Genuine Parts Company
Annual Report 2016

Plain-text annual report

GENUINE PARTS COMPANY 2999 WILDWOOD PARKWAY ATLANTA , GA 30339 678-934-5000 WWW.GENPT.COM GENUINE PARTS COMPANY 2016 ANNUAL REPORT FINANCIAL HISTORY 89 YEARS OF GROWTH YEAR 1928 1929 1930 1931 1932 1933 1934 1935 1936 1937 1938 1939 1940 1941 1942 1943 1944 1945 1946 1947 1948 1949 1950 1951 1952 1953 1954 1955 1956 1957 1958 1959 1960 1961 1962 1963 1964 1965 1966 1967 1968 1969 1970 1971 1972 1973 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 $ NET SALES 75,129 227,978 339,732 402,463 482,525 629,751 904,580 1,035,477 1,299,185 1,520,199 1,858,252 3,180,241 3,928,342 6,109,724 6,592,707 8,205,316 10,084,893 11,355,633 19,237,291 18,531,472 20,729,280 19,845,875 24,447,042 26,244,669 28,468,962 29,731,105 30,744,504 34,073,288 41,325,377 48,140,313 56,504,293 71,581,580 75,010,726 80,533,146 90,248,450 96,651,445 120,313,692 171,545,228 175,132,785 204,893,008 245,443,798 303,455,677 340,036,395 387,138,252 450,500,768 501,189,438 572,833,282 678,353,280 846,192,692 942,958,756 1,148,632,000 1,337,468,000 1,431,713,000 1,584,642,000 1,936,524,000 2,068,231,000 2,303,594,000 2,332,544,000 2,394,072,000 2,606,246,000 2,941,963,000 3,161,198,000 3,319,394,000 3,434,642,000 3,668,814,000 4,384,294,000 4,858,415,000 5,261,904,000 5,697,592,000 5,981,224,000 6,587,576,000 7,950,822,000 8,369,857,000 8,220,668,000 8,258,927,000 8,449,300,000 9,097,267,000 9,783,050,000 10,457,942,000 10,843,195,000 11,015,263,000 10,057,512,000 11,207,589,000 12,458,877,000 13,013,868,000 14,077,843,000 15,341,647,000 15,280,044,000 15,339,713,000 $ INCOME BEFORE INCOME TAXES -2,570 8,027 15,666 21,516 16,839 34,614 52,115 38,503 70,234 72,622 78,305 136,902 176,301 348,690 337,252 430,634 489,547 532,944 1,621,541 1,088,967 1,176,590 1,067,096 1,454,832 1,168,405 1,416,235 1,408,213 1,642,148 1,921,777 2,473,384 3,328,598 4,251,175 6,001,005 5,661,551 6,491,113 7,107,524 7,210,807 9,324,827 12,262,510 12,409,363 14,918,758 19,330,334 24,228,557 28,163,228 33,897,667 36,104,767 42,088,098 50,234,298 63,552,088 79,321,897 88,365,511 105,070,000 121,953,000 133,996,000 154,271,000 193,560,000 200,822,000 234,713,000 245,203,000 240,565,000 262,068,000 290,445,000 321,877,000 333,219,000 335,027,000 353,998,000 425,829,000 474,868,000 510,794,000 545,233,000 565,600,000 589,117,000 628,067,000 646,750,000 603,813,000* 605,736,000 571,743,000 635,919,000 709,064,000 770,916,000 816,745,000 768,468,000 644,165,000 761,783,000 890,806,000 1,018,932,000 1,044,304,000 1,117,739,000 1,123,681,000 1,074,340,000 INCOME TAXES $ - 599 1,158 1,857 2,787 6,160 10,159 7,140 13,187 17,647 18,185 27,320 50,505 149,020 204,234 260,084 310,082 323,302 650,060 429,045 438,498 420,175 636,275 601,386 744,330 736,190 864,331 1,020,148 1,309,667 1,752,800 2,261,582 3,165,042 2,988,000 3,481,000 3,795,000 3,850,000 4,620,000 5,890,000 6,030,000 7,272,000 10,362,000 13,240,000 14,600,000 16,966,000 18,200,000 21,280,000 25,408,000 32,650,000 40,538,000 44,918,000 53,429,000 58,808,000 64,545,000 74,471,000 92,552,000 97,188,000 115,046,000 118,962,000 119,013,000 113,776,000 109,072,000 122,389,000 126,623,000 127,350,000 134,210,000 166,961,000 186,320,000 201,626,000 215,157,000 223,203,000 233,323,000 250,445,000 261,427,000 242,289,000* 238,236,000 218,101,000 240,367,000 271,630,000 295,511,000 310,406,000 293,051,000 244,590,000 286,272,000 325,690,000 370,891,000 359,345,000 406,453,000 418,009,000 387,100,000 $ NET INCOME -2,570 7,428 14,508 19,659 14,052 28,454 41,956 31,363 57,047 54,975 60,120 109,582 125,796 199,670 133,018 170,550 179,465 209,642 971,481 659,922 738,092 646,921 818,557 567,019 671,905 672,023 777,817 901,629 1,163,717 1,575,798 1,989,593 2,835,963 2,673,551 3,010,113 3,312,524 3,360,807 4,704,827 6,372,510 6,379,363 7,491,411 8,794,941 10,778,467 13,290,852 16,535,006 17,567,931 20,341,677 24,005,057 29,981,108 37,763,166 42,243,015 50,263,000 61,715,000 67,833,000 77,543,000 100,167,000 103,634,000 119,667,000 126,241,000 121,552,000 148,292,000 181,373,000 199,488,000 206,596,000 207,677,000 219,788,000 257,813,000 288,548,000 309,168,000 330,076,000 342,397,000 355,794,000 377,622,000 385,323,000 361,524,000* 367,500,000** 353,642,000** 395,552,000 437,434,000 475,405,000 506,339,000 475,417,000 399,575,000 475,511,000 565,116,000 648,041,000 684,959,000 711,286,000 705,672,000 687,240,000 $ TOTAL EQUITY END OF YEAR 38,756 49,837 60,591 78,097 90,187 109,025 149,176 171,238 185,119 240,140 358,621 476,750 623,521 738,536 859,449 1,032,182 1,202,955 1,415,974 2,379,001 3,029,334 4,005,910 4,372,831 4,966,086 5,325,561 5,647,553 6,022,077 6,449,894 7,001,523 7,815,241 8,969,272 10,807,320 13,285,215 14,967,697 17,142,687 19,213,273 21,189,880 29,268,289 45,565,926 47,308,163 55,679,256 63,649,275 77,437,679 85,290,945 95,476,147 108,053,465 121,548,638 137,156,965 163,092,941 206,861,402 233,641,292 275,127,000 320,706,000 359,889,000 410,689,000 581,915,000 636,218,000 701,113,000 729,231,000 758,493,000 760,256,000 863,159,000 971,764,000 1,033,100,000 1,126,718,000 1,235,366,000 1,445,263,000 1,526,165,000 1,650,882,000 1,732,054,000 1,859,468,000 2,053,332,000 2,177,517,000 2,260,806,000 2,345,123,000 2,130,009,000 2,312,283,000 2,544,377,000 2,693,957,000 2,549,991,000 2,716,716,000 2,324,332,000 2,629,372,000 2,802,714,000 2,792,819,000 3,008,179,000 3,358,768,000 3,312,364,000 3,159,242,000 3,207,356,000 SHAREHOLDER INFORMATION GENUINE PARTS COMPANY Genuine Parts Company’s common stock is traded on the New York Stock Exchange under the Shareholders can build their investments in Genuine Parts Company through a DIVIDEND REINVESTMENT PLAN STOCK LISTING symbol “GPC”. low-cost plan for automatically reinvesting dividends and by making optional cash purchases of the Company’s stock. For plan and enrollment information, write to the stock transfer agent listed or visit the plan website provided at the bottom of this page. INVESTOR RELATIONS Inquiries from security analysts and investment professionals should be directed to the Company’s investor relations contacts: Carol B. Yancey, Executive Vice President and Chief Financial Officer Sid Jones, Vice President - Investor Relations, at 678-934-5000. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP - Atlanta, Georgia OUTSIDE COUNSEL Alston & Bird LLP - Atlanta, Georgia EXECUTIVE OFFICES GENUINE PARTS COMPANY 2999 WILDWOOD PARKWAY ATLANTA, GEORGIA 30339 678-934-5000 STOCK TRANSFER AGENT, REGISTRAR OF STOCK, DIVIDEND DISBURSING AGENT AND OTHER SHAREHOLDER SERVICES Communications concerning share transfer requirements, duplicate mailings, direct deposit of dividends, lost certificates or dividend checks or change of address should be directed to the Company’s transfer agent via mail or the shareholder website provided at the bottom of this page. REGULAR MAIL COMPUTERSHARE P.O. BOX 30170 COLLEGE STATION, TX 77842-3170 OVERNIGHT COMPUTERSHARE 211 QUALITY CIRCLE, SUITE 210 COLLEGE STATION, TX 77845 ANNUAL MEETING OF SHAREHOLDERS The 2017 annual meeting of the shareholders of Genuine Parts Company will be held at the Executive Offices of the Company, 2999 Wildwood Parkway, Atlanta, Georgia at 10:00 a.m. on MONDAY, APRIL 24, 2017. Shareholder Website: www.computershare.com/investor Shareholder Online Inquiries: www-us.computershare.com/investor/contact Financial information as reported in the Company’s annual reports (includes discontinued operations) *Excludes facility consolidation and impairment charges **Excludes cumulative effect adjustment Dividend Reinvestment Plan and Enrollment Inquiries: www-us.computershare.com/investor/3x/plans/planslist.asp GENUINE PARTS COMPANY BY THE NUMBERS Genuine Parts Company, founded in 1928, is a service organization engaged in the distribution of automotive replacement parts, industrial replacement parts, offi ce products and electrical/electronic materials. The Company serves numerous customers from more than 2,670 operations and has approximately 40,000 employees. SALES BY COUNTRY UNITED STATES: 83% CANADA: 9% AUSTRALASIA: 7% MEXICO: 1% AUTOMOTIVE 53% INDUSTRIAL 30% GPC NET SALES BY SEGMENT AUTOMOTIVE GPC ASIA PACIFIC ELECTRICAL/ELECTRONIC 4% OFFICE PRODUCTS 13% SALES EARNINGS PER SHARE CASH FROM OPERATIONS $15.34 $15.28 $15.34 $4.61 $4.63 $4.59 $1,057 $1,159 $14.08 S N O I L L I B $13.01 $4.40 $4.14 S R A L L O D $946 $906 S N O I L L I M $790 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 FINANCIAL HIGHLIGHTS Net Sales Income Before Taxes Income Taxes Net Income Shareholders’ Equity Rate Earned on Shareholders’ Equity at the Beginning of the Year Average Common Shares Outstanding - Assuming Dilution PER COMMON SHARE: Diluted Net Income Dividends Declared 2016 CHANGE 2015 CHANGE 2014 $ 15,339,713,000 0.4% $ 15,280,044,000 -0.4% $ 15,341,647,000 1,074,340,000 387,100,000 687,240,000 3,207,356,000 21.8% 149,804,000 $4.59 $2.63 -4% -7% -3% 2% – – -1% 7% 1,123,681,000 418,009,000 705,672,000 3,159,242,000 21.3% 152,496,000 1% 3% -1% -5% – – 1,117,739,000 406,453,000 711,286,000 3,312,364,000 21.2% 154,375,000 $4.63 $2.46 0.4% 7% $4.61 $2.30 TO OUR SHAREHOLDERS Total revenues for Genuine Parts Company were $15.3 billion in 2016, a slight increase compared to 2015, and our 84th year of increased revenues in the 89 year history of the Company. Net earnings were $687 million and diluted earnings per share were $4.59 compared to $4.63 in the prior year. During 2016, our team worked hard in every aspect of the business to overcome the challenging sales environment that persisted in our U.S. markets. We also enhanced our measures to control rising costs and manage our assets to further strengthen the balance sheet and generate ongoing and strong cash flows. Due to these efforts as well as the global growth initiatives across our operations and geographies, the Company is well positioned for sustainable growth well into the future. Likewise, our progress in these key areas support our plans for meaningful investments in future growth via capital expenditures and acquisitions, as well as the return of capital to our shareholders in the form of the dividend and share repurchases. We are pleased to report a substantial increase in the total value of the Company in 2016, as we provided our shareholders with a 14.3% total annual return. Over the past 10 years, our total compounded annual return to shareholders stands at 10.8%. L-R: Paul D. Donahue President and Chief Executive Officer Thomas C. Gallagher Executive Chairman Carol B. Yancey Executive Vice President and Chief Financial Officer FINANCIAL STRENGTH Genuine Parts Company further improved its financial strength in 2016 with a continued emphasis on sales and earnings growth initiatives, comprehensive cost controls and effective management of the balance sheet. Our focus in these key areas produced strong cash flows, with cash from operations reaching $946 million and, after dividends paid of $387 million and capital expenditures of $161 million, free cash flow was approximately $400 million. At December 31, 2016, our total cash on hand was $243 million and total debt of $875 million was a modest 21.4% of total capitalization. OPERATIONS The Company’s slight increase in 2016 revenues was driven by acquisitions, while core sales growth remained under pressure across our four business segments and currency translation was a slight sales headwind. The Automotive Group, our largest segment at 53% of 2016 revenues, reported a 1% sales increase for the year. Each of our four geographic regions in which we operate, the U. S., Canada, Mexico and Australasia, generated positive total sales increases in their local currencies. Entering 2017, we are optimistic for stronger automotive sales growth in the quarters ahead, driven by the positive impact of key sales initiatives and favorable industry fundamentals. Motion Industries, our industrial distribution business, represents 30% of our 2016 revenues and total sales for this business were basically unchanged from 2015. With that said, sales trends for Motion improved as the year progressed and we were pleased to have positive organic sales growth in the fourth quarter. This improvement correlates to the growing strength in the industrial economy, as evidenced by economic indicators such as Manufacturing Industrial Production and the Purchasing Managers Index. In addition, the energy sector, which had contracted throughout 2015 and the first half of 2016, began to stabilize over the last half of the year, which is encouraging. EIS, our electrical/electronic distribution segment, represents 4% of our 2016 revenues and, as with Motion, this business is dependent on the manufacturing segment of the economy. EIS experienced a 5% decrease in sales for 2016, with their fourth quarter proving to be the strongest of the year. As we move ahead, both Motion and EIS are well positioned for profitable growth. S. P. Richards, our office products distribution business, represents 13% of our 2016 revenues and had sales growth of 2% for the year. This follows sales increases of 7.5% and 10% in 2015 and 2014, respectively, and was driven by acquisitions. Our acquisition strategy supports our initiatives to further diversify the SPR business in the large and growing Facilities, Breakroom and Safety Supplies (FBS) category. We expect this diversification strategy and the execution of our core growth initiatives to drive SPR’s growth in 2017 and beyond. ACQUISITIONS Acquisitions are an important element of our growth strategy. In 2016, we added 19 new businesses to our operations, which are expected to generate approximately $600 million in annual revenues. Specifically, we expanded our U.S. automotive network with the purchase of three automotive store groups, one import parts company and one heavy vehicle parts business. We also added one import parts company in Canada and five new automotive businesses in Australasia. At Motion, we expanded our U.S. distribution footprint as well as our extensive product and service offering with five acquisitions. Our electrical distribution business expanded their wire and cable footprint with one acquisition, and the office segment completed two acquisitions in the FBS category, further diversifying their product offering and customer channels. We are pleased to have added these high quality businesses to our operations in 2016 and are encouraged by their future growth prospects. We will continue to pursue additional strategic acquisition targets throughout 2017. SHARE REPURCHASES We returned $568 million to our shareholders through the combination of share repurchases and dividends in 2016. For the year, we repurchased approximately 2.0 million shares of our Company stock and as of December 31, 2016, we were authorized to repurchase up to an additional 4.3 million shares. We expect to continue making opportunistic share repurchases during 2017 as we view this as a good use of cash. GPC DIRECTORS In April of 2017, Dr. Mary B. Bullock and Mr. Gary W. Rollins will retire from our Board of Directors. Dr. Bullock is the President Emerita of Agnes Scott College and the former Executive Vice Chancellor of Duke Kunshan University and has served as a Director of our Company since 2002. Mr. Rollins is the Vice Chairman and Chief Executive Officer of Rollins, Inc. and has served on our Board since 2005, including his service as lead independent director since 2013. We want to thank both Mary and Gary for their many years of dedicated service, and we extend to them our sincerest gratitude and appreciation. We will miss their excellent counsel. DIVIDENDS & SHAREHOLDER RETURN $2.70 $2.63 $2.46 $2.30 $2.15 The Company has paid a cash dividend to shareholders every DIVIDENDS PER SHARE year since going public in 1948, and on February 20, 2017, the Board of Directors raised the 2017 cash dividend to an annual rate of $2.70 per share, up 3% from $2.63 in 2016. 