Table of Contents


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
FORM 10-Q
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018March 31, 2019
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 1-5690
  __________________________________________
GENUINE PARTS COMPANY
(Exact name of registrant as specified in its charter)
   __________________________________________
GEORGIA 58-0254510
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
   
2999 WILDWOOD PARKWAY,
ATLANTA, GA
 30339
(Address of principal executive offices) (Zip Code)
678-934-5000
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý  Accelerated filer ¨
      
Non-accelerated filer 
o  (Do not check if a smaller reporting company)
  Smaller reporting company ¨
       
Emerging growth company 
o
    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class Outstanding at June 30, 2018March 31, 2019
Common Stock, $1.00 par value per share 146,752,732146,063,911
 


Table of Contents
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
GENUINE PARTS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, 2018 December 31, 2017
(unaudited)  
(in thousands, except share
and per share data)
ASSETS   
CURRENT ASSETS:   
(in thousands, except share and per share data) 
March 31, 2019
 December 31, 2018
Assets    
Current assets:    
Cash and cash equivalents$355,141
 $314,899
 $356,925
 $333,547
Trade accounts receivable, less allowance for doubtful accounts (2018 – $25,329;
2017 – $17,612)
2,669,649
 2,421,563
Trade accounts receivable, less allowance for doubtful accounts (2019 – $27,443; 2018 – $21,888) 2,741,916
 2,493,636
Merchandise inventories, net3,484,949
 3,771,089
 3,684,580
 3,609,389
Prepaid expenses and other current assets1,013,630
 805,342
 1,102,970
 1,139,118
TOTAL CURRENT ASSETS7,523,369
 7,312,893
Total current assets 7,886,391
 7,575,690
Goodwill2,142,822
 2,153,988
 2,192,143
 2,128,776
Other intangible assets, less accumulated amortization1,356,149
 1,400,392
 1,449,852
 1,411,642
Deferred tax assets25,480
 40,158
 21,178
 29,509
Property, plant and equipment, less accumulated depreciation (2019 – $1,247,743; 2018 – $1,208,694) 1,044,788
 1,027,231
Operating lease assets 953,553
 
Other assets600,124
 568,248
 522,625
 510,192
Property, plant and equipment, less accumulated depreciation (2018 – $1,117,925;
2017 – $1,044,353)
918,578
 936,702
TOTAL ASSETS$12,566,522
 $12,412,381
LIABILITIES AND EQUITY   
CURRENT LIABILITIES:   
Total assets $14,070,530
 $12,683,040
    
Liabilities and equity    
Current liabilities:    
Trade accounts payable$3,831,274
 $3,634,859
 $4,058,211
 $3,995,789
Current portion of debt686,415
 694,989
 1,032,382
 711,147
Dividends payable105,661
 99,000
 111,355
 105,369
Income taxes payable17,782
 10,736
Other current liabilities1,015,762
 1,034,441
 1,343,386
 1,088,428
TOTAL CURRENT LIABILITIES5,656,894
 5,474,025
Total current liabilities 6,545,334
 5,900,733
Long-term debt2,490,552
 2,550,020
 2,389,244
 2,432,133
Operating lease liabilities 716,677
 
Pension and other post–retirement benefit liabilities200,137
 229,868
 222,415
 235,228
Deferred tax liabilities174,564
 193,308
 194,178
 196,843
Other long-term liabilities482,048
 501,004
 429,850
 446,112
EQUITY:   
Preferred stock, par value – $1 per share   
Authorized – 10,000,000 shares; none issued-0-

-0-
Common stock, par value – $1 per share   
Authorized – 450,000,000 shares; issued and outstanding – 2018 – 146,752,732 shares; 2017 – 146,652,615 shares146,753
 146,653
Equity:    
Preferred stock, par value – $1 per share; authorized – 10,000,000 shares; none issued 


Common stock, par value – $1 per share; authorized – 450,000,000 shares; issued and outstanding – 2019 – 146,063,911 shares; 2018 – 145,936,613 shares 146,064
 145,937
Additional paid-in capital72,211
 68,126
 77,424
 78,380
Retained earnings4,236,359
 4,049,965
 4,517,430
 4,341,212
Accumulated other comprehensive loss(943,351) (852,592) (1,189,987) (1,115,078)
TOTAL PARENT EQUITY3,511,972
 3,412,152
Total parent equity 3,550,931
 3,450,451
Noncontrolling interests in subsidiaries50,355
 52,004
 21,901
 21,540
TOTAL EQUITY3,562,327
 3,464,156
TOTAL LIABILITIES AND EQUITY$12,566,522
 $12,412,381
Total equity 3,572,832
 3,471,991
Total liabilities and equity $14,070,530
 $12,683,040
See accompanying notes to condensed consolidated financial statements.


GENUINE PARTS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2018 2017 2018 2017
(unaudited)
(in thousands, except per share data)
(in thousands, except per share data) 2019 2018
Net sales$4,822,065
 $4,100,178
 $9,408,359
 $8,005,819
 $4,736,833
 $4,586,294
Cost of goods sold3,300,479
 2,860,466
 6,450,966
 5,610,386
 3,228,665
 3,150,487
Gross profit1,521,586
 1,239,712
 2,957,393
 2,395,433
 1,508,168
 1,435,807
Operating expenses:           
Selling, administrative and other expenses1,148,217
 906,943
 2,281,988
 1,784,299
 1,197,220
 1,133,771
Depreciation and amortization58,451
 39,232
 116,814
 77,364
 61,977
 58,363
Provision for doubtful accounts3,666
 2,546
 6,367
 5,674
 3,969
 2,701
Total operating expenses1,210,334
 948,721
 2,405,169
 1,867,337
 1,263,166
 1,194,835
Non-operating expenses (income):           
Interest expense26,476
 7,446
 50,585
 14,225
 23,883
 24,109
Other(15,495) (13,592) (27,951) (27,041) 9,607
 (12,456)
Total non-operating expenses (income)10,981
 (6,146) 22,634
 (12,816) 33,490
 11,653
Income before income taxes300,271
 297,137
 529,590
 540,912
 211,512
 229,319
Income taxes73,299
 107,165
 126,042
 190,780
 51,262
 52,743
Net income$226,972
 $189,972
 $403,548
 $350,132
 $160,250
 $176,576
Basic net income per common share$1.55
 $1.29
 $2.75
 $2.37
 $1.10
 $1.20
Diluted net income per common share$1.54
 $1.29
 $2.74
 $2.36
 $1.09
 $1.20
Dividends declared per common share$.7200
 $.6750
 $1.440
 $1.350
 $.7625
 $.7200
Weighted average common shares outstanding146,748
 147,079
 146,738
 147,613
 145,981
 146,727
Dilutive effect of stock options and non-vested restricted stock awards512
 571
 548
 598
 713
 595
Weighted average common shares outstanding – assuming dilution147,260
 147,650
 147,286
 148,211
 146,694
 147,322
           
Net income$226,972
 $189,972
 $403,548
 $350,132
 $160,250
 $176,576
Other comprehensive income (loss), net of income taxes:       
Foreign currency translation adjustment(163,993) 23,157
 (121,113) 80,177
Net investment hedge, net of income taxes in 2018 — ($5,935)32,755
 
 16,045
 
Pension and postretirement benefit adjustments, net of income taxes in 2018 — $2,642 and $5,290; 2017 — $3,568 and $7,139 respectively7,145
 5,723
 14,309
 11,455
Other comprehensive (loss) income, net of income taxes(124,093) 28,880
 (90,759) 91,632
Other comprehensive income, net of income taxes:    
Foreign currency translation adjustments 27,117
 42,880
Cash flow and net investment hedges adjustments, net of income taxes in 2019 and 2018 — $5,795 and $6,180 respectively 15,668
 (16,710)
Pension and postretirement benefit adjustments, net of income taxes in 2019 and 2018 — $1,788 and $2,648, respectively 4,832
 7,164
Other comprehensive income, net of income taxes 47,617
 33,334
Comprehensive income$102,879
 $218,852
 $312,789
 $441,764
 $207,867
 $209,910
See accompanying notes to condensed consolidated financial statements.

