. Laverty

Executive General Manager — Legal and Commercial

Lincoln P. McFayden

Executive General Manager — McLeod Accessories

J. Scott Mosteller

Executive General Manager — Logistics and Technology

Craig Sandiford

Executive General Manager — Human Resources

Mark B. Sookias

Executive General Manager — Motospecs

Julian Buckley

Chief Financial Officer


Index to Financial Statements

EIS, Inc. (Atlanta, GA)

Robert W. Thomas

President and Chief Executive Officer

Alexander Gonzalez

Senior Vice President — Electrical and Electronics

Larry L. Griffin

Senior Vice President — Fabrication and Coating

William C. Knight

Senior Vice President — Logistics and Operations

Peter F. Sheehan

Senior Vice President — Specialty Wire and Cable

Matthew C. Tyser

Senior Vice President — Finance and Secretary

Derek B. Goshay

Vice President — Human Resources

Motion Industries (Birmingham, AL)

William J. Stevens

Chairman and Chief Executive Officer

Timothy P. Breen

President and Chief Operating Officer

G. Harold Dunaway, Jr.

Executive Vice President — Finance & Administration and Secretary

Austin W. Amos

Senior Vice President & Group Executive — Midwest

Randall P. Breaux

Senior Vice President — Marketing, Strategic Planning and Product Support

Richard W. Burmester

Senior Vice President & Group Executive — Southwest

Anthony G. Cefalu

Senior Vice President & Group Executive — Central and Hose & Rubber

Ellen H. Holladay

Senior Vice President, Chief Information Officer and Operational Excellence Officer

Scott A. MacPherson

Senior Vice President — Sales

Mark W. Sheehan

Senior Vice President — OEM, Global Sourcing, Automation & Process Pumps

Gerald V. Sourbeer

Senior Vice President & Group Executive — Southeast

Kevin P. Storer

Senior Vice President & Group Executive — West and President — Motion Mexico

Mark R. Thompson

Senior Vice President — Corporate Accounts

Randy R. Till

Senior Vice President & Group Executive — East

Darryl J. Britain

Vice President — Technology Process, Support and Communications

Frederick H. “Ted” Cowie

Vice President — Sales — Safety Products

Zahirudin K. Hameer

Vice President — Inventory Management

Billy W. Hamilton

Vice President — Human Resources

M. Keith Knight

Vice President — Business Systems

N. Joe Limbaugh

Vice President — Operations

Douglas R. Osborne

Vice President — MI Services

C. Jeff Rouse

Vice President — Government Sales and Export

Brandon C. Scordino

Vice President — Technology Planning and Development

James R. Summers

Vice President — Systems Assurance & Data Center Operations

J. Marvin Walker

Vice President — Finance

James F. Williams

Vice President — Corporate Purchasing and Distribution Centers

Michael D. Harper

Treasurer

Dermot R. Strong

President — Motion Canada

S. P. Richards Company (Atlanta, GA)

C. Wayne Beacham

Chairman of the Board and Chief Executive Officer

Richard T. Toppin

President and Chief Operating Officer

Steven E. Lynn

Senior Vice President — Merchandising

G. Henry Martin

Senior Vice President — Human Resources

Donald C. Mikolasy

Senior Vice President — Sales

James F. O’Brien

Senior Vice President — Marketing

J. Phillip Welch, Jr.

Senior Vice President — Finance and CFO

Dennis J. Arnold

Vice President — Furniture

John K. Burgess

Vice President — Sales

Thomas E. Dunmon, Jr.

Vice President — Finance and Controller

Dennis J. Flynn

Vice President — Supply Chain

E. Chadwick Lee

Vice President — New Market Development

Charles E. Macpherson

Vice President — Strategic Pricing

Tom C. Maley

Vice President — Business Development & Analytics

Brian M. McGill

Vice President — Information Technology & CIO

James C. Moseley

Vice President — Information Systems

John R. Reagan

Vice President — Merchandising

Jason R. Smith

Vice President — Sales — Emerging Markets

Thomas M. Testa

Vice President — Sales

Chris F. Whiting

Vice President — Cleaning and Breakroom Supply

Bryan A. Wight

Vice President — Sales — Independent Dealer Channel

Lester P. Christian

Vice President — Southeast Division

Bryan T. Hall

Vice President — South Central Division

Gregory L. Nissen

Vice President — Western Division

Ray J. Sreca

Vice President — Northeast Division

Richard A. Wiltz

Vice President — North Central Division

Peter R. Dalglish

Managing Director — S. P. Richards Canada


Index to Financial Statements