2017 MARKS OUR 61ST CONSECUTIVE YEAR OF INCREASED DIVIDENDS PAID TO OUR SHAREHOLDERS. TOTAL SHAREHOLDER RETURN 14.3% 7.6% 12.4% 17.6% 10.8% 1 Year 3 Years 5 Years 7 Years 10 Years INCLUDES DIVIDENDS S R A L L O D $1.98 $1.80 $1.60 $1.56 $1.64 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 MANAGEMENT In accordance with the Company’s long-term succession planning, there were a number of key management changes and promotions over the past year. Effective May 1, 2016, our Board of Directors elected Paul Donahue to the position of President and Chief Executive Offi cer, making him only the fi fth CEO in the 89-year history of our Company. The Board believes that Paul is uniquely qualifi ed to lead Genuine Parts Company into the future, having served as President of the Company since 2012, Executive Vice President from 2007 to 2011, President of the U.S. Automotive Parts Group from 2009 to 2015 and Chief Operating Offi cer of S. P. Richards Company from 2003 to 2007. Prior to joining the Company in 2003, Paul had a successful 25 year career in the offi ce products industry. Also on May 1 st, the Board appointed Tom Gallagher, our CEO for the past 12 years, to the role of Executive Chairman. As Executive Chairman, Mr. Gallagher remains instrumental in shaping the Company’s key strategic objectives in addition to his responsibilities as Chairman of the Board. Richard T. Toppin was promoted to President and CEO of S. P. Richards Company on January 1, 2017. A veteran in the offi ce products industry, Mr. Toppin joined S. P. Richards in 2008 as Executive Vice President Sales and Marketing, and in 2010 was named President and COO. Also effective January 1 st, Rob Cameron was appointed as Managing Director and CEO of our GPC Asia Pacifi c business. Mr. Cameron joined the Asia Pacifi c team 13 years ago and has been a key leader in several of our Asia Pac businesses over the years. Lastly, Larry L. Griffi n, President of EIS since 2015, was elected as President and CEO of EIS, effective March 1, 2017. Since joining EIS in 1998, Mr. Griffi n has held a variety of senior leadership roles and, overall, has 33 years of experience in the supplier and distributor business environment. Rick, Rob and Larry are talented executives and well deserving of their expanded roles. We look forward to their future contributions to the success of these companies. Three key retirements prompted these promotions. C. Wayne Beacham, S. P. Richards’ CEO since 2004, retired from the Company on December 31, 2016, following a long and distinguished career with the Company that dates back to 1974. Effective January 1, 2017, John L. Moller, the Managing Director and CEO of our GPC Asia Pacifi c business since he joined the team in 2007, retired from the Company and assumed the role of Non-Executive Chairman for GPC Asia Pacifi c. Robert W. Thomas, who joined EIS in 1999 and served as CEO of that business since 2001, will retire, effective February 28, 2017. We want to thank Wayne, John and Bob for their years of service and outstanding leadership. We wish them the very best in the years ahead. the GPC Asia Pacifi c business, and, before that, was President of our Rayloc division. Scott’s promotion to this position serves to strengthen our corporate supply chain team and we look forward to his future contributions. CONCLUSION While our 2016 results were not as strong as we would have preferred, we enter 2017 a stronger, more diversifi ed global distributor well positioned for long-term, sustainable growth. Our balance sheet is in excellent condition, our cash fl ows are strong and our 16% return on invested capital is well in excess of our cost of capital. At GPC, we are intensely focused on our plans to drive sales and reduce costs. The four building blocks of our growth strategy include the execution of fundamental initiatives to drive a greater share of wallet with our existing customers, an aggressive and disciplined acquisition strategy focused on geographical as well as product line expansion, the building out of our digital capabilities in each of our four business segments and the further expansion of our U.S. and international store footprint. We are confi dent that our focus in these four key areas will positively impact our sales and drive the steady and consistent growth we strive to achieve across our businesses. We want to take this opportunity to express our appreciation to our employees, customers, vendors and shareholders for their commitment to, and ongoing support of, Genuine Parts Company. Respectfully submitted, Thomas C. Gallagher Executive Chairman Paul D. Donahue President and Chief Executive Offi cer Carol B. Yancey Executive Vice President and Chief Financial Offi cer Lastly, the Board approved J. Scott Mosteller as Vice President Supply Chain, effective February 15, 2017. Mr. Mosteller was previously the Executive General Manager for Logistics and Technology for February 27, 2017 AUTOMOTIVE PARTS GROUP 53% of Total GPC Net Sales Website: napaonline.com Headquarters: Atlanta, GA The Automotive Parts Group distributes automotive replacement parts, accessory items and service items throughout North America, Australia and New Zealand. In North America, parts are sold primarily under the NAPA brand name, widely recognized for quality parts, quality service and knowledgeable people. The Company’s GPC Asia Pacific business serves the Australasian markets primarily under the brand name Repco. Our automotive network serves nearly 6,000 NAPA AUTO PARTS stores in the U.S., 700 wholesalers in Canada, 550 automotive locations in Australia and New Zealand and 40 stores in Mexico. These stores sell to both the Retail (DIY) and Commercial (DIFM) automotive aftermarket customer and cover substantially all domestic and foreign motor vehicle models. INDUSTRIAL PARTS GROUP 30% of Total GPC Net Sales Website: motionindustries.com Headquarters: Birmingham, AL The Industrial Parts Group offers access to 6.9 million industrial replacement parts and related supplies and serves over 300,000 MRO (maintenance, repair and operations) and OEM (original equipment manufacturer) customers in all types of industries throughout North America. These include the food and beverage, forest products, primary metals, pulp and paper, mining, automotive, oil and gas, petrochemical and pharmaceutical industries. Strategically targeted specialty industries include power generation, alternative energy, government, transportation and ports, among others. OFFICE PRODUCTS GROUP 13% of Total GPC Net Sales Website: sprichards.com Headquarters: Atlanta, GA The Office Products Group distributes more than 69,000 items to over 9,300 resellers and distributors throughout the United States and Canada from a network of 56 distribution centers. Customers include independently owned office product dealers, national office supply superstores and mass merchants, large contract stationers, mail order companies, internet resellers, college bookstores, military base stores, office furniture dealers, value-add technology resellers, janitorial and sanitation supply distributors, safety product resellers and food service, food processing and laboratory supply distributors. ELECTRICAL/ELECTRONIC MATERIALS GROUP 4% of Total GPC Net Sales Website: eis-inc.com Headquarters: Atlanta, GA The Electrical/Electronic Materials Group distributes over 100,000 items to more than 20,000 customers from 38 branches and seven fabrication facilities in North America. Customers served include original equipment manufacturers, motor repair shops, specialty wire and cable users and a broad variety of industrial assembly markets. Products include wire, cable and connectivity solutions, insulating and conductive materials, assembly tools and test equipment as well as custom fabricated parts and specialty coated materials. LOCATIONS U.S. • 57 NAPA Distribution Centers • 4 Balkamp Distribution Centers • 4 Rayloc Facilities • 8 Altrom Import Parts Facilities • 3 TW Heavy Vehicle Parts Distribution Centers • 1,116 Company Owned NAPA AUTO PARTS Stores • 20 TRACTION Heavy Duty Parts Stores Canada • 200 NAPA & Heavy Vehicle Facilities • 33 Altrom Canada Import Parts Facilities Mexico • 16 Auto Todo Facilities • 11 NAPA Mexico Facilities Australasia • 11 Distribution Centers • 439 Auto Parts Stores & Branches in Australia • 115 Auto Parts Stores & Branches in New Zealand Major Products Access to approximately 500,000 items including: • Automotive Replacement Parts • Paint & Refinishing Supplies • Automotive Accessories • Farm & Marine Supplies • Tools & Equipment • Heavy Duty Parts LOCATIONS U.S., Canada, Mexico & Puerto Rico • 13 Distribution Centers • 483 Branches • 43 Service Centers LOCATIONS U.S. & Canada • 34 Full-Stocking Distribution Centers • 2 Furniture Only Distribution Centers • 5 S.P. Richards Canada Distribution Centers • 9 Safety Zone Distribution Centers • 3 Impact Distribution Centers • 2 GCN Distribution Centers • 1 Malt Distribution Center LOCATIONS U.S., Canada, Mexico, Puerto Rico & Dominican Republic • 38 Branches • 7 Fabrication Facilities Major Products • Bearings • Mechanical & Electrical Power Transmission Products • Industrial Automation • Hydraulic & Industrial Hose • Hydraulic & Pneumatic Components • Industrial & Safety Supplies • Material Handling Products Service Capabilities • 24/7/365 Product Delivery • Repair & Fabrication • Quality Processes (ISO) • Technical Expertise • Asset Repair Tracking • Application & Design • Inventory Management & Logistics • Training Programs • E-business Technologies • Storeroom & Replenishment Tracking Major Products • General Office Products • Technology Supplies & Accessories • Facility & Breakroom Solutions • Disposable Food Service Products • Office Furniture • School & Educational Products • Healthcare Products • Safety & Security Items Proprietary Brands • Sparco Office Supplies • Compucessory Computer Accessories • Lorell Office Furniture • NatureSaver Recycled Paper Products • Elite Image Printer Supplies • Integra Writing Instruments • Genuine Joe Cleaning & Breakroom Products • Business Source Office Supplies • Lighthouse Janitorial & Cleaning Products Major Products & Industry Segments Electrical/Electronic • Magnet Wire • Lead Wire • Pressure Sensitive Tapes • Adhesives, Sealants & Encapsulates • Insulating Materials • Motors & Bearings • Varnish & Resins • Industrial MRO Materials • Solder & Chemicals • Sleeving & Tubing • Static Control Products Fabrication & Coating • Flexible Material Converting • Insulating Materials • EMI/RFI Shielding • Films – Coated & Uncoated • Printing & Graphic Materials • Medical Material Converting • Pressure Sensitive Bonding & Joining Materials Specialty Wire & Cable • Telecomm & Service Provider • Navy/Defense • Oil & Gas • Rail & Transit • Marine • Cable Assembly • Industrial UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Í ‘ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 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 (State or other jurisdiction of incorporation or organization) 2999 Wildwood Parkway, Atlanta, Georgia (Address of principal executive offices) 58-0254510 (I.R.S. Employer Identification No.) 30339 (Zip Code) 678-934-5000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $1 par value per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Secu- rities Act. Yes Í No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ‘ No Í 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 Í 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Í No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not con- tained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Í Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No Í As of June 30, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $14,613,215,000 based on the closing sale price as reported on the New York Stock Exchange. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Class Outstanding at February 14, 2017 Common Stock, $1 par value per share 148,378,606 shares Specifically identified portions of the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 24, 2017 are incorporated by reference into Part III of this Form 10-K. ITEM 1. BUSINESS. PART I. Genuine Parts Company, a Georgia corporation incorporated on May 7, 1928, is a service organization engaged in the distribution of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials through our four operating segments, each described in more detail below. In 2016, business was conducted from approximately 2,670 locations throughout the United States, Canada, Mexico, Australia and New Zealand. As of December 31, 2016, the Company employed approximately 40,000 persons. As used in this report, the “Company” refers to Genuine Parts Company and its Subsidiaries, except as other- wise indicated by the context; and the terms “automotive parts” and “industrial parts” refer to replacement parts in each respective category. Financial Information about Segments. For financial information regarding segments as well as our geo- graphic areas of operation, refer to Note 10 of Notes to Consolidated Financial Statements beginning on page F-1. Available Information. The Company’s internet website can be found at www.genpt.com. The Company makes available, free of charge through its internet website, access to the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other reports, and any amendments to these documents, as soon as reasonably practicable after such material is filed with or furnished to the Securities and Exchange Commission (“SEC”). Additionally, our corporate governance guide- lines, codes of conduct and ethics, and charters of the Audit Committee and the Compensation, Nominating and Governance Committee of our Board of Directors, as well as information regarding our procedure for share- holders and other interested parties to communicate with our Board of Directors, are available on our website. In Part III of this Form 10-K, we incorporate certain information by reference to our proxy statement for our 2017 annual meeting of shareholders. We expect to file that proxy statement with the SEC on or about Febru- ary 27, 2017, and we will make it available online at the same time at http://www.proxydocs.com/gpc. Please refer to the proxy statement for the information incorporated by reference into Part III of this Form 10-K when it is available. AUTOMOTIVE PARTS GROUP The Automotive Parts Group, the largest division of the Company, distributes automotive parts and accessory items. In addition to approximately 500,000 available part numbers, the Company offers complete inventory, cataloging, marketing, training and other programs in the automotive aftermarket. The Company is the sole member of the National Automotive Parts Association (“NAPA”), a voluntary trade association formed in 1925 to provide nationwide distribution of automotive parts. During 2016, the Company’s Automotive Parts Group included NAPA automotive parts distribution centers and automotive parts stores (“auto parts stores” or “NAPA AUTO PARTS stores”) owned and operated in the United States by the Company; NAPA and Traction automotive parts distribution centers and auto parts stores in the United States and Canada owned and operated by the Company and NAPA Canada/UAP Inc. (“NAPA Canada/UAP”), a wholly-owned subsidiary of the Company; auto parts stores and distribution centers in the United States operated by corporations in which the Company owned either a noncontrolling or controlling inter- est; auto parts stores in Canada operated by corporations in which UAP owns a 50% interest; Repco and other automotive parts distribution centers, branches and auto parts stores in Australia and New Zealand owned and operated by GPC Asia Pacific, a wholly-owned subsidiary of the Company; import automotive parts distribution centers in the United States owned by the Company and operated by its Altrom America division; import automotive parts distribution centers in Canada owned and operated by Altrom Canada Corporation (“Altrom Canada”), a wholly-owned subsidiary of the Company; distribution centers