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

$3,561,381

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

GENUINE PARTS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Six Months Ended June 30,
 2018 2017
 (unaudited)
(in thousands)
OPERATING ACTIVITIES:   
Net income$403,548
 $350,132
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization116,814
 77,364
Share-based compensation9,035
 8,086
Excess tax benefits from share-based compensation(2,599) (2,245)
Changes in operating assets and liabilities(71,723) (88,053)
NET CASH PROVIDED BY OPERATING ACTIVITIES455,075
 345,284
INVESTING ACTIVITIES:   
Purchases of property, plant and equipment(65,146) (54,095)
Acquisitions and other investing activities(82,545) (240,216)
NET CASH USED IN INVESTING ACTIVITIES(147,691) (294,311)
FINANCING ACTIVITIES:   
Proceeds from debt2,320,906
 2,250,000
Payments on debt(2,367,284) (1,995,000)
Share-based awards exercised(4,851) (3,014)
Dividends paid(204,649) (197,408)
Purchases of stock
 (153,508)
NET CASH USED IN FINANCING ACTIVITIES(255,878) (98,930)
EFFECT OF EXCHANGE RATE CHANGES ON CASH(11,264) 8,223
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS40,242
 (39,734)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD314,899
 242,879
CASH AND CASH EQUIVALENTS AT END OF PERIOD$355,141
 $203,145
  Three Months Ended March 31,
(in thousands) 2019 2018
Operating activities:    
Net income $160,250
 $176,576
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 61,977
 58,363
Share-based compensation 6,010
 3,686
Excess tax benefits from share-based compensation (3,812) (2,517)
Realized currency losses on divestiture 27,037
 
Changes in operating assets and liabilities (189,732) (97,741)
Net cash provided by operating activities 61,730
 138,367
Investing activities:    
Purchases of property, plant and equipment (45,621) (31,633)
Acquisition of businesses and other investing activities (138,417) (38,588)
Net cash used in investing activities (184,038) (70,221)
Financing activities:    
Proceeds from debt 1,350,002
 1,201,441
Payments on debt (1,092,115) (1,153,750)
Share-based awards exercised (6,839) (4,176)
Dividends paid (105,369) (99,000)
Net cash provided by (used in) financing activities 145,679
 (55,485)
Effect of exchange rate changes on cash and cash equivalents 7
 (1,587)
Net increase in cash and cash equivalents 23,378
 11,074
Cash and cash equivalents at beginning of period 333,547
 314,899
Cash and cash equivalents at end of period $356,925
 $325,973
See accompanying notes to condensed consolidated financial statements.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
Note A –1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the U.S. ("U.S. GAAP") for complete financial statements. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of Genuine Parts Company (the “Company”“Company,” "we," "our," "us," or "its") for the year ended December 31, 2017.2018. Accordingly, the unaudited interim condensed consolidated financial statements and related disclosures herein should be read in conjunction with the Company’s 20172018 Annual Report on Form 10-K.
The preparation of interim financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements. Specifically, the Company makes estimates and assumptions in its interim condensed consolidated financial statements for inventory adjustments, the accrual of bad debts, customer sales returns, and volume incentives earned, among others. Inventory adjustments (including adjustments for a majority of inventories that are valued under the last-in, first-out (“LIFO”) method) are accrued on an interim basis and adjusted in the fourth quarter based on the annual book to physical inventory adjustment and LIFO valuation, which are performed each year-end.valuation. Reserves for bad debts and customer sales returns are estimated and accrued on an interim basis based upon historical experience. Volume incentives are estimated based upon cumulative and projected purchasing levels. The estimates and assumptions for interim reporting may change upon final determination at year-end, and such changes may be significant.
In the opinion of management, all adjustments necessary for a fair presentation of the Company’s financial results for the interim periods have been made. These adjustments are of a normal recurring nature. The results of operations for the sixthree months ended June 30, 2018March 31, 2019 are not necessarily indicative of results for the entire year. The Company has evaluated subsequent events through the date the condensed consolidated financial statements covered by this quarterly report were issued.


Note B –2. Segment Information
 Three Months Ended June 30, Six Months Ended June 30,
 2018 2017 2018 2017
Net sales: (1)       
Automotive$2,736,201
 $2,142,922
 $5,300,460
 $4,121,368
Industrial (2)1,602,665
 1,474,209
 3,150,609
 2,903,168
Business products483,199
 483,047
 957,290
 981,283
Total net sales$4,822,065
 $4,100,178
 $9,408,359
 $8,005,819
Operating profit:       
Automotive$243,611
 $207,332
 $428,317
 $359,089
Industrial (2)125,191
 111,833
 237,382
 215,842
Business products21,422
 30,091
 43,023
 61,210
Total operating profit390,224
 349,256
 708,722
 636,141
Interest expense, net(25,525) (6,878) (48,832) (13,052)
Intangible asset amortization(21,806) (11,434) (43,209) (22,240)
Corporate expense (3)(42,622) (33,807) (87,091) (59,937)
Income before income taxes$300,271
 $297,137
 $529,590
 $540,912
(1) The net effect of discounts, incentives, and freight billed to customers has been allocated to their respective segments for the current and prior periods.  Previously, the net effect of such items were captured and presented separately infollowing table presents a line item entitled “Other.”
(2) Effective January 1, 2018, the electrical/electronic materials segment became a divisionsummary of the industrial segment. These two reporting segments became a single reportingCompany's reportable segment the Industrial Parts Group. The change in segment reporting is presented retrospectively.financial information:
  Three Months Ended March 31,
  2019 2018
Net sales:    
Automotive $2,622,345
 $2,564,259
Industrial 1,635,423
 1,547,944
Business products 479,065
 474,091
Total net sales $4,736,833
 $4,586,294
Operating profit:    
Automotive $179,228
 $184,706
Industrial 121,028
 112,191
Business products 21,220
 21,601
Total operating profit 321,476
 318,498
Interest expense, net (23,029) (23,307)
Intangible asset amortization (22,584) (21,403)
Corporate expense (1) (64,351) (44,469)
Income before income taxes $211,512
 $229,319

(1)Includes $34,114 of expenses for the three months ended March 31, 2019 from realized currency losses and transaction and other costs. The realized currency losses of $27,037 resulted from the March 7, 2019 sale of Grupo Auto Todo. Refer to the acquisitions and divestitures footnote for more information.
(3) Includes $9,105 and $22,114$13,009 for the three and six months ended June 30,March 31, 2018, respectively, in certain transaction and other costs related to the acquisition ofNovember 2017 Alliance Automotive Group ("AAG") acquisition and the pending transaction toattempted spin-off of the Company's Business Products Group S.P. Richards, and combine it with Essendant, Inc. ("Essendant")(the attempted spin-off was subsequently terminated in September 2018). See the acquisitions and divestitures footnote for additional information.


Net sales isare disaggregated by geographical region for each of the Company’s reportable segments, as the Company deems this presentation best depicts how the nature, amount, timing and uncertainty of net sales and cash flows are affected by economic factors. DisaggregatedThe following table presents disaggregated geographical net sales from contracts with customers by reportable segment are summarized as follows:segment:
  Three Months Ended March 31,
  2019 2018
North America:    
Automotive $1,813,785
 $1,782,314
Industrial 1,635,423
 1,547,944
Business products 479,065
 474,091
Total North America $3,928,273
 $3,804,349
Australasia – Automotive 284,553
 302,004
Europe – Automotive 524,007
 479,941
Total net sales $4,736,833
 $4,586,294
 Primary Geographical Markets:
 Three Months Ended June 30
 North America Australasia Europe Total
 2018 2017 2018 2017 2018 2017 2018 2017
Reportable Segments:               
Automotive$1,944,980
 $1,859,478
 $302,799
 $283,444
 $488,422
 $
 $2,736,201
 $2,142,922
Industrial1,602,665
 1,474,209
 
 
 
 
 1,602,665
 1,474,209
Business products483,199
 483,047
 
 
 
 
 483,199
 483,047
Total net sales from contracts with customers$4,030,844
 $3,816,734
 $302,799
 $283,444
 $488,422
 $
 $4,822,065
 $4,100,178

 Primary Geographical Markets:
 Six Months Ended June 30
 North America Australasia Europe Total
 2018 2017 2018 2017 2018 2017 2018 2017
Reportable Segments:               
Automotive$3,727,294
 $3,563,029
 $604,803
 $558,339
 $968,363
 $
 $5,300,460
 $4,121,368
Industrial3,150,609
 2,903,168
 
 
 
 
 3,150,609
 2,903,168
Business products957,290
 981,283
 
 
 
 
 957,290
 981,283
Total net sales from contracts with customers$7,835,193
 $7,447,480
 $604,803
 $558,339
 $968,363
 $
 $9,408,359
 $8,005,819


Note C – Revenue Recognition

The Company applied Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), using the modified retrospective method effective January 1, 2018. The cumulative effect of initially applying ASU 2014-09 and its amendments resulted in a reduction to the opening retained earnings balance of $8,000, prior to the tax adjustment, at January 1, 2018 and a related adjustment to other current liabilities as of that date. Revenue for periods prior to January 1, 2018 have not been adjusted and continue to be reported under Revenue Recognition (Topic 605). Upon adoption of ASU 2014-09, the Company also began classifying its estimate of merchandise returns expected in the next twelve months, which was $222,697 as of June 30, 2018, in prepaid expenses and other current assets. This estimate was historically classified in merchandise inventories, net and the amount was $203,589 as of December 31, 2017.

The Company primarily recognizes revenue at the point in time that transfer of control of products or services to customers occurs and at an amount that reflects the consideration expected to be received for those products or services. Contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price and recognizes revenue upon delivery or as services are rendered.

Revenue is recognized net of allowances for returns, variable consideration, and any taxes collected from customers that will be remitted to governmental authorities. Revenue recognized over time is not significant. Payment terms with customers vary by the type and location of the customer and the products or services offered. The Company does not adjust the promised amount of consideration for the effects of significant financing components based on the expectation that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Arrangements with customers that include payment terms extending beyond one year are not significant.



Liabilities for customer incentives, discounts, or rebates are included in other current liabilities in the accompanying balance sheets.

Product Distribution Revenues
The Company generates revenue primarily by distributing products through wholesale and retail channels. For wholesale customers, revenue is recognized when the goods are transferred to customers, title has passed and control of the goods has passed to the customer. Retail revenue is recognized at the point of sale when the goods are transferred to customers and consideration is received. Shipping and handling activities are performed prior to the customer obtaining control of the products. Costs associated with shipping and handling are considered costs to fulfill a contract and are included in selling, administrative and other expenses in the period they are incurred.

Other Revenues
The Company offers software support, product cataloguing, marketing, training and other membership program and support services to certain customers. This revenue is recognized as services are provided. Revenue from these services is recognized over a short duration and the impact is not significant.

Variable Consideration
The Company’s products are generally sold with a right of return and may include variable consideration in the form of incentives, discounts, credits or rebates. The Company estimates variable consideration based on historical experience to determine the expected amount to which the Company will be entitled in exchange for transferring the promised goods or services to a customer. The Company recognizes estimated variable consideration as an adjustment to the transaction price when control of the related product is transferred. The realization of variable consideration occurs within a short period of time from product delivery; therefore, the time value of money effect is not significant.
Note D –3. Accumulated Other Comprehensive Loss
The following tables present the changes in accumulated other comprehensive loss by component for the sixthree months ended June 30:March 31:
 2018
 Changes in Accumulated Other
Comprehensive Loss by Component
 Pension and
Other Post-
Retirement
Benefits
 Net Investment Hedge Foreign
Currency
Translation
 Total
Beginning balance, January 1$(568,957) $(17,388) $(266,247) $(852,592)
Other comprehensive income (loss) before reclassifications, net of tax
 16,045
 (121,113) (105,068)
Amounts reclassified from accumulated other comprehensive loss, net of tax14,309
 
 
 14,309
Net current period other comprehensive income (loss)14,309
 16,045
 (121,113) (90,759)
Ending balance, June 30$(554,648) $(1,343) $(387,360) $(943,351)
 Changes in Accumulated Other
Comprehensive Loss by Component
 Pension and
Other Post-
Retirement
Benefits
 Cash Flow and Net Investment Hedges Foreign
Currency
Translation
 Total
Beginning balance, January 1, 2019$(626,322) $10,726
 $(499,482) $(1,115,078)
Other comprehensive income before reclassifications, net of tax
 16,669
 80
 16,749
Amounts reclassified from accumulated other comprehensive income (loss), net of tax (1)4,832
 (1,001) 27,037
 30,868
Other comprehensive income, net of income taxes4,832
 15,668
 27,117
 47,617
Cumulative effect from adoption of ASU 2018-02(122,526) 
 
 (122,526)
Ending balance, March 31, 2019$(744,016) $26,394
 $(472,365) $(1,189,987)
(1)Realized currency losses of $27,037 were reclassified out of foreign currency translation into earnings in connection with the March 7, 2019 sale of Grupo Auto Todo. Refer to the acquisitions and divestitures footnote for further details.
 Changes in Accumulated Other
Comprehensive Loss by Component
 Pension and
Other Post-
Retirement
Benefits
 Cash Flow and Net Investment Hedges Foreign
Currency
Translation
 Total
Beginning balance, January 1, 2018$(568,957) $(17,388) $(266,247) $(852,592)
Other comprehensive income before reclassifications, net of tax
 (16,710) 42,880
 26,170
Amounts reclassified from accumulated other comprehensive loss, net of tax7,164
 
 
 7,164
Other comprehensive income, net of income taxes7,164
 (16,710) 42,880
 33,334
Ending balance, March 31, 2018$(561,793) $(34,098) $(223,367) $(819,258)
 2017
 Changes in Accumulated Other
Comprehensive Loss by Component
 Pension and
Other Post-
Retirement
Benefits
 Net Investment Hedge Foreign
Currency
Translation
 Total
Beginning balance, January 1$(609,080) $
 $(403,941) $(1,013,021)
Other comprehensive income before reclassifications, net of tax
 
 80,177
 80,177
Amounts reclassified from accumulated other comprehensive loss, net of tax11,455
 
 
 11,455
Net current period other comprehensive income11,455
 
 80,177
 91,632
Ending balance, June 30$(597,625) $
 $(323,764) $(921,389)




The accumulated other comprehensive loss components related to the pension benefits are included in the computation of net periodic benefit income in the employee benefit plans footnote. The nature of the cash flow and net investment hedge ishedges are discussed in the non-derivative financial instrumentderivatives and hedging footnote. Generally, tax effects in accumulated other comprehensive loss are established at the

currently enacted tax rate and reclassified to net income in the same period that the related pre-tax accumulated other comprehensive loss reclassifications are recognized.
Note E –4. Recent Accounting Pronouncements

Revenue from Contracts with Customers (Topic 606)
In May 2014,Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”("FASB") issued ASU 2014-09, which creates a single, comprehensive revenue recognition model for recognizing revenue from contracts with customers.in the form of ASUs to the FASB Accounting Standards Codification ("ASC"). The Company adopted ASU 2014-09considers the applicability and its amendments on January 1, 2018. The core principleimpact of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expectsall ASUs and any not listed below were assessed and determined to be entitled in exchange for those goodsnot applicable or services. ASU 2014-09 definesare expected to have a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required withinminimal impact on the revenue recognition process than were required under previously existing guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. ASU 2014-09 did not result in a significant change in the judgment or timing associated with the recognition of revenue from the sale of the Company’s products or services. See the revenue recognition footnote for additional information.

condensed consolidated financial statements.
Leases (Topic 842)
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"), which, among other things, requires an entity to recognize a right-of-use asset and a lease liability on the balance sheet for substantially all leases, including operating leases, with a term greater than twelve months.leases. Expanded disclosures with additional qualitative and quantitative information willare also be required. This guidance isASU 2016-02 and its amendments are effective for interim and annual reporting periods beginning after December 15, 2018 and early adoption iswas permitted.  The new standard mustASU's transition provisions can be adopted usingapplied under a modified retrospective transition. approach to each prior reporting period presented in the financial statements or only at the beginning of the period of adoption (i.e., on the effective date).
The Company has establishedadopted ASU 2016-02 and its amendments and applied the transition provisions as of January 1, 2019, which included recognizing a cross-functional team to evaluatecumulative-effect adjustment through opening retained earnings as of that date. Prior year amounts were not recast under this transition approach and, implement the new standard. As disclosed intherefore, prior year amounts are excluded from the leased properties footnotefootnote. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, the Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company elected a policy of not recording leases on its condensed consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The Company recognizes payments on these leases within selling, administrative and other expenses on a straight-line basis over the lease term.
The Company's adoption of the standard resulted in the 2017 Annual Report on Form 10-K, the future minimum payments under noncancelable operating leases area cumulative-effect adjustment to retained earnings of approximately $1,140,000$4,797, net of taxes, as of December 31, 2017.January 1, 2019. The Company believes the adoption of this standard willdid not materially impact consolidated net income or liquidity. The standard did not have a significantan impact on debt-covenant compliance under the consolidated balance sheets.

Company's current debt agreements.
Income Statement - Reporting Comprehensive Income (Topic 220)
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Reform
As more fully discussed in Note 7 of the Company’s notesEffects from Accumulated Other Comprehensive Income ("ASU 2018-02"). The ASU permits a company to the consolidated financial statements in its 2017 Annual Report on Form 10-K,make a one-time election to reclassify stranded tax effects caused by the Tax Cuts and Jobs Act (the Act) was enacted December 22, 2017. As of June 30, 2018, the Company has not completed thefrom accumulated other comprehensive income to retained earnings. The ASU also requires companies to disclose their accounting policies for thereleasing income tax effects from accumulated other comprehensive income. ASU 2018-02 is effective for periods beginning after December 15, 2018, with an election to adopt early. The Company adopted ASU 2018-02 as of the enactment of the Act dueJanuary 1, 2019 and recognized an adjustment to its complexitiesincrease retained earnings and limited guidance available; however, the Company has made a reasonable estimate of the effect of the Act on the existing deferred tax balances and of the one-time transition tax. There was no impact on the tax rate as a result of a change in estimate for the six months ended June 30, 2018. In all cases, the Company continues to refine the calculations as additional analysis and modeling are completed. Further, the Company's estimates may also be affected as regulations and additional guidance become available.adjust accumulated other comprehensive loss by approximately $122,526.

In addition, the Act subjects a U.S. shareholder to tax on Global Intangible Low-Taxed Income (GILTI) earned by certain foreign subsidiaries. Given the complexity of the GILTI provisions, the Company is still evaluating its effects and has not yet made an accounting policy election. The provision is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.