in the United States owned by Bal- kamp, Inc. (“Balkamp”), a wholly-owned subsidiary of the Company; distribution facilities in the United States owned by the Company and operated by its Rayloc division; automotive parts distribution centers and automotive 2 parts stores in Mexico, owned and operated by Grupo Auto Todo, S.A. de C.V. (“Auto Todo”), a wholly-owned subsidiary of the Company; and an automotive parts distribution center and automotive parts stores in Mexico, owned and operated by Autopartes NAPA Mexico (“NAPA Mexico”), a wholly-owned subsidiary of the Com- pany. The Company’s network of U.S. automotive parts stores was expanded in 2016 via the acquisition of vari- ous store groups located in various regions of the United States. Further, the Company’s import automotive parts businesses were supplemented by the acquisitions of Olympus and Auto-Camping in February and July, 2016, respectively. As original equipment import parts distributors, Olympus operates in the U.S. from six locations, while Auto-Camping operates from 20 locations across Canada. Additionally, the Company added six new loca- tions to its heavy vehicle parts-operations with the acquisition of Global Parts in May 2016. Finally, the GPC Asia Pacific automotive business acquired three businesses in 2016 to further expand its automotive distribution network. In March, this business acquired Covs Parts, a leading distributor of original equipment and aftermarket automotive parts, mining and industrial consumable and truck products, with 21 locations across Western Australia. GPC Asia Pac also acquired AMX and ASL in June and September 2016, respectively. AMX is a four store Melbourne based retailer of aftermarket motorcycle parts and accessories, which complements the existing McLeod business. ASL is a 15 branch New Zealand based distributor of automotive aftermarket products, primarily to the commercial industry. Collectively, these new store groups and automotive businesses are expected to generate annual revenues of approximately $235 million USD. The Company has a 15% interest in Mitchell Repair Information Corporation (“MRIC”), a subsidiary of Snap-on Incorporated. MRIC is a leading automotive diagnostic and repair information company that links North American subscribers “Mitchell ON-DEMAND,” is a premier electronic repair information source in the automotive aftermarket. and information databases. MRIC’s core product, services to its The Company’s NAPA automotive parts distribution centers distribute replacement parts (other than body parts) for substantially all motor vehicle makes and models in service in the United States, including imported vehicles, trucks, SUVs, buses, motorcycles, recreational vehicles and farm vehicles. In addition, the Company distributes replacement parts for small engines, farm equipment and heavy duty equipment. The Company’s inventories also include accessory items for such vehicles and equipment, and supply items used by a wide variety of customers in the automotive aftermarket, such as repair shops, service stations, fleet operators, automobile and truck dealers, leasing companies, bus and truck lines, mass merchandisers, farms, industrial concerns and individuals who perform their own maintenance and parts installation. Although the Company’s domestic automotive operations purchase from approximately 100 different suppliers, approximately 48% of 2016 automotive parts inventories were purchased from 10 major suppliers. Since 1931, the Company has had return privileges with most of its suppliers, which have protected the Company from inventory obsolescence. Distribution System. In 2016, the Company operated 57 domestic NAPA automotive parts distribution centers located in 41 states and approximately 1,100 domestic company-owned NAPA AUTO PARTS stores located in 45 states. The Company also operated domestically three TW Distribution heavy duty parts dis- tribution centers and 20 company-owned Traction Heavy Duty parts stores located in four states. The Traction operations are discussed further below in Related Operations. At December 31, 2016, the Company owned either a noncontrolling or controlling interest in seven corporations, which operated approximately 152 auto parts stores in 12 states. The Company’s domestic distribution centers serve approximately 4,800 independently owned NAPA AUTO PARTS stores located throughout the United States. NAPA AUTO PARTS stores, in turn, sell to a wide variety of customers in the automotive aftermarket. Collectively, sales to these independent automotive parts stores account for approximately 60% of the Company’s total U.S. Automotive sales and 23% of the Company’s total sales, with no automotive parts store or group of automotive parts stores with individual or common owner- ship accounting for more than 0.38% of the total sales of the Company. NAPA Canada/UAP, founded in 1926, is a leader in the distribution and marketing of replacement parts and accessories for automobiles and trucks and is also a significant supplier to the mining and forestry industries in Canada. NAPA Canada/UAP employs approximately 3,700 people and operates a network of 9 NAPA automo- 3 tive parts distribution centers, three heavy duty parts distribution centers and one fabrication/remanufacturing facility supplying approximately 595 NAPA stores and 107 Traction wholesalers. The NAPA stores and Traction wholesalers in Canada include approximately 176 company owned stores, 11 joint ventures and 25 progressive owners in which NAPA Canada/UAP owns a 50% interest and approximately 490 independently owned stores. NAPA and Traction operations supply bannered installers and independent installers in all provinces of Canada, as well as networks of service stations and repair shops operating under the banners of national accounts. UAP is a licensee of the NAPA® name in Canada. In Canada, Altrom Canada operates four import automotive parts distribution centers and 29 branches. In the United States, Altrom America operates two import automotive parts distribution centers and six branches. These include the expanded footprints for these businesses resulting from the Auto-Camping and Olympus acquisitions discussed earlier. In Australia and New Zealand, GPC Asia Pacific, originally established in 1922, is a leading distributor of automotive replacement parts and accessories. GPC Asia Pacific operates 11 distribution centers, 474 Repco and other banner stores and 80 branches associated with the Ashdown Ingram, Motospecs, McLeod and RDA Brakes operations. As discussed earlier, GPC Asia Pacific expanded its footprint with the 2016 acquisitions of Covs Parts, AMX and ASL. In Mexico, Auto Todo owns and operates 11 distribution centers, two auto parts stores and three tire centers. NAPA Mexico owns and operates one distribution center and 10 auto parts stores. Auto Todo and NAPA Mexico are licensees of the NAPA® name in Mexico. Products. Distribution centers have access to approximately 500,000 different parts and related supply items. Each item is cataloged and numbered for identification and accessibility. Significant inventories are car- ried to provide for fast and frequent deliveries to customers. Most orders are filled and shipped the same day they are received. The majority of sales are paid from statements with varied terms and conditions. The Company does not manufacture any of the products it distributes. The majority of products are distributed under the NAPA® name, a mark licensed to the Company by NAPA, which is important to the sales and marketing of these products. Traction sales also include products distributed under the HD Plus name, a proprietary line of automo- tive parts for the heavy duty truck market. Related Operations. Balkamp, a wholly-owned subsidiary of the Company, distributes a wide variety of replacement parts and accessory items for passenger cars, heavy-duty vehicles, motorcycles and farm equipment. In addition, Balkamp distributes service items such as testing equipment, lubricating equipment, gauges, cleaning supplies, chemicals and supply items used by repair shops, fleets, farms and institutions. Balkamp packages many of the 42,000 products, which constitute the “Balkamp” line of products that are distributed through the NAPA system. These products are categorized into over 238 different product categories purchased from approx- imately 438 domestic suppliers and over 100 foreign manufacturers. Balkamp has two distribution centers located in Plainfield, Indiana, and West Jordan, Utah. In addition, Balkamp operates two redistribution centers that provide the NAPA system with over 1,125 SKUs of oils and chemicals. BALKAMP®, a federally registered trademark, is important to the sales and marketing promotions of the Balkamp organization. The Company, through its Rayloc division, operates four facilities where certain small automotive parts are distributed through the NAPA system under the NAPA® brand name. Rayloc® is a mark licensed to the Com- pany by NAPA. The Company’s Heavy Vehicle Parts Group operates as TW Distribution, with three heavy vehicle automo- tive parts distribution centers and 27 Traction Heavy Duty parts stores in the United States. Twenty of these stores are company-owned and seven are independently owned. This group, which expanded its U.S. footprint with the acquisition of Global Parts in 2016, as discussed earlier, distributes heavy vehicle parts through the NAPA system and direct to small and large fleet owners and operators. Segment Data. In the year ended December 31, 2016, sales from the Automotive Parts Group were approximately 53% of the Company’s net sales, as compared to 52% in 2015 and 53% in 2014. For additional segment information, see Note 10 of Notes to Consolidated Financial Statements beginning on page F-1. 4 Service to NAPA AUTO PARTS Stores. The Company believes that the quality and the range of services provided to its automotive parts customers constitute a significant advantage for its automotive parts distribution system. Such services include fast and frequent delivery, parts cataloging (including the use of electronic NAPA AUTO PARTS catalogs) and stock adjustment through a continuing parts classification system which, as ini- tiated by the Company from time to time, allows independent retailers (“jobbers”) to return certain merchandise on a scheduled basis. The Company offers its NAPA AUTO PARTS store customers various management aids, marketing aids and service on topics such as inventory control, cost analysis, accounting procedures, group insurance and retirement benefit plans, as well as marketing conferences and seminars, sales and advertising is available through TAMS® (Total manuals and training programs. Point of sale/inventory management Automotive Management Systems), a computer system designed and developed by the Company for the NAPA AUTO PARTS stores. The Company has developed and refined an inventory classification system to determine optimum dis- tribution center and auto parts store inventory levels for automotive parts stocking based on automotive registra- tions, usage rates, production statistics, technological advances and other similar factors. This system, which undergoes continuous analytical review, is an integral part of the Company’s inventory control procedures and comprises an important feature of the inventory management services that the Company makes available to its NAPA AUTO PARTS store customers. Over the last 25 years, losses to the Company from obsolescence have been insignificant and the Company attributes this to the successful operation of its classification system, which involves product return privileges with most of its suppliers. Competition. The automotive parts distribution business is highly competitive. The Company competes with automobile manufacturers (some of which sell replacement parts for vehicles built by other manufacturers as well as those that they build themselves), automobile dealers, warehouse clubs and large automotive parts retail chains. In addition, the Company competes with the distributing outlets of parts manufacturers, oil compa- nies, mass merchandisers (including national retail chains), and with other parts distributors and retailers. The Automotive Parts Group competes primarily on product offering, service, brand recognition and price. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.” NAPA. The Company is the sole member of the National Automotive Parts Association, a voluntary association formed in 1925 to provide nationwide distribution of automotive parts. NAPA, which neither buys nor sells automotive parts, functions as a trade association whose sole member in 2016 owned and operated 57 distribution centers located throughout the United States. NAPA develops marketing concepts and programs that may be used by its members which, at December 31, 2016, includes only the Company. It is not involved in the chain of distribution. Among the automotive products purchased by the Company from various manufacturers for distribution are certain lines designated, cataloged, advertised and promoted as “NAPA” lines. Generally, the Company is not required to purchase any specific quantity of parts so designated and it may, and does, purchase competitive lines from the same as well as other supply sources. The Company uses the federally registered trademark NAPA® as part of the trade name of its distribution centers and parts stores. The Company contributes to NAPA’s national advertising program, which is designed to increase public recognition of the NAPA name and to promote NAPA product lines. The Company is a party, together with the former members of NAPA, to a consent decree entered by the Federal District Court in Detroit, Michigan, on May 4, 1954. The consent decree enjoins certain practices under the federal antitrust laws, including the use of exclusive agreements with manufacturers of automotive parts, allocation or division of territories among the Company and former NAPA members, fixing of prices or terms of sale for such parts among such members, and agreements to adhere to any uniform policy in selecting parts cus- tomers or determining the number and location of, or arrangements with, auto parts customers. 