Compensation-RetirementCompensation - Retirement Benefits (Topic 715)
In March 2017,August 2018, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715) ("2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans ("ASU 2017-07"2018-14"), which requires. The updated accounting guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing, adding and clarifying certain disclosures. These provisions must be applied retrospectively. ASU 2018-14 is effective for periods beginning after December 15, 2019, with an entityoption to report the service cost component of net periodic benefit cost in the same line item as other compensation costs (selling, administrative and other expenses) and the remaining components in non-operating expense in the consolidated statement of income and comprehensive income.adopt early. The Company adopted ASU 2017-07 retrospectively on January 1, 2018is currently assessing the ASU's provisions and it did not have a materialtheir impact on the Company's condensed consolidated financial statements or related disclosures. See the employee benefit plans footnote for additional information. The Company elected to use the amounts disclosed in the employee benefit plans note for the prior comparative period as the basis for applying the retrospective presentation.


statements.

Note F – Share-Based Compensation
As more fully discussed in Note 6 of the Company’s notes to the consolidated financial statements in its 2017 Annual Report on Form 10-K, the Company maintains various long-term incentive plans, which provide for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance awards, dividend equivalents and other share-based awards. SARs represent a right to receive upon exercise an amount, payable in shares of common stock, equal to the excess, if any, of the fair market value of the Company’s common stock on the date of exercise over the base value of the grant. The terms of such SARs require net settlement in shares of common stock and do not provide for cash settlement. An RSU represents a contingent right to receive one share of the Company’s common stock at a future date. The majority of awards previously granted vest on a pro-rata basis for periods ranging from one to five years and are expensed accordingly on a straight-line basis. The Company issues new shares upon exercise or conversion of awards under these plans. Most awards may be exercised or converted to shares not earlier than twelve months nor later than ten years from the date of grant. At June 30, 2018, total compensation cost related to nonvested awards not yet recognized was approximately $48,924, as compared to $32,812 at December 31, 2017. The weighted-average period over which this compensation cost is expected to be recognized is approximately two years. The aggregate intrinsic value for SARs and RSUs outstanding at June 30, 2018 was approximately $99,878. At June 30, 2018, the aggregate intrinsic value for SARs and RSUs vested totaled approximately $35,996, and the weighted-average contractual lives for outstanding and exercisable SARs and RSUs were approximately five years. For the six months ended June 30, 2018, $9,035 of share-based compensation cost was recorded, as compared to $8,086 for the same six month period in the prior year.
Options to purchase approximately 2,098,000 and 1,445,000 shares of common stock were outstanding but excluded from the computation of diluted earnings per share for the three and six month periods ended June 30, 2018, as compared to approximately 1,968,000 and 1,697,000 shares for the three and six month periods ended June 30, 2017. These options were excluded from the computation of diluted net income per common share because the options’ exercise prices were greater than the average market price of the common stock. During the six months ended June 30, 2018, the Company granted approximately 360,000 RSUs.


Note G –5. Employee Benefit Plans
Net periodic benefit income for the Company's pension plans included the following components for the three months ended June 30:March 31:
  Pension Benefits
  2019 2018
Service cost $2,390
 $2,654
Interest cost 24,348
 22,113
Expected return on plan assets (38,527) (38,588)
Amortization of prior service credit (17) (37)
Amortization of actuarial loss 7,749
 9,959
Net periodic benefit income $(4,057) $(3,899)
 Pension Benefits
 2018 2017
Service cost$2,612
 $2,133
Interest cost22,071
 24,099
Expected return on plan assets(38,516) (39,681)
Amortization of prior service credit(37) (87)
Amortization of actuarial loss9,935
 9,466
Net periodic benefit income$(3,935) $(4,070)
Net periodic benefit income for the Company's pension plans included the following components for the six months ended June 30:
 Pension Benefits
 2018 2017
Service cost$5,266
 $4,290
Interest cost44,184
 48,231
Expected return on plan assets(77,104) (79,414)
Amortization of prior service credit(74) (175)
Amortization of actuarial loss19,894
 18,951
Net periodic benefit income$(7,834) $(8,117)

Service cost is recorded in selling, administrative and other expenses in the condensed consolidated statements of income and comprehensive income while all other components are recorded within other non-operating expenses (income). Pension benefits also include amounts related to a supplemental retirement plan. During the six months ended June 30, 2018, the Company made a $38,700 contribution to the pension plan.

plans.
Note H –6. Guarantees

The Company guarantees the borrowings of certain independently controlled automotive parts stores and businesses (“independents”) and certain other affiliates in which the Company has a noncontrolling equity ownership interest (“affiliates”). Presently, the independents are generally consolidated by unaffiliated enterprises that have controlling financial interests through ownership of a majority voting interest in the independents. The Company has no voting interest or equity conversion rights in any of the independents. The Company does not control the independents or the affiliates, but receives a fee for the guarantees. The Company has concluded that the independents are variable interest entities, but that the Company is not the primary beneficiary. Specifically, the equity holders of the independents have the power to direct the activities that most significantly impact the entities’ economic performance including, but not limited to, decisions about hiring and terminating personnel, local marketing and promotional initiatives, pricing and selling activities, credit decisions, monitoring and maintaining appropriate inventories, and store hours. Separately, the Company concluded that the affiliates are not variable interest entities. The Company’s maximum exposure to loss as a result of its involvement with these independents and affiliates is generally equal to the total borrowings subject to the Company’s guarantees. While such borrowings of the independents and affiliates are outstanding, the Company is required to maintain compliance with certain covenants, including a maximum debt to capitalization ratio and certain limitations on additional borrowings. At June 30, 2018,March 31, 2019, the Company was in compliance with all such covenants.
At June 30, 2018,March 31, 2019, the total borrowings of the independents and affiliates subject to guarantee by the Company were approximately $685,141.$809,784. These loans generally mature over periods from one to six years. In the event that the Company is required to make payments in connection with guaranteed obligations of the independents or the affiliates, the Company would obtain and liquidate certain collateral (e.g., accounts receivable and inventory) to recover all or a portion of the amounts paid under the guarantees. When it is deemed probable that the Company will incur a loss in connection with a guarantee, a liability is recorded equal to this estimated loss. To date, the Company has had no significant losses in connection with guarantees of independents’ and affiliates’ borrowings.


As of June 30, 2018,March 31, 2019, the Company has recognized certain assets and liabilities amounting to $70,000$85,000 each for the guarantees related to the independents’ and affiliates’ borrowings. These assets and liabilities are included in other assets and other long-term liabilities in the condensed consolidated balance sheets.

Note I –7. Fair Value of Financial Instruments

The carrying amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents, trade accounts receivable, trade accounts payable, and borrowings under the line of credit and term loan approximate their respective fair values based on the short-term nature of these instruments. As of June 30, 2018,March 31, 2019, the carrying amount, net of debt issuance costs, and the fair value of fixed rate debt were approximately $1,483,356$1,451,281 and $1,433,875,$1,473,599, respectively. The fair value of fixed rate debt is designated as Level 2 in the fair value hierarchy (i.e., significant observable inputs) and is based primarily on the discounted value of future cash flows using current market interest rates offered for debt of similar credit risk and maturity. The carrying amount, net of debt issuance costs, of fixed rate debt of $1,483,356$1,451,281 is included in long-term debt in the accompanying condensed consolidated balance sheet.

8. Derivatives and Hedging
Note J – Non-Derivative Financial InstrumentThe Company is exposed to various risks arising from business operations and market conditions, including fluctuations in interest rates and certain foreign currencies. When deemed appropriate, the Company uses derivative and non-derivative instruments as risk management tools to mitigate the potential impact of interest rate and foreign exchange rate risks. The objective of using these tools is to reduce fluctuations in the Company’s earnings and cash flows associated with changes in these rates. Derivative financial instruments are not used for trading or other speculative purposes. The Company has not historically incurred, and does not expect to incur in the future, any losses as a result of counterparty default related to derivative instruments.