5 INDUSTRIAL PARTS GROUP The Industrial Parts Group is operated as Motion Industries, Inc. (“Motion”), a wholly-owned subsidiary of the Company headquartered in Birmingham, Alabama. Motion distributes industrial replacement parts and related supplies such as bearings, mechanical and electrical power transmission products, industrial automation, hose, hydraulic and pneumatic components, industrial and safety supplies and material handling products to MRO (maintenance, repair and operation) and OEM (original equipment manufacturer) customers throughout the United States, Canada and Mexico. In Canada, industrial parts are distributed by Motion Industries (Canada), Inc. (“Motion Canada”). The Mexican market is served by Motion Mexico S de RL de CV (“Motion Mexico”). These organizations operate in the Company’s North American structure. In 2016, the Industrial Parts Group served more than 300,000 customers in all types of industries located throughout North America, including the food and beverage, forest products, primary metals, pulp and paper, mining, automotive, oil and gas, petrochemical and pharmaceutical industries; as well as strategically targeted specialty industries such as power generation, alternative energy, government, transportation, ports, and others. Motion services all manufacturing and processing industries with access to a database of 6.9 million parts. Addi- tionally, Motion provides U.S. government agencies access to approximately 400,000 products and replacement parts through a Government Services Administration (GSA) schedule. Effective March 1, 2016, Motion enhanced its product and service offering with the acquisition of two complementary industrial distribution companies, Epperson and Company and Missouri Power Transmission. Epperson and Company, with three locations and based in Tampa, Florida, specializes in material handling prod- ucts and services. Missouri Power Transmission, with 15 locations and based in St. Louis, Missouri, distributes power transmission equipment and industrial supplies. Combined, these two companies are expected to generate approximately $50 million in annual revenues. In 2016, the Industrial Parts Group also acquired Colmar Belting Company and OBBCO Safety and Supply. Colmar Belting, acquired April 1, 2016, and located in South Boston, Massachusetts, is a distributor of belting, bearing and power transmission products. OBBCO Safety and Supply, acquired August 1, 2016, is a Chesapeake, Virginia, based industrial safety supply distributor. Combined, we expect Colmar and OBBCO to generate approximately $30 million in annual revenues. Effective October 1, 2016, Motion acquired Braas Company, an Eden Prairie, Minnesota based distributor of products and services for industrial automation and control, specializing in pneumatics, motion control, industrial networking, machine safety, robotics and related industrial parts. With five sales offices and three stocking branches, we expect Braas to generate annual revenues of approximately $90 million. The Industrial Parts Group provides customers with supply chain efficiencies achieved through the Compa- ny’s Inventory Management Solutions offering. This service provides inventory management, asset repair and tracking, vendor managed inventory commonly referred to as VMI, as well as RFID asset management of the customer’s inventory. Motion’s Energy Services Team routinely performs in-plant surveys and assessments, helping customers reduce their energy consumption and finding opportunities for improved sustainability, ulti- mately helping customers operate more profitably. Motion also provides a wide range of services and repairs such as: gearbox and fluid power assembly repair, process pump assembly and repair, hydraulic drive shaft repair, electrical panel assembly and repair, hose and gasket manufacture and assembly, as well as many other value-added services. A highly developed supply chain with vendor partnerships and connectivity are enhanced by Motion’s leading e-business capabilities, such as MiSupplierConnect, which provides integration between the Company’s information technology network and suppliers’ systems, creating numerous benefits for both the supplier and customer. These services and supply chain efficiencies assist Motion in meeting the cost savings that many of its customers require and expect. Distribution System. In North America, the Industrial Parts Group operated 483 branches, 13 distribution centers and 43 service centers as of December 31, 2016. The distribution centers stock and distribute more than items purchased from more than 1,050 different suppliers. The service centers provide 275,000 different 6 hydraulic, hose and mechanical repairs for customers. Approximately 45% of total industrial product purchases in 2016 were made from 10 major suppliers. Sales are generated from the Industrial Parts Group’s branches located in 49 states, Puerto Rico, nine provinces in Canada, and Mexico. Most branches have warehouse facilities that stock significant amounts of inventory representative of the products used by customers in the respective market area served. Products. The Industrial Parts Group distributes a wide variety of parts and products to its customers, which are primarily industrial concerns. Products include such items as hoses, belts, bearings, pulleys, pumps, valves, chains, gears, sprockets, speed reducers, electric motors, and industrial supplies. In recent years, Motion expanded its offering to include systems and automation products in response to the increasing sophistication of motion control and process automation for full systems integration of plant equipment. Manufacturing trends and government policies have led to opportunities in the “green” and energy-efficient product markets, focusing on product offerings such as energy-efficient motors and drives, recyclable and environmentally friendly parts and supplies. The nature of this group’s business demands the maintenance of adequate inventories and the ability to promptly meet demanding delivery requirements. Virtually all of the products distributed are installed by the customer or used in plant and facility maintenance activities. Most orders are filled immediately from existing stock and deliveries are normally made within 24 hours of receipt of order. The majority of all sales are on open account. Motion has ongoing purchase agreements with existing customers that represent approximately 50% of the annual sales volume. Supply Agreements. Non-exclusive distributor agreements are in effect with most of the Industrial Parts Group’s suppliers. The terms of these agreements vary; however, it has been the experience of the Industrial Parts Group that the custom of the trade is to treat such agreements as continuing until breached by one party or until terminated by mutual consent. Motion has return privileges with most of its suppliers, which have protected the Company from inventory obsolescence. Segment Data. In the years ended December 31, 2016 and 2015, sales from the Company’s Industrial Parts Group approximated 30% of the Company’s net sales, as compared to 31% in 2014. For additional segment information, see Note 10 of Notes to Consolidated Financial Statements beginning on page F-1. Competition. The industrial parts distribution business is highly competitive. The Industrial Parts Group competes with other distributors specializing in the distribution of such items, general line distributors and others who provide similar services. To a lesser extent, the Industrial Parts Group competes with manufacturers that sell directly to the customer. The Industrial Parts Group competes primarily on the breadth of product offerings, serv- ice and price. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.” OFFICE PRODUCTS GROUP The Office Products Group, operated through S. P. Richards Company (“S. P. Richards” or “SPR”), a wholly-owned subsidiary of the Company, is headquartered in Atlanta, Georgia. S. P. Richards is engaged in the wholesale distribution of a broad line of office and other business related products through a diverse customer base of resellers. These products are used in homes, businesses, schools, offices, and other institutions. Office products fall into the general categories of office furniture, technology products, general office, school supplies, cleaning, janitorial and breakroom supplies, safety and security items, healthcare products and disposable food service products. The Office Products Group is represented in Canada through S. P. Richards Canada, a wholly-owned sub- sidiary of the Company headquartered near Toronto, Ontario. S. P. Richards Canada services office product resellers throughout Canada from locations in Vancouver, Toronto, Calgary, Edmonton and Winnipeg. Effective June 1, 2016, S. P. Richards expanded its products and services in the Facilities, Breakroom and Safety (“FBS”) category with the acquisition of The Safety Zone. The Safety Zone, headquartered in Guilford, Connecticut, is a direct importer and distributor of supplies and devices for safety, janitorial, medical, food serv- ice and food processing applications, and is complementary to previous acquisitions in this category, including 7 Impact Products, Malt Industries and Garland C. Norris. Its broad customer base of more than 2,300 distributors is served from eight distribution centers in the U.S. and one in Canada. We expect this business to generate annual revenues of approximately $180 million. Effective July 1, 2016, S. P. Richards further expanded its capabilities in the FBS category with the acquis- ition of certain assets within the Janitorial and Sanitation (“Jan/San”) business of Rochester Midland Corpo- ration. This business supplies a variety of Jan/San accessories to more than 400 distributors, primarily in North America, and is expected to generate annual revenues of approximately $20 million. Distribution System. The Office Products Group distributes more than 69,000 items to over 9,300 resellers and distributors throughout the United States and Canada from a network of 56 distribution centers. This group’s network of strategically located distribution centers provides overnight delivery of the Company’s compre- hensive product offering. Approximately 44% of the Company’s total office products purchases in 2016 were made from 10 major suppliers. The Office Products Group sells to a wide variety of resellers. These resellers include independently owned office product dealers, national office product superstores and mass merchants, large contract stationers, mail order companies, Internet resellers, college bookstores, military base stores, office furniture dealers, value-add technology resellers, business machine dealers, janitorial and sanitation supply distributors, safety product resellers and food service distributors. Resellers are offered comprehensive marketing programs, which include print and electronic catalogs and flyers, digital content and email campaigns for reseller websites, and education and training resources. In addition, world-class market analytics programs are made available to qualified resellers. Products. The Office Products Group distributes technology products and consumer electronics including storage media, printer supplies, iPad, iPhone and computer accessories, calculators, shredders, laminators, cop- iers, printers, fitness bracelets and digital cameras; office furniture including desks, credenzas, chairs, chair mats, office suites, panel systems, file, mobile and storage cabinets and computer workstations; general office supplies including desk accessories, business forms, accounting supplies, binders, filing supplies, report covers, writing instruments, envelopes, note pads, copy paper, mailroom and shipping supplies, drafting and audiovisual sup- plies; school and educational products including bulletin boards, teaching aids and art supplies; healthcare prod- ucts including first aid supplies, gloves, exam room supplies and furnishings, cleaners and waste containers; janitorial and cleaning supplies; safety supplies; disposable food service products; and breakroom supplies including napkins, utensils, snacks and beverages. S. P. Richards has return privileges with most of its suppliers, which have protected the Company from inventory obsolescence. While the Company’s inventory includes products from nearly 850 of the industry’s leading manufacturers worldwide, S. P. Richards also markets products under its nine proprietary brands. These brands include: Spar- co™, an economical line of office supply basics; Compucessory®, a line of computer accessories; Lorell®, a line of office furniture; NatureSaver®, an offering of recycled products; Elite Image®, a line of new and remanufac- tured toner cartridges, premium papers and labels; Integra™, a line of writing instruments; Genuine Joe®, a line of cleaning and breakroom products; Business Source®, a line of basic office supplies available only to independent resellers; and Lighthouse, a brand of janitorial and cleaning products offered through the GCN busi- ness. The Company’s Impact, and The Safety Zone businesses also offer an additional series of proprietary brands including ProGuard®, ProMax® and The Safety Zone that are product based and solution-specific ori- ented. Through the Company’s FurnitureAdvantage™ program, S. P. Richards provides resellers with an addi- tional 16,000 furniture items made available to consumers in 7 to 10 business days. Segment Data. In the years ended December 31, 2016 and 2015, sales from the Company’s Office Prod- ucts Group approximated 13% of the Company’s net sales, as compared to 11% in 2014. For additional segment information, see Note 10 of Notes to Consolidated Financial Statements beginning on page F-1. Competition. The office products distribution business is highly competitive. In the distribution of its product offering to resellers, S. P. Richards competes with many other wholesale distributors, as well as with certain manufacturers of office products. S. P. Richards competes primarily on product offerings, service, 8 marketing programs, brand recognition and price. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.” ELECTRICAL/ELECTRONIC MATERIALS GROUP The Electrical/Electronic Materials Group, operated as EIS, Inc. (“EIS”), a wholly-owned subsidiary of the Company, is headquartered in Atlanta, Georgia. EIS distributes materials to more than 20,000 electrical and elec- tronic manufacturers, as well as to industrial assembly and specialty wire and cable markets in North America. With 38 branch locations and seven fabrication facilities in the United States, Puerto Rico, the Dominican Republic, Mexico and Canada, EIS distributes over 100,000 items including wire, cable and connectivity sol- utions, insulating and conductive materials, assembly tools and test equipment. EIS’ seven fabrication facilities provide custom fabricated parts and specialty coated materials. Effective October 31, 2016, EIS acquired Communications Products and Services (“CPS”), a distributor of plant product solutions for both aerial and underground broadband cable and wireless network infrastructure. This business further strengthens EIS’ cable operations in the western U.S. and is expected to generate approx- imately $12 million in annual revenues. Distribution System. The Electrical/Electronic Materials Group provides distribution services to OEMs, motor repair shops and a variety of industrial assembly markets, as well as specialty wire and cable users in market segments such as Telecom and Broadband, Marine, Security and Industrial. EIS actively utilizes its e-commerce Internet site to present its products to customers while allowing these on-line visitors to con- veniently purchase from a large product assortment. Electrical and electronic, industrial assembly, and wire and cable products are distributed from warehouse locations in major user markets throughout the United States, as well as in Mexico, Canada, Puerto Rico, and the Dominican Republic. EIS has return privileges with some of its suppliers, which have protected the Company from inventory obsolescence. Products. The Electrical/Electronic Materials Group distributes a wide variety of products to customers from over 2,000 suppliers. These products include custom fabricated flexible materials that are used as compo- nents within a customer’s manufactured finished product in a variety of market segments. Among the products distributed and fabricated are such items as magnet wire, conductive materials, electrical wire and cable, insulat- ing and shielding materials, assembly tools, test equipment, adhesives and chemicals, pressure sensitive tapes, solder, anti-static products, thermal management products and coated films. To meet the prompt delivery demands of its customers, this Group maintains large inventories. The majority of sales are on open account. Approximately 55% of total Electrical/Electronic Materials Group purchases in 2016 were made from 10 major suppliers. Integrated Supply. The Electrical/Electronic Materials Group’s integrated supply programs are a part of the marketing strategy, as a greater number of customers — especially national accounts — are given the oppor- tunity to participate in this low-cost, high-service capability. EIS has developed AIMS (Advanced Inventory Management Solutions), a totally integrated, highly automated suite of solutions for inventory management. EIS’ Integrated Supply offering also includes AIMS Dispense, an electronic vending dispenser used to eliminate costly tool cribs, or in-house stores, at customer warehouse facilities. Segment Data. In the year ended December 31, 2016, sales from the Company’s Electrical/Electronic Materials Group approximated 4% of the Company’s net sales, as compared to 5% in 2015 and 2014. For addi- tional segment information, see Note 10 of Notes to Consolidated Financial Statements beginning on page F-1. Competition. The electrical and electronics distribution business is highly competitive. The Electrical/ Electronic Materials Group competes with other distributors specializing in the distribution of electrical and elec- tronic products, general line distributors and, to a lesser extent, manufacturers that sell directly to customers. EIS competes primarily on factors of price, product offerings, service and engineered solutions. Further information regarding competition in the industry is set forth in “Item 1A. Risk Factors — We Face Substantial Competition in the Industries in Which We Do Business.” 