The Company formally documents relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes linking cash flow hedges to specific forecasted transactions or variability of cash flow to be paid. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the designated derivative and non-derivative instruments that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items. When a designated instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, hedge accounting is discontinued prospectively.
Cash Flow Hedge
In July 2018 and February 2019, the Company entered into interest rate swaps to mitigate variability in forecasted interest payments on $500,000 and $300,000, respectively, of the Company’s U.S. dollar-denominated unsecured variable rate debt. The interest rate swaps effectively convert a portion of the floating rate interest payment into a fixed rate interest payment. The Company designated the interest rate swaps as qualifying hedging instruments and accounts for these derivatives as cash flow hedges. The fair values of the interest rate cash flow hedges were not material as of March 31, 2019. Gains or losses related to the interest rate cash flow hedges were not material during the three months ended March 31, 2019.
Hedges of Net Investments in Foreign Operations
In July 2018, concurrent with the cash flow hedge described above, the Company entered into a cross-currency interest rate swap agreement to effectively convert $500,000 of the U.S. dollar-denominated unsecured variable rate debt to fixed-rate Euro-denominated debt. In February 2019, the Company terminated the cross-currency interest rate swap agreement and entered into a forward contract to effectively convert $800,000 of the U.S. dollar-denominated unsecured debt to Euro-denominated debt. No gains or losses were recognized at termination. The risk management objective of these transactions is to manage foreign currency risk relating to a European subsidiary and reduce the variability in the functional currency equivalent cash flows of the unsecured variable rate debt. The Company designated the instruments as qualifying hedging instruments and accounts for these derivatives as a hedge of the foreign currency exchange rate exposure of an equal amount of the Company's Euro-denominated net investment in a European subsidiary. The fair value of the forward currency hedge was not material as of March 31, 2019. Gains or losses related to the cross-currency interest rate swap and the forward contract were not material during the three months ended March 31, 2019.
As of June 30, 2018,March 31, 2019, the Company also had designated €700,000 of the face value of Euro-denominated debt, a non-derivative financial instrument, as a hedge of the foreign currency exchange rate exposure of an equal amount to the Company's euro-denominatedEuro-denominated net investment in a European subsidiary. As of June 30, 2018,March 31, 2019, the euro-denominatedEuro-denominated debt has a total carrying amount of $817,880,$785,330, which is included in long-term debt in the Company’s condensed consolidated balance sheet. For the three and six months ended June 30, 2018,March 31, 2019, the Company recorded a gain, net of tax, of approximately $32,755 and $16,045 respectively,$11,446 in the cash flow and net investment hedgehedges section of the accumulated other comprehensive loss in the Company’s condensed consolidated balance sheet and statementstatements of income and comprehensive income. No hedge ineffectiveness was recognized in income.

The Company did not reclassify any gains or losses related to net investment hedges from accumulated other comprehensive loss into earnings during the three months ended March 31, 2019. Amounts would only be reclassified into earnings if the European subsidiary were liquidated, or otherwise disposed.
Note K –9. Leased Properties
The Company primarily leases real estate for certain retail stores, distribution centers, office space and land. The Company also leases equipment (primarily vehicles).
Most real estate leases include one or more options to renew, with renewal terms that generally can extend the lease term from one to 20 years. The exercise of lease renewal options is at the Company's discretion. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.

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

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

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

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

10. Legal Matters

As more fully discussed in Note 10the legal matter footnote of the Company's notes to the consolidated financial statements in its 20172018 Annual Report on Form 10-K, a jury awarded damages against the Company in a litigated automotive product liability dispute.At the time of the filing of these financial statements, based upon the Company’s legal defenses, insurance coverage, and reserves, the Company does not believe this matter will have a material impact to the condensed consolidated financial statements.

Note L –11. Acquisitions and Divestitures

Acquisitions
As more fully discussedThe Company acquired several businesses for approximately $153,200, net of cash acquired, during the three months ended March 31, 2019. These included Hennig Fahrzeugteile Group and several bolt-on acquisitions in Note 11the Automotive Parts Group and Axis New England and Axis New York in the Industrial Parts Group.
Divestitures
Grupo Auto Todo
On March 7, 2019, the Company sold all of the Company's notes toequity of Grupo Auto Todo, a Mexican subsidiary within the consolidated financial statements in its 2017 Annual Report on Form 10-K, the estimated fair valuesAutomotive Parts Group. Grupo Auto Todo contributed approximately $93,000 of the assets acquired and liabilities assumed as part of the AAG acquisition in November 2017 are preliminary and subject to revision, pending completion of the final valuations for these assets. Among other things, the Company is finalizing its review of valuation reports of certain tangible and intangible assets, as well as completing its review of certain related tax accounts. For the six months ended June 30, 2018, no significant changes were made to the provisional amounts disclosed revenues for the year ended December 31, 2017.

Divestitures
On April 12, 2018,2018. The Company incurred realized currency losses of $27,037 from this transaction during the Company entered into a definitive agreement with Essendant to combine with the Company's Business Products Group in a business combination transaction.three months ended March 31, 2019. The transaction is structured as a Reverse Morris Trust, in which the Company will separate the Business Products Group into a standalone company and spin off that standalone company to the Company's shareholders, immediately followed by the merger of a subsidiary of Essendant and the spun-off company. Subsequently,Essendant received letters from Staples, Inc. ("Staples") expressing its interestrealized currency losses are included in the purchase of 100% of Essendant's equity for $11.50 per share in cash.  Additionally, the Federal Trade Commission has issued second requests in connection with filings under the Hart-Scott-Rodino Antitrust Improvement Act for both the Company's definitive agreement with Essendant and the Staples proposal to acquire Essendant. 

The proceeds of the transaction will take the form of Essendant shares to be issued at closing to the Company's shareholders plus one-time cash payments to the Company of approximately $347,000, subject to adjustments at closing. Upon closing, the Company's shareholders will own approximately 51% and Essendant shareholders will own approximately 49% of the combined company on a diluted basis, with approximately 80,000,000 diluted shares expected to be outstanding. The spinoff will have no effectline item "other" within non-operating expenses (income) on the number of the Company's common shares owned by the Company's shareholders or the number of shares of the Company's


common stock outstanding. The transaction is intended to be tax-free to the Company's shareholders for U.S. federal income tax purposes.

Subject to regulatory and Essendant shareholder approvals and other customary closing conditions, the Company continues to expect to close on the proposed transaction with Essendant before the end of 2018. The assets and liabilities of the Business Products Group will continue to be presented as "held and used" on the Company's condensed consolidated balance sheet until the closingstatements of the transaction.  The spinoff announcement was evaluatedincome and determined not to be an event or a change in circumstance that required a recoverability test or a goodwill impairment assessment.  However, an impairment loss could be recognized by the Company at the spinoff date if the aggregate carrying amount of the Business Products Group's assets and liabilities exceeds its aggregate fair value at that date.  The Company cannot currently predict whether an impairment loss will be recorded at the spinoff date.

comprehensive income.
Note M –12. Reclassifications

Certain prior period amounts have been reclassified to conform to the current year presentations. Within the condensed consolidated statements of income and comprehensive income, the Company adopted ASU 2017-07 and adjusted the prior period to include the components of net periodic benefit income other than the service cost component within other non-operating expenses (income). See the employee benefit plans footnote for additional information.
13. Earnings Per Share
As more fully discussed in the segment informationshare-based compensation footnote of the Company’s notes to the consolidated financial statements in its 2018 Annual Report on Form 10-K, the Company adjusted priormaintains 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. Options to purchase approximately 3 shares of common stock were outstanding but excluded from the computations of diluted earnings per share for the three month period ended March 31, 2019 as compared to approximately 1,334 for the three month period ended March 31, 2018. These options were excluded from the computations of diluted net sales to allocate discounts, incentives, and freight billed to customers to their respective segments and also combinedincome per common share because the industrial and electrical/electronic materials segments.options’ exercise prices were greater than the average market price of the common stock.

Refer to the revenue recognition footnote for more information about the Company's change in classification for its estimate of certain merchandise returns in connection with adopting ASU 2014-09.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes contained herein and with the audited consolidated financial statements, accompanying notes, related information and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2017.2018.
Forward-Looking Statements

Some statements in this report, as well as in other materials we file with the Securities and Exchange Commission ("SEC") or otherwise release to the public and in materials that we make available on our website, constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Senior officers may also make verbal statements to analysts, investors, the media and others that are forward-looking. Forward-looking statements may relate, for example, to the proposed business combination transaction between the Company and Essendant in which the Company will spin-off its Business Products Group and combine this business with Essendant or the acquisition of AAG and the anticipated strategic benefits, synergies and other attributes of these transactions,resulting from acquisitions, as well as future operations, prospects, strategies, financial condition, economic performance (including growth and earnings), industry conditions and demand for our products and services.