9 ITEM 1A. RISK FACTORS. FORWARD-LOOKING STATEMENTS Some statements in this report, as well as in other materials we file with the SEC or otherwise release to the public and in materials that we make available on our website, constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Senior officers may also make verbal statements to analysts, investors, the media and others that are forward-looking. Forward- looking statements may relate, for example, to future operations, prospects, strategies, financial condition, eco- nomic performance (including growth and earnings), industry conditions and demand for our products and services. The Company cautions that its forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements. Actual results or events may differ materially from those indicated in our forward-looking statements as a result of various important factors. Such factors include, but are not limited to, those discussed below. Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent Forms 10-Q, 8-K and other reports to the SEC. Set forth below are the material risks and uncertainties that, if they were to occur, could materially and adversely affect our business or could cause our actual results to differ materially from the results contemplated by the forward-looking statements in this report and in the other public statements we make. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, finan- cial condition, results of operations or the trading price of our securities. We may not be able to successfully implement our business initiatives in each of our four business segments to grow our sales and earnings, which could adversely affect our business, financial condition, results of operations and cash flows. We have implemented numerous initiatives in each of our four business segments to grow sales and earn- ings, including the introduction of new and expanded product lines, strategic acquisitions, geographic expansion (including through acquisitions), sales to new markets, enhanced customer marketing programs and a variety of gross margin and cost savings initiatives. If we are unable to implement these initiatives efficiently and effec- tively, or if these initiatives are unsuccessful, our business, financial condition, results of operations and cash flows could be adversely affected. Successful implementation of these initiatives also depends on factors specific to the automotive parts industry and the other industries in which we operate and numerous other factors that may be beyond our control. In addition to the other risk factors contained in this “Item 1A. Risk Factors”, adverse changes in the following factors could undermine our business initiatives and have a material adverse effect on our business, financial condition, results of operations and cash flows: • the competitive environment in our end markets may force us to reduce prices below our desired pricing level or to increase promotional spending; • our ability to anticipate changes in consumer preferences and to meet customers’ needs for our products in a timely manner; • our ability to successfully enter new markets, including by successfully identifying and acquiring suitable acquisition targets in these new markets; • our ability to effectively manage our costs; • our ability to continue to grow through acquisitions and successfully integrate acquired businesses in our existing operations; 10 • our ability to identify and successfully implement appropriate technological, digital and e-commerce sol- utions; and • the economy in general. Our business will be adversely affected if demand for our products slows. Our business depends on customer demand for the products that we distribute. Demand for these products depends on many factors. With respect to our automotive group, the primary factors are: • the number of miles vehicles are driven annually, as higher vehicle mileage increases the need for main- tenance and repair; • the number of vehicles in the automotive fleet, a function of new vehicle sales and vehicle scrappage rates, as a steady or growing total vehicle population supports the continued demand for maintenance and repair; • the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the war- ranty or maintenance offered on new vehicles; • the number of vehicles in current service that are six years old and older, as these vehicles are typically no longer under the original vehicle manufacturers’ warranty and will need more maintenance and repair than newer vehicles; • gas prices, as increases in gas prices may deter consumers from using their vehicles; • changes in travel patterns, which may cause consumers to rely more on other transportation; • restrictions on access to diagnostic tools and repair information imposed by the original vehicle manu- facturers or by governmental regulation, as consumers may be forced to have all diagnostic work, repairs and maintenance performed by the vehicle manufacturers’ dealer networks; and • the economy generally, which in declining conditions may cause consumers to defer vehicle maintenance and repair and defer discretionary spending. With respect to our industrial parts group, the primary factors are: • the level of industrial production and manufacturing capacity utilization, as these indices reflect the need for industrial replacement parts; • changes in manufacturing reflected in the level of the Institute for Supply Management’s Purchasing Managers Index, as an index reading of 50 or more implies an expanding manufacturing economy, while a reading below 50 implies a contracting manufacturing economy; • the consolidation of certain of our manufacturing customers and the trend of manufacturing operations being moved overseas, which subsequently reduces demand for our products; • changes in legislation or government regulations or policies which could impact international trade among our multi-national customer base and cause reduced demand for our products; and • the economy in general, which in declining conditions may cause reduced demand for industrial output. With respect to our office products group, the primary factors are: • the increasing digitization of the workplace, as this negatively impacts the need for certain office prod- ucts; • the level of unemployment, especially as it relates to white collar and service jobs, as high unemployment reduces the need for office products; 11 • the level of office vacancy rates, as high vacancy rates reduces the need for office products; and • the economy in general, which in declining conditions may cause reduced demand for office products consumption. With respect to our electrical/electronic materials group, the primary factors are: • changes in manufacturing reflected in the level of the Institute for Supply Management’s Purchasing Managers Index, as an index reading of 50 or more implies an expanding manufacturing economy, while a reading below 50 implies a contracting manufacturing economy; and • the economy in general, which in declining conditions may cause reduced demand for industrial output. Changes in legislation or government regulations or policies could have a significant impact on our results of operations. Certain political developments occurring this past year, including the results of the presidential election in the U.S. and the decision of the United Kingdom to exit the European Union, have resulted in increased economic uncertainty for multi-national companies. These developments may result in economic and trade policy actions that could impact economic conditions in many countries and change the landscape of international trade. Our business is global, so changes to existing international trade agreements, blocking of foreign trade or imposition of tariffs on foreign goods could result in decreased revenues and/or increases in pricing, either of which could have an adverse impact on our business, results of operations, financial condition and cash flows in future periods. Uncertainty and/or deterioration in general macro-economic conditions, including unemployment, inflation or deflation, changes in tax policies, changes in energy costs, uncertain credit markets, or other economic conditions, could have a negative impact on our business, financial condition, results of operations and cash flows. Our business and operating results have been and may in the future be adversely affected by uncertain global economic conditions, including domestic outputs, employment rates, inflation or deflation, changes in tax policies, instability in credit markets, declining consumer and business confidence, fluctuating commodity prices, interest rates, volatile exchange rates, and other challenges that could affect the global economy. Both our commercial and retail customers may experience deterioration of their financial resources, which could result in existing or potential customers delaying or canceling plans to purchase our products. Our vendors could experi- ence similar conditions, which could impact their ability to fulfill their obligations to us. Future weakness in the global economy could adversely affect our business, results of operations, financial condition and cash flows in future periods. We face substantial competition in the industries in which we do business. The sale of automotive and industrial parts, office products and electrical materials is highly competitive and impacted by many factors, including name recognition, product availability, customer service, changing customer preferences, store location, and pricing pressures. Because we seek to offer competitive prices, if our competitors reduce their prices, we may be forced to reduce our prices, which could result in a material decline in our revenues and earnings. Increased competition among distributors of automotive and industrial parts, office products and electronic materials, including increased availability among digital and e-commerce providers across the markets in which we do business, could cause a material adverse effect on our results of operations. The Company anticipates no decline in competition in any of its four business segments in the foreseeable future. In particular, the market for replacement automotive parts is highly competitive and subjects us to a wide variety of competitors. We compete primarily with national and regional auto parts chains, independently owned regional and local automotive parts and accessories stores, automobile dealers that supply manufacturer replace- ment parts and accessories, mass merchandisers, internet providers and wholesale clubs that sell automotive products and regional and local full service automotive repair shops, both new and established. 12 Furthermore, both the automotive aftermarket and the office supply industry continue to experience con- solidation. Consolidation among our competitors could further enhance their financial position, provide them with the ability to provide more competitive prices to customers for whom we compete, and allow them to achieve increased efficiencies in their consolidated operations that enable them to more effectively compete for customers. If we are unable to continue to develop successful competitive strategies or if our competitors develop more effective strategies, we could lose customers and our sales and profits may decline. In addition, the loss of a major customer in the office products group could significantly impact its results of operations. We depend on our relationships with our vendors, and a disruption of our vendor relationships or a dis- ruption in our vendors’ operations could harm our business. As a distributor of automotive parts, industrial parts, office products and electrical/electronic materials, our business depends on developing and maintaining close and productive relationships with our vendors. We depend on our vendors to sell us quality products at favorable prices. Many factors outside our control, including, with- out limitation, raw material shortages, inadequate manufacturing capacity, labor disputes, transportation dis- ruptions, tax and legislative uncertainties or weather conditions, could adversely affect our vendors’ ability to deliver to us quality merchandise at favorable prices in a timely manner. Furthermore, financial or operational difficulties with a particular vendor could cause that vendor to increase the cost of the products or decrease the quality of the products we purchase from it. Vendor con- solidation could also limit the number of suppliers from which we may purchase products and could materially affect the prices we pay for these products. In addition, we would suffer an adverse impact if our vendors limit or cancel the return privileges that currently protect us from inventory obsolescence. We recognize the growing demand for business-to-business and business-to-customer digital and e-commerce options and solutions, and we could lose business if we fail to provide the digital and e-commerce options and solutions our customers wish to use. Our success in digital and e-commerce depends on our ability to accurately identify the products to make available through digital and e-commerce platforms across our business segments, and to establish and maintain such platforms to provide the highest level of data security to our customers on and through the platforms our customers wish to use (including mobile) with rapidly changing technology in a highly competitive environment. If we experience a security breach, if our internal information systems fail to function properly or if we are unsuccessful in implementing, integrating or upgrading our information systems, our business operations could be materially affected. We depend on information systems to process customer orders, manage inventory and accounts receivable collections, purchase products, manage accounts payable processes, ship products to customers on a timely basis, maintain cost effective operations, provide superior service to customers and accumulate financial results. Despite our implementation of security measures, our IT systems are vulnerable to damages from computer viruses, natural disasters, unauthorized physical or electronic access, power outages, computer system or network failures, cyber-attacks and other similar disruptions. Maintaining and operating these measures requires con- tinuous investments, which the Company has made and will continue to make. A security breach could result in sensitive data being lost, manipulated or exposed to unauthorized persons or to the public. A serious prolonged disruption of our information systems for any of the above reasons could materially impair fundamental business processes and increase expenses, decrease sales or otherwise reduce earnings. Fur- thermore, such a breach may harm our reputation and business prospects and subject us to legal claims if there is loss, disclosure or misappropriation of or access to our customers’ information. As threats related to cyber secu- rity breaches develop and grow, we may also find it necessary to make further investments to protect our data and infrastructure. 13 Because we are involved in litigation from time to time and are subject to numerous laws and governmental regulations, we could incur substantial judgments, fines, legal fees and other costs. We are sometimes the subject of complaints or litigation from customers, employees or other third parties for various reasons. The damages sought against us in some of these litigation proceedings are substantial. Although we maintain liability insurance for some litigation claims, if one or more of the claims were to greatly exceed our insurance coverage limits or if our insurance policies do not cover a claim, this could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, we are subject to numerous federal, state and local laws and governmental regulations relating to taxes, environmental protection, product quality standards, building and zoning requirements, as well as employment law matters. If we fail to comply with existing or future laws or regulations, we may be subject to governmental or judicial fines or sanctions, while incurring substantial legal fees and costs. In addition, our capi- tal expenses could increase due to remediation measures that may be required if we are found to be noncompliant with any existing or future laws or regulations. We are dependent on key personnel and the loss of one or more of those key personnel could harm our business. Our future success significantly depends on the continued services and performance of our key management personnel. We believe our management team’s depth and breadth of experience in our industry is integral to executing our business plan. We also will need to continue to attract, motivate and retain other key personnel. The loss of services of members of our senior management team or other key employees, the inability to attract additional qualified personnel as needed or failure to plan for the succession of senior management and key per- sonnel could have a material adverse effect on our business. ITEM 1B. UNRESOLVED STAFF COMMENTS. Not applicable. ITEM 2. PROPERTIES. The Company’s corporate and Automotive Parts Group headquarters are located in two office buildings owned by the Company in Atlanta, Georgia. The Company’s Automotive Parts Group currently operates 57 NAPA Distribution Centers in the United States distributed among eight geographic divisions. Approximately 90% of the distribution center properties are owned by the Company. At December 31, 2016, the Company operated approximately 1,100 NAPA AUTO PARTS stores located in 45 states, and the Company owned either a noncontrolling or controlling interest in 152 additional auto parts stores in 12 states. Other than NAPA AUTO PARTS stores located within Company owned distribution centers, the majority of the automotive parts stores in which the Company has an ownership interest are operated in leased facilities. In addition, NAPA Canada/UAP operates 12 distribution centers, one fabrication/remanufacturing facility and approximately 187 automotive parts and Traction stores in Canada. In Mexico, Auto Todo operates 11 distribution centers and five automotive parts stores and tire centers, and NAPA Mexico operates one distribution center and 10 automotive parts stores. These operations in both Canada and Mexico are conducted in leased facilities. GPC Asia Pacific operates throughout Australia and New Zealand with 11 distribution centers, 474 Repco and other banner auto parts stores and 80 branches associated with the Ash- down Ingram, Motospecs, McLeod and RDA Brakes operations. These distribution center, store and branch operations are conducted in leased facilities. The Company’s Automotive Parts Group also operates four Balkamp distribution and redistribution centers, four Rayloc distribution facilities and three transfer and shipping facilities. Nearly all of the Balkamp and Rayloc operations are conducted in facilities owned by the Company. Altrom Canada operates four import parts dis- tribution centers and 29 branches, and Altrom America operates two import parts distribution centers and six branches. The Heavy Vehicle Parts Group operates three TW distribution centers, which serve 27 Traction stores of which 20 are company owned and located in the U.S. These operations are conducted in leased facilities. 14 The Company’s Industrial Parts Group, operating through Motion and Motion Canada, operates 13 dis- tribution centers, 43 service centers and 483 branches. Approximately 90% of these locations are operated in leased facilities and the remainder are Company owned. The Company’s Office Products Group operates 50 facilities in the United States and six facilities in Canada distributed among the Group’s four geographic divisions. Approximately 75% of these facilities are operated in leased buildings and the remainder are Company owned. The Company’s Electrical/Electronic Materials Group operates in 39 locations in the United States, one location in Puerto Rico, one location in the Dominican Republic, three locations in Mexico and one location in Canada. All of this Group’s 45 facilities are operated in leased buildings. We believe that our facilities on the whole are in good condition, are adequately insured, are fully utilized and are suitable and adequate to conduct the business of our current operations. For additional information regarding rental expense on leased properties, see Note 4 of Notes to Con- solidated Financial Statements beginning on page F-1. ITEM 3. LEGAL PROCEEDINGS. The Company is subject to various legal and governmental proceedings, many involving routine litigation incidental to the businesses, including approximately 2,420 product liability lawsuits resulting from its national distribution of automotive parts and supplies. Many of these involve claims of personal injury allegedly resulting from the use of automotive parts distributed by the Company. While litigation of any type contains an element of uncertainty, the Company believes that its defense and ultimate resolution of pending and reasonably anticipated claims will continue to occur within the ordinary course of the Company’s business and that resolution of these claims will not have a material effect on the Company’s business, results of operations or financial condition. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 15 PART II. ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Regarding Common Stock The Company’s common stock is traded on the New York Stock Exchange under the ticker symbol “GPC”. The following table sets forth the high and low sales prices for the common stock per quarter as reported on the New York Stock Exchange and dividends per share of common stock paid during the last two fiscal years: Sales Price of Common Shares 2016 2015 High Low High Low Quarter First . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 99.59 101.28 105.97 100.34 $76.50 92.25 95.96 86.61 $108.07 94.74 91.02 92.32 $91.74 89.17 78.76 79.77 Dividends Declared per Share 2016 2015 Quarter First . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0.6575 0.6575 0.6575 0.6575 $0.6150 0.6150 0.6150 0.6150 16 Stock Performance Graph Set forth below is a line graph comparing the yearly dollar change in the cumulative total shareholder return on the Company’s Common Stock against the cumulative total shareholder return of the Standard and Poor’s 500 Stock Index and a peer group composite index structured by the Company as set forth below for the five year period that commenced December 31, 2011 and ended December 31, 2016. This graph assumes that $100 was invested on December 31, 2011 in Genuine Parts Company Common Stock, the S&P 500 Stock Index (the Company is a member of the S&P 500, and its cumulative total shareholder return went into calculating the S&P 500 results set forth in the graph) and the peer group composite index as set forth below and assumes reinvest- ment of all dividends. Comparison of five year cumulative total shareholder return Genuine Parts Company S&P 500 Peer Index S R A L L O D 250 225 200 175 150 125 100 75 50 25 0 2011 2012 2013 2014 2015 2016 Genuine Parts Company, S&P 500 Index and peer group composite index Cumulative Total Shareholder Return $ at Fiscal Year End 2011 2012 2013 2014 2015 2016 Genuine Parts Company 100.00 107.26 144.33 189.66 157.15 179.62 S&P 500 Peer Index 100.00 116.00 153.57 174.60 177.01 198.18 100.00 113.25 162.10 168.26 156.33 171.76 In constructing the peer group composite index (“Peer Index”) for use in the stock performance graph above, the Company used the shareholder returns of various publicly held companies (weighted in accordance with each company’s stock market capitalization at December 31, 2011 and including reinvestment of dividends) that compete with the Company in three industry segments: automotive parts, industrial parts and office products (each group of companies included in the Peer Index as competing with the Company in a separate industry segment is hereinafter referred to as a “Peer Group”). Included in the automotive parts Peer Group are those companies making up the Dow Jones U.S. Auto Parts Index (the Company is a member of such industry group, and its individual shareholder return was included when calculating the Peer Index results set forth in the performance graph). Included in the industrial parts Peer Group are Applied Industrial Technologies, Inc. and Kaman Corporation and included in the office products Peer Group is Essendant. The Peer Index does not break out a separate electrical/electronic peer group due to the fact that there is currently no true market comparative to EIS. The electrical/electronic component of sales is redistributed to the Company’s other segments on a pro rata basis to calculate the final Peer Index. 17 In determining the Peer Index, each Peer Group was weighted to reflect the Company’s annual net sales in each industry segment. Each industry segment of the Company comprised the following percentages of the Company’s net sales for the fiscal years shown: Industry Segment 2011 2012 2013 2014 2015 2016 Automotive Parts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Industrial Parts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Office Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Electrical/Electronic Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49% 49% 53% 53% 52% 53% 33% 34% 31% 31% 30% 30% 14% 13% 12% 11% 13% 13% 4% 4% 4% 5% 5% 4% Holders As of December 31, 2016, there were 4,689 holders of record of the Company’s common stock. The number of holders of record does not include beneficial owners of the common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries. Issuer Purchases of Equity Securities The following table provides information about the purchases of shares of the Company’s common stock during the three month period ended December 31, 2016: Period October 1, 2016 through October 31, 2016 . . . November 1, 2016 through November 30, 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 204,350 $89.50 203,664 4,477,891 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211,071 $88.73 209,064 4,268,827 December 1, 2016 through December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Totals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,435 494,856 $98.08 $90.55 8,585 421,313 4,260,242 4,260,242 (1) Includes shares surrendered by employees to the Company to satisfy tax withholding obligations in con- nection with the vesting of shares of restricted stock, the exercise of stock options and/or tax withholding obligations. (2) On November 17, 2008, the Board of Directors announced that it had authorized the repurchase of 15 million shares. The authorization for this repurchase plan continues until all such shares have been repurchased or the repurchase plan is terminated by action of the Board of Directors. Approximately 4.3 million shares authorized in the 2008 plan remain available to be repurchased by the Company. There were no other pub- licly announced plans as of December 31, 2016. 18 ITEM 6. SELECTED FINANCIAL DATA. The following table sets forth certain selected historical financial and operating data of the Company as of the dates and for the periods indicated. The following selected financial data are qualified by reference to, and should be read in conjunction with, the consolidated financial statements, related notes and other financial information beginning on page F-1, as well as in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report. Year Ended December 31, 2015 2016 2013 2014 2012 Net sales . . . . . . . . . . . . . . . . . . . . . . . Cost of goods sold . . . . . . . . . . . . . . . . Operating and non-operating expenses, net . . . . . . . . . . . . . . . . . . Income before taxes . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . Weighted average common shares outstanding during year — assuming dilution . . . . . . . . . . . . . . Per common share: $15,339,713 10,740,106 (In thousands, except per share data) $15,341,647 10,747,886 $15,280,044 10,724,192 $14,077,843 9,857,923 $13,013,868 9,235,777 3,525,267 1,074,340 387,100 687,240 $ 3,432,171 1,123,681 418,009 705,672 $ 3,476,022 1,117,739 406,453 711,286 $ 3,175,616 1,044,304 359,345 684,959 $ 2,759,159 1,018,932 370,891 648,041 $ 149,804 152,496 154,375 155,714 156,420 Diluted net income . . . . . . . . . . . . . Dividends declared . . . . . . . . . . . . . December 31 closing stock price . . Total debt, less current maturities . . . . Total equity . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . $ 4.59 2.63 95.54 550,000 3,207,356 $ 8,859,400 $ 4.63 2.46 85.89 250,000 3,159,242 $ 8,144,771 $ 4.61 2.30 106.57 500,000 3,312,364 $ 8,246,238 $ 4.40 2.15 83.19 500,000 3,358,768 $ 7,680,297 $ 4.14 1.98 63.58 250,000 3,008,179 $ 6,807,061 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. OVERVIEW Genuine Parts Company is a service organization engaged in the distribution of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials. We have a long tradition of growth dating back to 1928, the year we were founded in Atlanta, Georgia. The Company conducted business in 2016 throughout the United States, Canada, Australia, New Zealand, Mexico and Puerto Rico from approx- imately 2,670 locations. We recorded consolidated net sales of $15.3 billion for the year ended December 31, 2016, an increase of 0.4% compared to sales in 2015. Consolidated net income for the year ended December 31, 2016 was $687 million, down 3% from $706 million in 2015. The Company’s growth strategy, and in particular the ini- tiatives to expand our global footprint via strategic acquisitions, served to offset the challenging sales environ- ment that persisted in our U.S. markets during 2016. We were also focused on ongoing measures to improve gross margins and control costs, although the loss of leverage due to weak comparable sales trends increased our expenses as a percentage of sales and negatively impacted earnings growth. The relatively unchanged sales results for 2016 and 2015 compare to a 9% sales increase in 2014. Net income in 2015 was down by 1% and increased by 4% in 2014. Our revenue and earnings in 2015 reflect a 3% negative impact of currency translation and after adjusting for this factor, the Company produced an increase in both sales and net income for that year. In 2014, improved market conditions relative to the prior year drove sales and earnings growth in each of our four business segments. Over the three year period of 2014 through 2016, our financial performance reflects a variety of initiatives the Company implemented to grow sales and earnings across our businesses. Examples of such initiatives include strategic acquisitions, the introduction of new and 19 expanded product lines, geographic expansion, sales to new markets, enhanced customer marketing programs and a variety of gross margin and cost savings initiatives. We discuss these initiatives further below. With regard to the December 31, 2016 consolidated balance sheet, the Company’s cash balance of $243 million compares to cash of $212 million at December 31, 2015. The Company continues to maintain a strong cash position, supported by relatively steady net income and effective asset management. Accounts receivable increased by approximately 6%, which compares to an approximate 3% sales increase in the fourth quarter of the year, and inventory was up by approximately 7%, including the impact of acquisitions. Accounts payable increased $260 million or 9% from the prior year, due primarily to improved payment terms with certain suppliers. Total debt outstanding at December 31, 2016 was $875 million, an increase from total debt of $625 million at December 31, 2015. RESULTS OF OPERATIONS Our results of operations are summarized below for the three years ended December 31, 2016, 2015 and 2014. Year Ended December 31, 2016 2015 2014 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . Net Sales (In thousands except per share data) $15,280,044 4,555,852 705,672 4.63 $15,339,713 4,599,607 687,240 4.59 $15,341,647 4,593,761 711,286 4.61 Consolidated net sales for the year ended December 31, 2016 totaled $15.3 billion, up slightly from 2015. 