The Company cautions that its forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements. Actual results or events may differ materially from those indicated as a result of various important factors. Such factors may include, among other things, the Company’s ability to successfully integrate AAGacquired companies into the Company, including the challenges associated with the integration of processes to ensure the adequacy of our internal controls in regard to the Alliance Automotive Group business, and to realize the anticipated synergies and benefits; changes in the European aftermarket; the Company's ability to complete the transaction to spin-off its Business Products Group and combine it with Essendant, particularly in light of Staples, Inc.'s announced offer to acquire Essendant; the Company’s ability to successfully implement its business initiatives in each of its three business segments; slowing demand for the Company’s products; changes in national and international legislation or government regulations or policies, including potentialnew import tariffs and data security policies and requirements; changes in general economic conditions, including unemployment, inflation (including the impact of potential tariffs) or deflation;deflation and the United Kingdom’s referendum to exit from the European Union, commonly known as Brexit; changes in tax policies; volatile exchange rates; volatility in oil prices; significant cost increases, such as rising fuel and freight expenses; labor shortages; uncertain credit markets and other macroeconomic conditions; competitive product, service and pricing pressures; the ability to maintain favorable vendor arrangements and relationships; disruptions in our vendors’ operations, including the impact of potential tariffs and trade considerations on their operations and output, as required to meet product demand; the Company’s ability to successfully integrate its other acquired businesses;failure or weakness in our disclosure controls and procedures and internal controls over financial reporting; the uncertainties and costs of litigation; disruptions caused by a failure or breach of the


Company’s information systems, as well as other risks and uncertainties discussed in the Company’s Annual Report on Form 10-K for 20172018 and from time to time in the Company’s subsequent filings with the SEC.
Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent Forms 10-K, 10-Q, 8-K and other reports to the SEC.
Overview
Genuine Parts Company is a service organization engaged in the distribution of automotive replacement parts, industrial parts and business products. We have a long tradition of growth dating back to 1928, the year we were founded in Atlanta, Georgia. During the sixthree months ended June 30, 2018,March 31, 2019, business was conducted throughout the U.S., Canada,North America, Australia, New Zealand, Mexico, the U.K., France, Germany, Poland, and Puerto Rico from approximately 3,100 locations.

For the periods presented, the Company is reporting its operations under three business segments: Automotive, Industrial and Business Products. Effective in 2018, EIS, Inc., formerly our Electrical and Electronic business segment, was combined with Motion Industries and is now identified as the Electrical Specialties Group of Motion Industries. As a result, the Industrial business segment is comprised of Motion Industries and EIS, Inc. The combination of these two segments will provide strong economies of scale and greater operating efficiencies, which we intend to leverage. The opportunity to build synergies by sharing talent, physical resources, greater size and scale, and value-added expertise in each respective market channel is highly compelling. We anticipate this combination will create value for both our customers and all our stakeholders.

Sales for the three months ended June 30, 2018March 31, 2019 were $4.82$4.7 billion, a 17.6%3.3% increase as compared to $4.10$4.6 billion in the same period of the prior year. For the three months ended June 30, 2018,March 31, 2019, the Company recorded consolidated net income of $227.0$160.3 million, an increasea decrease of 19%9.2% as compared to consolidated net income of $190.0$176.6 million in the same three month period of the prior year. On a per share diluted basis, net income was $1.54, an increase$1.09 for the three months ended March 31, 2019, a decrease of 19.4%9.2% as compared to $1.29$1.20 for the same three month period of 2017. For2018.
During the sixthree months ended June 30, 2018, sales were $9.41 billion, an 18% increase as compared to $8.01 billion in the same period of the prior year. For the six months ended June 30, 2018, the Company recorded consolidated net income of $403.5 million compared to consolidated net income of $350.1 million in the same six month period of the prior year, an increase of 15%. On a per share diluted basis, net income was $2.74, an increase of 16.1% as compared to $2.36 in the same six month period of 2017.
On April 12, 2018, the Company entered into a definitive agreement with Essendant to combine with the Company's Business Products Group in a business combination transaction. The transaction is structured as a Reverse Morris Trust, in which the Company will separate the Business Products Group into a standalone company and spin off that standalone company to the Company's shareholders, immediately followed by the merger of Essendant and the spun-off company. Subsequently, Essendant received letters from Staples expressing its interest in the purchase of 100% of Essendant's equity for $11.50 per share in cash. Additionally, the Federal Trade Commission has issued second requests in connection with filings under the Hart-Scott-Rodino Antitrust Improvement Act for both the Company's definitive agreement with Essendant and the Staples proposal to acquire Essendant. Subject to regulatory and Essendant shareholder approvals and other customary closing conditions, the Company expects to close on the proposed transaction with Essendant before the end of 2018.
In the three and six month periods ended June 30, 2018,March 31, 2019, the Company incurred certainpre-tax expenses of $34.1 million from realized currency losses and transaction and other costs primarily related to the $2.0 billion EuropeanMarch 7, 2019 sale of Grupo Auto Todo, a Mexican subsidiary in the Automotive Parts Group that contributed approximately $93.0 million of revenues for the year ended December 31, 2018. The three months ended March 31, 2018 include $13.0 million in transaction and other costs primarily related to the AAG acquisition of AAG and the pending transaction toattempted spin-off of the Company's Business Products Group and combine it with Essendant. Group.
Before the impact of theserealized currency losses and transaction and other costs, the Company's adjusted net income was $233.6 million, or $1.59 on an adjusted per share diluted basis, for the three month period ended June 30, 2018, and both amounts increased 23% over the same period in the prior year. Adjusted net income was $420.0$187.2 million, an increase of 20%, or $2.85 on an0.4% as compared to adjusted net income of $186.5 million in the same three month period of the prior

year. On a per share diluted basis, adjusted net income was $1.28 for the three months ended March 31, 2019, an increase of 21%,0.8% as compared to $1.27 for the sixsame three month period ended June 30,of 2018.
The Company remains committed to its key growth initiatives, which include: driving greater share of spend with existing customers; employing an aggressive but disciplined acquisition strategy focused on both geographical in-fill and product line adjacencies; expanding the Company's digital capabilities; and the further expansion of our U.S. and international store footprint.
We continue to execute on these sales initiatives, as welland also focus on our plans and initiatives to enhance our gross margins, reduce costs and build a highly productive, sustainable and cost-effective structure. We expect our focus in these key areas to improve the Company's operating performance over the long-term.



Sales

Sales for the three months ended June 30, 2018March 31, 2019 were $4.82$4.7 billion, a 17.6%3.3% increase as compared to $4.10$4.6 billion in the same period of the prior year. Approximately 3%3.3% of the revenue increase for the three months ended June 30, 2018March 31, 2019 came from organic sales, 14%while 2% came from acquisitions, and 0.5% fromacquisitions. These items were partially offset by a positive2% negative currency impact. For the six months ended June 30, 2018 sales were $9.41 billion, a 17.5% increase as compared to $8.01 billion in the same period of the prior year. This reflects an approximate 2% increase in organic sales, a 14% contribution from acquisitions and a 1% favorable currency impact, as compared to the same six month period in 2017.

Sales for the Automotive Parts Group increased 27.7% in2.3% for the second quarter of 2018,three months ended March 31, 2019, as compared to the same period in the prior year. This group’s revenue increase for the three months ended June 30, 2018March 31, 2019 consisted of an approximate 2%3.1% increase in organic sales and a 25%2.9% benefit from acquisitionsacquisitions. These items were partially offset by an unfavorable foreign currency impact of approximately 3.4% and a 1% favorable currency impact. This group's 28.6% sales increase for the six month period ended June 30, 2018 reflects a 1% increase from organic sales growth, an approximate 26% contribution from acquisitions, and a 1%0.3% negative impact from currency from our businesses throughout Europe, Australasia, Canada, and Mexico.the sale of Grupo Auto Todo. We anticipate the Company’s initiatives to drive both organic and acquisitive growth will positively benefit the Automotive Parts Group in the quarters ahead.

Sales for the Industrial Parts Group increased 8.7%5.7% for the three month periodmonths ended June 30, 2018,March 31, 2019, as compared to the same period in 2017.2018. The increase in this group’s revenues reflects an approximate 6.5%4.2% increase in organic sales, a 2% accretive impact of1.8% benefit from acquisitions and a slightly favorableunfavorable foreign currency impact. This group's 8.5% sales increase for the six month period ended June 30, 2018 reflects a 5.5% increase in organic sales and a 3% increase from acquisitions. The Industrial Parts Group has initiatives in place to drive continued market share expansion through both organic and acquisitive sales growth in the quarters ahead. TheseWe believe these ongoing initiatives, combined with favorable economic and industry specific factors, bode well for Industrial's long-term growth prospects.

Sales for the Business Products Group were unchangedincreased 1.0% for the three months ended June 30, 2018,March 31, 2019, compared to the same three month period in 2017. For the six months ended June 30, 2018, this group's revenues decreased 2.4%primarily due primarily to its decreasean increase in organic sales. On April 12, 2018, the Company entered into a definitive agreement with Essendant to combine with our Business Products Group in a business combination transaction. Subject to regulatory and Essendant shareholder approvals and other customary closing conditions, the transaction is expected to close before the end of 2018. Until this transaction closes, weWe will remain focused on our core growth initiatives for this business, including the further enhancement of our Facilities, Breakroom and Safety Products offering.