2016 net sales included a 2.4% contribution from acquisitions, net of store closures, offset by a 1.1% decrease in sales volume and an approximate 0.5% negative impact of currency translation. Additionally, the Company experienced overall product deflation of approximately 0.3%. The impact of product inflation/deflation varied by business in 2016, as prices were down 0.7% in the Automotive segment, up approximately 0.4% in the Industrial segment, up approximately 0.3% in the Office segment and down approximately 1.2% in the Electrical/ Electronic segment. The Company, with its global growth initiatives and measures to control rising costs and manage assets, is well positioned for sustainable long-term growth. Consolidated net sales for the year ended December 31, 2015 totaled $15.3 billion, down slightly from 2014. 2015 net sales included a 1.5% increase in sales volume and a 1% contribution from acquisitions, offset by an approximate 3% negative impact of currency translation. The impact of product inflation/deflation varied by business in 2015 and, cumulatively, prices were down 0.2% in the Automotive segment, up approximately 0.9% in the Industrial segment, up approximately 0.6% in the Office segment and down approximately 1.7% in the Electrical/Electronic segment. Automotive Group Net sales for the Automotive Group (“Automotive”) were $8.1 billion in 2016, a 1% increase from 2015. The increase in sales for the year consists of an approximate 1% comparable sales increase and a 1% contribution from acquisitions, less an approximate 1% negative impact of currency translation associated with our automo- tive businesses in Canada, Australasia and Mexico. Automotive sales were negatively impacted by product deflation of 0.7%, which is included in the comparable sales increase. In 2016, total Automotive revenues were up 2% in the first quarter, down 1% in the second quarter, up 1.5% in the third quarter and up 2% in the fourth quarter. The underlying fundamentals in the automotive aftermarket, including the overall number and age of the vehicle population as well as the positive increase in miles driven, remain supportive of sustained demand for automotive aftermarket maintenance and supply items. We expect these fundamentals as well as key sales ini- tiatives to drive sales growth for the Automotive business in 2017. 20 Net sales for the Automotive Group were $8.0 billion in 2015, a 1% decrease from 2014. The decrease in sales for the year consists of a positive core sales increase of approximately 3.5% and a slight benefit from acquisitions. Combined, the approximate 4% growth was offset by a 5% negative impact of currency associated with our automotive businesses in Canada, Australasia and Mexico. Automotive sales were not materially impacted by product inflation. In 2015, Automotive revenues were flat in the first and second quarters and down 2% in the third and fourth quarters. Industrial Group Net sales for Motion Industries, our Industrial Group (“Industrial”), were $4.6 billion in 2016, basically unchanged from 2015. An approximate 2.6% decrease in sales volumes and a slight negative impact of currency translation associated with our Canadian and Mexican operations were partially offset by higher transaction val- ues associated with 0.4% product inflation and approximately 2% in sales from acquisitions. Industrial revenues were down 2.5% in the first quarter of 2016, down 2% in the second quarter and down 1% in the third quarter. These quarterly declines were followed by a 4% sales increase in the fourth quarter. The sequential improvement in this group’s sales performance correlates to the growing strength in the industrial economy, as evidenced by economic indicators such as Manufacturing Industrial Production and the Purchasing Managers Index. In addi- tion, the energy sector, which had contracted throughout 2015 and the first half of 2016 began to stabilize over the last half of 2016. Looking ahead to 2017, we believe the Industrial business is well positioned for profitable growth. Net sales for Industrial were $4.6 billion in 2015, a 3% decrease from 2014. Sales volumes in Industrial were down approximately 4% from the prior year, while a 1% negative impact of currency associated with our Canadian and Mexican operations also contributed to the decline in sales. These items were partially offset by higher transaction values associated with product inflation, which added an approximate 1% to sales, and 1% in sales from acquisitions. Industrial revenues were up 3% in the first quarter of 2015, down 2% in the second quar- ter, down 4% in the third quarter and down 7.5% in the fourth quarter. The manufacturing indices we track in this group progressively weakened throughout 2015, which correlates to lower demand among our customer base and, in particular, those customers dependent on exports as well as the oil and gas sector. Office Group Net sales for S. P. Richards, our Office Products Group (“Office”), were $2.0 billion in 2016, an increase of 2% from 2015. The increase in sales reflects an approximate 7% contribution from acquisitions and a 0.3% increase in higher transaction values associated with price inflation. These items were offset by an approximate 6% decrease in sales volume. Sales were down 3% in the first quarter, up 1% in the second quarter, up 5% in the third quarter and up 4% in the fourth quarter of 2016. Overall, this growth was driven by our strategy to further diversify the Office business in the large and growing Facilities, Breakroom and Safety Supplies (FBS) category. We expect this diversification strategy and the execution of our core sales initiatives to drive this group’s growth in 2017. Net sales for Office were $1.9 billion in 2015, an increase of 7.5% from 2014. The increase in sales reflects an approximate 4% increase in sales volume, a 0.6% increase in higher transaction values associated with price inflation and a 3% contribution from acquisitions. These items were offset by an approximate 0.5% negative impact of currency associated with our Canadian operations. In 2015, Office experienced relatively stable industry conditions, as evidenced by the steady growth in new jobs throughout the year. These conditions com- bined with new business from a primary customer, which anniversaried on July 1, 2015, served to drive the increase in sales volume for the year. Sales were up 17% in the first quarter, up 14% in the second quarter, up 3% in the third quarter and down 2% in the fourth quarter of 2015. Electrical/Electronic Group Net sales for EIS, our Electrical and Electronic Group (“Electrical/Electronic”), were $716 million in 2016, a decrease of 5% from 2015. The decrease in sales consists of an approximate 4% decline in sales volume, a 21 1.2% decrease from lower transaction values associated with price deflation and a 0.5% negative sales impact of copper pricing. These items were partially offset by an approximate 1% contribution from acquisitions. Sales for Electrical/Electronic decreased by 3% in the first quarter, 5% in the second quarter, 9% in the third quarter and were unchanged in the fourth quarter, relative to the prior year periods. The manufacturing segment of the economy was relatively weak in 2016, which pressured demand across the markets served by this business. As discussed earlier, however, these conditions improved in the fourth quarter of the year and we expect further improvement in 2017, which bodes well for the future growth at EIS. Net sales for the Electrical/Electronic business were $751 million in 2015, an increase of 1.5% from 2014. The increase in sales consists of a 5% contribution from acquisitions, offset by a 1.7% headwind from lower transaction values associated with price deflation, a 1% negative sales impact of copper pricing and a 1% decrease in sales volume. Sales for Electrical/Electronic increased by 1% in the first quarter, 4% in the second quarter, 2% in the third quarter and were unchanged in the fourth quarter, relative to the prior year periods. Cost of Goods Sold The Company includes in cost of goods sold the actual cost of merchandise, which represents the vast majority of this line item. Other items in cost of goods sold include warranty costs and in-bound freight from the suppliers, net of any vendor allowances and incentives. Cost of goods sold was $10.74 billion in 2016, $10.72 billion in 2015 and $10.75 billion in 2014. Cost of goods sold in 2016 and 2015 changed from the prior year periods in accordance with the related percentage change in sales for the same periods. For these periods, total product inflation or deflation was relatively insignificant and actual costs were relatively unchanged from the prior year. Cost of goods sold represented 70.0% of net sales in 2016, 70.2% of net sales in 2015 and 70.1% of net sales in 2014 and, as a percent of net sales, decreased slightly in 2016 from 2015, while increasing slightly in 2015 from 2014. In 2016, 2015 and 2014, the Industrial and Office business segments experienced slight vendor price increases. In 2014, the Electrical/Electronic business also experienced a slight vendor price increase. In any year where we experience price increases, we are able to work with our customers to pass most of these along to them. Operating Expenses The Company includes in selling, administrative and other expenses (“SG&A”), all personnel and personnel-related costs at its headquarters, distribution centers, stores and branches, which accounts for approx- imately 65% of total SG&A. Additional costs in SG&A include our facilities, delivery, marketing, advertising, technology, legal and professional costs. SG&A of $3.37 billion in 2016 increased by $93 million or approximately 3% from 2015. This represents 22.0% of net sales compared to 21.4% of net sales in 2015. The increase in SG&A expenses from the prior year reflect the year one costs associated with our 19 acquisitions, as well as the impact of higher cost, and higher gross margin, models at select acquisitions. The increase in SG&A expenses as a percentage of net sales from the prior year reflect the loss of leverage due to negative comparable sales in our U.S. Automotive, Industrial, Office and Electrical/Electronic businesses. To offset these increases, we implemented enhanced cost control measures and are intensely focused on assessing the optimal cost structure in our businesses. Depreciation and amortization expense was $147 million in 2016, an increase of approximately $6 million or 4% from 2015. The provision for doubtful accounts was $12 million in 2016, a decrease of $1 million from 2015. We believe the Company is adequately reserved for bad debts at December 31, 2016. SG&A of $3.28 billion in 2015 decreased by $37 million or approximately 1% from 2014. This represents 21.4% of net sales, and compares favorably to 21.6% of net sales in 2014. The decrease in SG&A expenses as a percentage of net sales from the prior year reflect the positive impact of our cost control measures and our man- agement teams’ focus on properly managing the Company’s expenses. Depreciation and amortization expense was $142 million in 2015, a decrease of approximately $6 million or 4% from 2014. The provision for doubtful accounts was $12 million in 2015, up from $7 million in 2014. 22 Total share-based compensation expense for the years ended December 31, 2016, 2015 and 2014 was $19.7 million, $17.7 million and $16.2 million, respectively. Refer to Note 5 of the Consolidated Financial Statements for further information regarding share-based compensation. Non-Operating Expenses and Income Non-operating expenses consist primarily of interest. Interest expense was $21 million in 2016, $22 million in 2015 and $25 million in 2014. The $1 million decrease in interest expense in 2016 reflects the more favorable interest rate on certain debt, which was renewed in November 2016. This was partially offset by new long-term debt, which commenced in July 2016. The $3 million decrease in interest expense in 2015 reflects the impact of lower outstanding debt levels during the year relative to 2014. In “Other”, the net benefit of interest income, equity method investment income, investment dividends and noncontrolling interests in 2016 was $26 million, a $5 million increase from the prior year due to higher interest income earned in 2016 relative to 2015. These items were $21 million in 2015, an increase from $19 million in 2014. The $2 million increase from the prior year was due to higher interest income earned in 2015 relative to 2014. Income Before Income Taxes Income before income taxes was $1.1 billion in 2016, down 4% from 2015. As a percentage of net sales, income before income taxes was 7.0% in 2016 compared to 7.4% in 2015. In 2015, income before income taxes of $1.1 billion was up slightly from 2014 and as a percentage of net sales was 7.4% compared to 7.3% in 2014. Automotive Group Automotive income before income taxes as a percentage of net sales, which we refer to as operating margin, decreased to 8.8% in 2016 from 9.1% in 2015. This group’s loss of expense leverage due to weak comparable sales in the U.S. was the primary factor in Automotive’s decline in operating profit during the year. Looking forward, planned initiatives to grow sales, including store footprint expansion, expand gross margins and control costs are intended to improve its operating margin in the years ahead. Automotive’s operating margin of 9.1% in 2015 was up from 8.7% in 2014. The change in gross margin and operating costs as a percentage of net sales positively impacted operating profit during the year. Industrial Group Industrial’s operating margin was 7.3% in 2016, which is unchanged from 2015. The steady operating mar- gin for this group primarily reflects improved gross margins and cost savings associated with initiatives to con- solidate locations during 2016. These savings were partially offset by continued pressure on operating expenses associated with the decrease in comparable sales for the year. Industrial implemented multiple initiatives to over- come the challenging sales environment and is well positioned to improve their operating margin in 2017. Industrial’s operating margin decreased to 7.3% in 2015 from 7.8% in 2014, as the decline in sales for the year resulted in lower volume incentives, which pressured gross margins, and reduced expense leverage relative to the prior year. Office Group Office’s operating margin decreased to 5.9% in 2016 from 7.3% in 2015, primarily due to gross margin pressures associated with lower supplier incentives and the deleveraging of expenses due to comparable sales declines in this group’s core office supplies business. Office enters 2017 intensely focused on its initiatives to further diversify its business and drive sales growth, while also driving cost savings. Office’s operating margin decreased slightly to 7.3% in 2015 from 7.4% in 2014, primarily related to the deleveraging of expenses due to slower sales growth in the last half of 2015. 