For the six month periodthree months ended June 30, 2018,March 31, 2019, industry pricing was flatup 0.5% in the Automotive segment and increased 2.0%Parts Group, up 1.2% in the Industrial segmentParts Group and 1.1%up 2.0% in the Business Products segment.Group.
Cost of Goods Sold/Expenses

Cost of goods sold for the three months ended June 30, 2018March 31, 2019 was $3.30$3.23 billion, a 15.4%2.5% increase from $2.86$3.15 billion for the same period in 2017.2018. As a percentage of net sales, cost of goods sold was 68.4%68.2% for the three month periodmonths ended June 30, 2018,March 31, 2019, as compared to 69.8%68.7% in the same three month period of 2017. Cost of goods sold for the six months ended June 30, 2018 was $6.45 billion, a 15.0% increase from $5.61 billion for the same period in the prior year. As a percent of net sales, cost of goods sold was 68.6% as compared to 70.1% in the same six month period of 2017.2018. The increase in cost of goods sold for the three and six month periodsmonths ended June 30, 2018March 31, 2019 primarily relates to the sales increasesincrease for these periodsthis period as compared to the same three and six month periodsperiod of the prior year. The increasesincrease for these periods werethis period was partially offset by the favorable impact of the lower cost of goods sold model at AAG as well as at certain other acquisitions. In addition, cost of goods sold has been favorably impacted by the improvement in the industrial business.Automotive Parts Group and Industrial Parts Group due to favorable global supplier negotiations, more flexible and sophisticated pricing strategies, a shift in product mix to products that carry a higher gross margin and higher supplier incentives due to improved volumes for these segments. The Company’s cost of goods sold includes the total cost of merchandise sold, including freight expenses associated with moving merchandise from our vendors to our distribution centers, retail stores and branches, as well as vendor volume incentives and inventory adjustments. Gross profit as a percentage of net sales may fluctuate based on (i) changes in merchandise costs and related vendor volume incentives or pricing, (ii) variations in product and customer mix, (iii) price changes in response to competitive pressures, (iv) physical inventory and LIFO adjustments, and (v) changes in foreign currency exchange rates.

rates, and (vi) the impact of tariffs.
Total operating expenses increased to $1.21$1.3 billion for the three month periodmonths ended June 30, 2018March 31, 2019 as compared to $948.7 million$1.2 billion for the same three month period in 2017.2018. As a percentage of net sales, operating expenses increased to 25.1%26.7% as compared to 23.1%26.1% in the same three month period of the previous year. For the six months ended June 30, 2018, these expenses totaled $2.41 billion, or 25.6% as a percentage of net sales, compared to $1.87 billion, or 23.3% as a percentage of net sales for the same six month period in the prior year. The increase in operating expenses as a percentage of net sales for the three and six month periodsmonths ended June 30, 2018March 31, 2019 reflects the Company’s deleveragingeffect of expenses on lower comparable sales in the U.S. Automotive and


Business Products segments, as well as higherrising costs in areas such as payroll, freight and delivery, IT digital, legal, professional and insurance, fuel and freight related costs, and acquisition related costs. Likewise,cyber-security. In addition, the increase includesCompany’s ability to leverage its expenses was negatively impacted due to lower core sales in certain markets relative to the impact of the higher operating expense model at AAG as well as at certain other acquisitions. Finally, the three and six monthprior year. The Company's ongoing cost control initiatives partially offset these increases include approximately $9 million and $16 million, respectively, in transaction and other costs related to the acquisition of AAG and the pending transaction to spin-off the Company's Business Products Group. The Company continues to focus on effectively managing the costsheadwinds in our businesses with ongoing investments in technology, productivity and supply chain initiatives primarily associated with freight, digital, pricing, data analytics and logistics related functions.

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

structure. The Company's recent acquisitions have lower costs of goods sold and higher levels of operating costs as compared to the Company's other businesses, however, the operating profit margins remain consistent.

consistent.The Company continues to focus on effectively managing the costs in our businesses with ongoing investments in technology, productivity and supply chain initiatives primarily associated with freight, digital, pricing, data analytics and logistics related functions.
Operating Profit

Operating profit increased to $390.2$321.5 million for the three months ended June 30, 2018,March 31, 2019, compared to $349.3$318.5 million for the same three month period of the prior year, an increase of 11.7%0.9%. As a percentage of net sales, operating profit was 8.1%6.8% as compared to 8.5%6.9% in the same three month period of 2017. For the six months ended June 30, 2018, operating profit increased to $708.7 million compared to $636.1 million for the same six month period of the prior year, and as a percentage of net sales, operating profit was 7.5% as compared to 7.9% in the same six month period of 2017.2018. The decrease in operating profit as a percentagepercent of net sales for the three and six month periodsmonths ended June 30, 2018March 31, 2019 is primarily due to the deleveragingincrease in operating expenses due to the effect of fixedrising costs associated with lower comparable sales growth in the U.S. automotive and business products segments, higher expenses in areas such as IT, digital, legal, professional and insurance,payroll, freight and delivery, IT and acquisition related costs andcyber-security. In addition, the Company’s ability to leverage its expenses was negatively impacted due to lower volume incentivescore sales in certain markets relative to the Business Products Group.prior year. These increases and other headwinds were partially offset by our ongoing cost control initiatives.

the improvement in gross margin for the first quarter of 2019 as compared to the same period in 2018.
The Automotive Parts Group’s operating profit increased 17.5%decreased 3.0% in the three month periodmonths ended June 30, 2018March 31, 2019 as compared to the same period of 2017,2018, and its operating profit margin was 8.9%6.8% as compared to 9.7%7.2% in the same period. For the six months ended June 30, 2018, the Automotive Parts Group's operating profit increased approximately 19.3% and the operating profit margin was 8.1% as compared to 8.7% in the same six month period of 2017.the previous year. The decrease in operating profit marginas a percent of sales for the three and six month periodsmonths ended June 30, 2018March 31, 2019 is primarily due to the slow organic sales environmentimpact of rising costs and the deleveraging of expenses in our U.S. Automotive businesses and its impact on expense leveragethe European automotive business. These increases were partially offset by the improvement in gross margin for the first quarter of 2019 as well as higher costs in areas such as payroll, IT, digital, legal, professional and insurance, freight and delivery and acquisition related costs.

compared to the same period of the previous year.
The Industrial Parts Group’s operating profit increased 11.9%7.9% in the three month periodmonths ended June 30, 2018March 31, 2019 as compared to the same three month period of 2017,2018, and the operating profit margin for this group was 7.8%7.4% compared to 7.6%7.2% for the same period of the previous year. OperatingThe improved operating profit forreflects the Industrial Parts Group increased by 10.0% forpositive impact of strong sales growth, improved gross margins and the six month periodleveraging of expenses in the three months ended June 30, 2018,March 31, 2019 as compared to the same period in 2017,2018, driven by a healthy industrial economy and the operating profit margin was 7.5% compared to 7.4% for the same six month period in 2017. The increase in operating profit margin for the three and six month periods ended June 30, 2018 is primarily due to the Industrial Group's 6.5% and 5.5%, respectively, increase in organic sales volume and its positive impact on expense leverage, as well as improved core gross margin.effective execution of Industrial's growth initiatives.

The Business Products Group’s operating profit decreased 28.8%1.8% for the three months ended June 30, 2018,March 31, 2019, compared to the same three month period in 2017,2018, and the operating profit margin for this group was 4.4% compared to 6.2%4.6% for the same three month period of 2017. For the six months ended June 30, 2018, the Business Products Group's operating profit decreased 29.7% compared to the same period in 2017, and the operating profit margin was 4.5% compared to 6.2% for the same period in 2017.2018. The decrease in operating profit margin for the three and six month periodsmonths ended June 30, 2018March 31, 2019 is primarily due to the impact of lower organic sales volumeunfavorable shift in customer and its negative impact on expense leverage and volume incentives.product mix.
Income Taxes

The effective income tax rate was 24.4%24.2% for the three months ended June 30, 2018,March 31, 2019, compared to 36.1%23.0% for the same three month period in 2017. The effective2018, primarily due to differences in income tax rate was 23.8% for the six month period ended June 30, 2018, compared to 35.3% for the same period in 2017. The rate decrease in the threerates associated with transaction and six month periods ended June 30, 2018 reflects the positive impact of the Tax Cuts and Jobs Act enacted in December 2017other costs as well as a favorable mix of U.S. and foreign earnings, including AAG acquiredstatute adjustments recorded in November 2017, as compared to the same three and six month periods in 2017.periods.


Net Income

For the three months ended June 30, 2018,March 31, 2019, the Company recorded consolidated net income of $227.0$160.3 million, an increasea decrease of 19.5%9.2% as compared to consolidated net income of $190.0$176.6 million in the same three month period of the prior year. On a per share diluted basis, net income was $1.54, an increase$1.09, a decrease of 19.4%9.2% as compared to $1.29$1.20 for the same three month period of 2017. For2018.
During the sixthree months ended June 30, 2018,March 31, 2019, the Company recorded consolidatedincurred expenses of $34.1 million from realized currency losses and transaction and other costs, before taxes. The realized currency losses and transaction and other costs primarily resulted from the March 7, 2019 sale of Grupo Auto Todo, a Mexican subsidiary in the Automotive Parts Group that contributed approximately $93.0 million of revenues for the year ended December 31, 2018. The three months ended March 31, 2018 include $13.0 million in transaction and other costs primarily related to the AAG acquisition and the attempted spin-off of the Business Products Group.
Before the impact of realized currency losses and transaction and other costs, the Company's adjusted net income of $403.5was $187.2 million, an increase of 15.3%0.4% as compared to consolidatedadjusted net income of $350.1$186.5 million in the same sixthree month period of the prior year. On a per share diluted basis, net income was $2.74, an increase of 16.1% as compared to $2.36 in the same six month period of 2017.
The Company incurred certain transaction and other costs in the second quarter ended June 30, 2018 related to the acquisition of AAG and the pending transaction to spin-off the Company's Business Products Group and combine it with Essendant. Before the impact of these costs, the Company's adjusted net income was $233.6 million,$1.28 for the three months ended March 31, 2019, an increase of 22.9%, or $1.59 on an adjusted per share diluted basis, an increase of 23.3%, in0.8% as compared to $1.27 for the same three month period ended June 30,of 2018. Before the transaction and other costs discussed above recorded in the six month period ended June 30, 2018, adjusted net income was $420.0 million, an increase of 20.0%, or $2.85 on an adjusted per share diluted basis, an increase of 20.8%.
The following table sets forth a reconciliation of net income and diluted net income per common share to adjusted net income and adjusted diluted net income per common share to account for the impact of these adjustments. The Company believes that the presentation of adjusted net income and adjusted net income per common share, which are not calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”), provide meaningful supplemental information to both management and investors that is indicative of the Company's core operations. The Company does not, nor does it suggest investors should consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information.

Three Months Ended June 30, Six Months Ended June 30, Three Months Ended March 31,
2018 2017 2018 2017
(Unaudited)
(in thousands, except per share data)
       
(in thousands, except per share data) 2019 2018
GAAP net income$226,972
 $189,972
 $403,548
 $350,132
 $160,250
 $176,576
Diluted net income per common share$1.54
 $1.29
 $2.74
 $2.36
 $1.09
 $1.20
           
Add after-tax adjustments:       
Adjustments:    
Realized currency losses $27,037
 $
Transaction and other costs6,581
 
 16,464
 
 7,077
 13,009
       
Tax impact of adjustments (7,150) (3,126)
Adjusted net income$233,553
 $189,972
 $420,012
 $350,132
 $187,214
 $186,459
Adjusted diluted net income per common share$1.59
 $1.29
 $2.85
 $2.36
 $1.28
 $1.27
Financial Condition
The Company’s cash balance of $355.1$356.9 million at June 30, 2018March 31, 2019 increased $40.2$23.4 million, or 12.8%7.0%, from December 31, 2017.2018. For the sixthree months ended June 30, 2018,March 31, 2019, the Company used $82.5$138.4 million for acquisitions and other investing activities, $204.6$105.4 million for dividends paid to the Company’s shareholders, and $65.1$45.6 million for investments in the Company via capital expenditures. These items were partially offset by the Company’s earnings and net cash provided by operating activities.

Accounts receivable increased $248.1$248.3 million, or 10%10.0%, from December 31, 2017,2018, which is primarily due to the Company’s acquisitions and higher sales volume in the three month periodmonths ended June 30, 2018March 31, 2019 as compared to the fourth quarter of 2017.2018. Inventory decreased $286.1increased $75.2 million, or 8%2.1%, from December 31, 20172018 due primarily to a change in classificationacquisitions of certain estimated merchandise returns in connection with adopting ASU 2014-09.businesses and planned increases to support sales growth. Accounts payable increased $196.4$62.4 million, or 5%1.6%, from December 31, 2017,2018, primarily due to more favorable payment terms negotiated with the Company's vendors less the impacthigher levels of lower purchasing volume in the period on the June 30, 2018 balance relativevolumes to December 31, 2017.support higher sales. The Company’s debt is discussed below.


Liquidity and Capital Resources
Total debt of $3.2$3.4 billion at June 30, 2018 decreased $68March 31, 2019 increased $278.3 million, or 2.1%8.9%, from December 31, 2017.2018. At June 30, 2018,March 31, 2019, the Company's total average cost of debt was 2.98%2.50% and the Company remained in compliance with all covenants connected with the aboveits borrowings.

The ratio of current assets to current liabilities was 1.3 to 1 at June 30, 2018, unchanged from the level at December 31, 2017. The Company currently believes existing lines of credit and cash generated from operations will be sufficient to fund anticipated operations, including discretionary share repurchases, if any, for the foreseeable future.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Although the Company does not face material risks relatedFor quantitative and qualitative disclosures about market risk, refer to interest rates“Quantitative and commodity prices, the Company is exposed to changesQualitative Disclosures About Market Risk” in foreign currency rates with respect to foreign currency denominated operating revenues and expenses. The Company has translation gains or losses that result from translationItem 7A of the results of operations of an operating unit’s foreign functional currency into U.S. dollars for consolidated financial statement purposes. The Company’s principal foreign currency exchange exposures are the Euro, British pound, Australian dollar, Canadian dollar and Mexican peso, which are the functional currenciesPart II of our operations in Europe, the U.K., Australia, Canada and Mexico, respectively. As previously noted under “Sales,” foreign currency exchange exposure, particularly in regard to the Australian dollar and Canadian dollar, positively impacted our results for the three and six month periods ended June 30, 2018. There have been no other material changes in market risk from the information provided in the Company’s 2017 Annual Report on Form 10-K.10-K for the fiscal year ended December 31, 2018. Our exposure to market risk has not changed materially since December 31, 2018.
Item 4. Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO)("CEO") and Chief Financial Officer (CFO)("CFO"), of the effectiveness of the Company’s disclosure controls and procedures.procedures, as such term is defined in SEC Rule 13a-15(e). Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or furnishes under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, asconcluded that due to a previously reported material weakness, the Company’s internal control over financial reporting was not effective. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, AAG, the Company's European automotive subsidiary that generated approximately 10% of the Company's total net sales in 2018, did not adequately identify, design and maintain internal controls at the transaction level that mitigate the risk of material misstatement in financial reporting processes nor did it maintain appropriate information technology controls. Refer to allow timely decisions regarding required disclosure.Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for more information.
There were no material errors in the financial results or balances identified as a result of the control deficiencies, and there were no restatements of prior period financial statements and no changes in previously released financial results were required as a result of these control deficiencies.

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

PART II – OTHER INFORMATION
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 20172018 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our 20172018 Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.


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

The following table provides information about the Company’s purchases of shares of the Company’s common stock during the three months ended June 30, 2018:

March 31, 2019:
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total
Number of
Shares
Purchased
(1)
 
Average
Price Paid
Per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)
 
Maximum Number of
Shares That May Yet
Be Purchased Under
the Plans or
Programs
April 1, 2018 through
April 30, 2018
3,843 $90.21  17,371,203
May 1, 2018 through
May 31, 2018
7,917 $91.10  17,371,203
June 1, 2018 through
June 30, 2018
21,748 $94.62  17,371,203
Totals33,508 $93.28  17,371,203
Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
January 1, 2019 through January 31, 2019 8,385 $95.99  16,420,143
February 1, 2019 through February 28, 2019 346,499 $109.77  16,420,143
March 1, 2019 through March 31, 2019 89,261 $109.22  16,420,143
Totals 444,145 $109.40  16,420,143
(1)Includes shares surrendered by employees to the Company to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock, the exercise of stock options and/or tax withholding obligations.
(2)On November 17, 2008 and August 21, 2017, the Board of Directors announced that it had authorized the repurchase of 1515.0 million shares and 1515.0 million shares, respectively. The authorization for these repurchase plans continues until all such shares have been repurchased or the repurchase plan is terminated by action of the Board of Directors. Approximately 2.41.4 million shares authorized in the 2008 plan and 15.0 million shares authorized in 2017 remain available to be repurchased by the Company. There were no other plans announced as of June 30, 2018.March 31, 2019.


Item 6. Exhibits
(a) The following exhibits are filed or furnished as part of this report:
 
Exhibit 3.1 
  
Exhibit 3.2 
   
Exhibit 31.1 
  
Exhibit 31.2 
  
Exhibit 32.132 
  
Exhibit 32.2101.INS inline XBRL document.
  
Exhibit 101101.SCH Interactive data files pursuant to Rule 405 of Regulation S-T:XBRL Taxonomy Extension Schema Document
  (i) the Condensed Consolidated Balance Sheets at June 30, 2018 and December 31, 2017; (ii) the Condensed Consolidated Statements of Income and Comprehensive Income for the three and six month periods ended June 30, 2018 and 2017; (iii) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017; and (iv) the Notes to the Condensed Consolidated Financial Statements
Exhibit 101.CALXBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEFXBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LABXBRL Taxonomy Extension Labels Linkbase Document
Exhibit 101.PREXBRL Taxonomy Extension Presentation Linkbase Document


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  
Genuine Parts Company
(Registrant)
   
Date: July 25, 2018April 19, 2019 /s/ Carol B. Yancey
  Carol B. Yancey
  
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial and
Accounting Officer)




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