23 Electrical/Electronic Group Electrical/Electronic’s operating margin decreased to 8.5% in 2016 from 9.3% in 2015, as changes in prod- uct mix pressured gross margins and operating expenses were deleveraged due to the comparable sales decrease for the year. These items were partially offset by cost savings initiatives to consolidate locations during 2016. Electrical/Electronic will continue to focus on its sales initiatives and cost controls to further improve its operat- ing margin in 2017. Electrical/Electronic’s operating margin increased to 9.3% in 2015 from 8.8% in 2014, primarily due to the positive impact of higher margin acquisitions, declining copper prices and effective cost management. Income Taxes The effective income tax rate of 36.0% in 2016 decreased from 37.2% in 2015. The decrease in rate primar- ily reflects the Company’s lower mix of U.S. earnings in 2016, which is taxed at a higher rate relative to our for- eign operations. Additionally, the more favorable retirement asset valuation adjustment in 2016 relative to 2015 resulted in the decrease in rate. The effective income tax rate of 37.2% in 2015 increased from 36.4% in 2014. The increase in rate primar- ily reflects the Company’s higher mix of U.S. earnings in 2015, which is taxed at a higher rate relative to our foreign operations. To a lesser extent, the less favorable retirement asset valuation adjustment in 2015 relative to 2014 impacted the increase in rate. Net Income Net income was $687 million in 2016, a decrease of 3% from $706 million in 2015. On a per share diluted basis, net income was $4.59 in 2016, down 1% compared to $4.63 in 2015. Net income was 4.5% of net sales in 2016 compared to 4.6% of net sales in 2015. Net income was $706 million in 2015, a decrease of 1% from $711 million in 2014. On a per share diluted basis, net income was $4.63 in 2015, up slightly compared to $4.61 in 2014. Net income was 4.6% of net sales in each of 2015 and 2014. FINANCIAL CONDITION Our cash balance of $243 million at December 31, 2016 compares to our cash balance of $212 million at December 31, 2015, as discussed further below. The Company’s accounts receivable balance at December 31, 2016 increased by approximately 6% from the prior year. This compares to the Company’s 3% sales increase for the fourth quarter of 2016, and we are satisfied with the quality and collectability of our accounts receivable. Inventory at December 31, 2016 increased by approximately 7% from December 31, 2015, primarily due to acquisitions, and accounts payable increased $260 million or approximately 9% from December 31, 2015 due primarily to improved payment terms with certain suppliers. LIQUIDITY AND CAPITAL RESOURCES The Company’s sources of capital consist primarily of cash flows from operations, supplemented as neces- sary by private issuances of debt and bank borrowings. We have $875 million of total debt outstanding at December 31, 2016, of which $50 million matures in July 2021, $250 million matures in December 2023 and $250 million matures in November 2026. In addition, the Company has an unsecured revolving line of credit with a consortium of financial institutions for $1.2 billion, of which approximately $325 million and $125 million were outstanding under the line of credit at December 31, 2016 and 2015, respectively. Currently, we believe that our cash on hand and available short-term and long-term sources of capital are sufficient to fund the Company’s operations, including working capital requirements, scheduled debt payments, interest payments, capital expenditures, benefit plan contributions, income tax obligations, dividends, share repurchases and con- templated acquisitions. 24 The ratio of current assets to current liabilities was 1.4 to 1 at December 31, 2016 and 2015, and our liquid- ity position remains solid. The Company’s total debt outstanding at December 31, 2016 increased by $250 million or 40% from December 31, 2015, due primarily to the 19 acquisitions made in 2016. Sources and Uses of Net Cash A summary of the Company’s consolidated statements of cash flows is as follows: Year Ended December 31, Percent Change Net Cash Provided by (Used in): 2016 2015 2014 2016 vs. 2015 2015 vs. 2014 Operating activities . . . . . . . . . . . . . . . . . . . . . . Investing activities . . . . . . . . . . . . . . . . . . . . . . Financing activities . . . . . . . . . . . . . . . . . . . . . . $ 946,078 (593,999) (322,406) (In thousands) $1,159,373 (263,627) (806,074) $ 790,145 (386,715) (455,440) (18)% 125% (60)% 47% (32)% 77% Net Cash Provided by Operating Activities: The Company continues to generate cash and in 2016 net cash provided by operating activities totaled $946 million. This reflects an 18% decrease from 2015, as the collective change in trade accounts receivable, merchandise inventories and trade accounts payable represented a $123 million source of cash in 2016 compared to a $312 million source of cash in 2015. Net cash provided by operating activities was $1.2 billion in 2015, a 47% increase from 2014 due primarily to the change in trade accounts receivable, merchandise inventories and trade accounts payable, which, collectively, net to a $312 million source of cash in 2015 compared to a $34 million use of cash in 2014. Net Cash Used in Investing Activities: Net cash flow used in investing activities was $594 million in 2016 compared to $264 million in 2015, a 125% increase. Cash used for acquisitions of businesses and other investing activities in 2016 was $462 million, or $299 million more than in 2015. Capital expenditures of $161 million in 2016 were $51 million more than in 2015, which was at the high end of our original estimate of $140 to $160 million for the year. We estimate that cash used for capital expenditures in 2017 will be approximately $145 to $165 million. Net cash flow used in investing activities was $264 million in 2015 compared to $387 million in 2014, a decrease of 32%. Cash used for acquisitions of businesses and other investing activities in 2015 was $163 million, or $125 million less than in 2014. Capital expenditures of $110 million in 2015 were relatively unchanged from 2014, and were slightly lower than our original estimate of $125 to $145 million for the year. Net Cash Used in Financing Activities: The Company used $322 million of cash in financing activities in 2016, down 60% from the $806 million used in financing activities in 2015. Cash used in financing activities in 2015 was up 77% from the $455 million used in 2014. For the three years presented, net cash used in financing activities was primarily for dividends paid to shareholders and repurchases of the Company’s common stock. The Company paid dividends to shareholders of $387 million, $368 million and $347 million during 2016, 2015 and 2014, respectively. The Company expects this trend of increasing dividends to continue in the foreseeable future. During 2016, 2015 and 2014, the Com- pany repurchased $181 million, $292 million and $96 million, respectively, of the Company’s common stock. We expect to remain active in our share repurchase program, but the amount and value of shares repurchased will vary. In 2016, net cash used in financing activities was partially offset by approximately $250 million in net proceeds from debt. In 2015, net cash used in financing activities included payments on debt of approximately $140 million net of debt proceeds. Notes and Other Borrowings The Company maintains a $1.2 billion unsecured revolving line of credit with a consortium of financial institutions, which matures in June 2021 with an optional one year extension and bears interest at LIBOR plus a 25 margin, which is based on the Company’s leverage ratio (1.52% at December 31, 2016). The Company also has the option under this agreement to increase its borrowing an additional $350 million, as well as an option to decrease the borrowing capacity or terminate the facility with appropriate notice. At December 31, 2016 and 2015, approximately $325 million and $125 million were outstanding under this line of credit, respectively. Due to the workers’ compensation and insurance reserve requirements in certain states, the Company also had unused letters of credit of approximately $65 million and $63 million outstanding at December 31, 2016 and 2015, respectively. At December 31, 2016, the Company had unsecured Senior Notes outstanding under financing arrangement as follows: $50 million series G senior unsecured notes, 2.39% fixed, due 2021; $250 million series F senior unsecured notes, 2.99% fixed, due 2023; and $250 million series H senior unsecured notes, 2.99% fixed, due 2026. These borrowings contain covenants related to a maximum debt-to-capitalization ratio and certain limi- tations on additional borrowings. At December 31, 2016, the Company was in compliance with all such cove- nants. The weighted average interest rate on the Company’s total outstanding borrowings was approximately 2.39% at December 31, 2016 and 2.76% at December 31, 2015. Total interest expense, net of interest income, for all borrowings was $19.5 million, $20.4 million and $24.2 million in 2016, 2015 and 2014, respectively. Contractual and Other Obligations The following table shows the Company’s approximate obligations and commitments, including interest due on credit facilities, to make future payments under specified contractual obligations as of December 31, 2016: Contractual Obligations Payment Due by Period Total Less Than 1 Year 1-3 Years 3-5 Years Over 5 Years (In thousands) Credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . $1,006,300 $341,100 $ 32,300 $ 81,800 $551,100 172,500 Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . 145,200 232,300 315,000 865,000 Total contractual cash obligations . . . . . . . . . . . . $1,871,300 $573,400 $347,300 $227,000 $723,600 Due to the uncertainty of the timing of future cash flows associated with the Company’s unrecognized tax benefits at December 31, 2016, the Company is unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $17 million of unrecognized tax benefits have been excluded from the contractual obligations table above. Refer to Note 6 of the Consolidated Financial State- ments for a discussion on income taxes. Purchase orders or contracts for the purchase of inventory and other goods and services are not included in our estimates. We are not able to determine the aggregate amount of such purchase orders that represent con- tractual obligations, as purchase orders may represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our current distribution needs and are fulfilled by our vendors within short time horizons. The Company does not have significant agreements for the purchase of inventory or other goods speci- fying minimum quantities or set prices that exceed our expected requirements. 26 The Company guarantees the borrowings of certain independently owned automotive parts stores (independents) and certain other affiliates in which the Company has a noncontrolling equity ownership interest (affiliates). The Company’s maximum exposure to loss as a result of its involvement with these independents and affiliates is generally equal to the total borrowings subject to the Company’s guarantee. To date, the Company has had no significant losses in connection with guarantees of independents’ and affiliates’ borrowings. The fol- lowing table shows the Company’s approximate commercial commitments as of December 31, 2016: Other Commercial Commitments Amount of Commitment Expiration per Period Total Amounts Committed Less Than 1 Year 1-3 Years 3-5 Years Over 5 Years Line of credit . . . . . . . . . . . . . . . . . . . . . . . . Standby letters of credit . . . . . . . . . . . . . . . . Guaranteed borrowings of independents $ — $ 64,930 64,930 — $ — — $— — — (In thousands) — $ and affiliates . . . . . . . . . . . . . . . . . . . . . . 431,286 126,877 179,225 125,184 — Total commercial commitments . . . . . . . . . $496,216 $191,807 $179,225 $125,184 $— In addition, the Company sponsors defined benefit pension plans that may obligate us to make contributions to the plans from time to time. Contributions in 2016 were $54 million. We expect to make $48 million in cash contributions to our qualified defined benefit plans in 2017, and contributions required for 2017 and future years will depend on a number of unpredictable factors including the market performance of the plans’ assets and future changes in interest rates that affect the actuarial measurement of the plans’ obligations. Share Repurchases In 2016, the Company repurchased approximately 2.0 million shares and the Company had remaining authority to purchase approximately 4.3 million shares at December 31, 2016. CRITICAL ACCOUNTING POLICIES General Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted account- ing principles. The preparation of our consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily appa- rent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We describe in this section certain critical accounting policies that require us to make significant estimates, assumptions and judgments. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are uncertain at the time the estimate is made and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. Management believes the following critical accounting policies reflect its most significant estimates and assumptions used in the prepara- tion of the consolidated financial statements. For further information on the critical accounting policies, see Note 1 of the Consolidated Financial Statements. Inventories — Provisions for Slow Moving and Obsolescence The Company identifies slow moving or obsolete inventories and estimates appropriate provisions related thereto. Historically, these losses have not been significant as the vast majority of the Company’s inventories are 27 not highly susceptible to obsolescence and are eligible for return under various vendor return programs. While the Company has no reason to believe its inventory return privileges will be discontinued in the future, its risk of loss associated with obsolete or slow moving inventories would increase if such were to occur. Allowance for Doubtful Accounts — Methodology The Company evaluates the collectability of trade accounts receivable based on a combination of factors. The Company estimates an allowance for doubtful accounts as a percentage of net sales based on historical bad debt experience and periodically adjusts this estimate when the Company becomes aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While the Company has a large customer base that is geographically dispersed, a general economic downturn in any of the industry segments in which the Company operates could result in higher than expected defaults and, therefore, the need to revise estimates for bad debts. For the years ended December 31, 2016, 2015 and 2014, the Company recorded provisions for doubtful accounts of approximately $11.5 million, $12.4 million, and $7.2 million, respectively. Consideration Received from Vendors The Company enters into agreements at the beginning of each year with many of its vendors that provide for inventory purchase incentives. Generally, the Company earns inventory purchase incentives upon achieving specified volume purchasing levels or other criteria. The Company accrues for the receipt of these incentives as part of its inventory cost based on cumulative purchases of inventory to date and projected inventory purchases through the end of the year. While management believes the Company will continue to receive consideration from vendors in 2017 and beyond, there can be no assurance that vendors will continue to provide comparable amounts of incentives in the future or that we will be able to achieve the specified volumes necessary to take advantage of such incentives. Impairment of Property, Plant and Equipment and Goodwill and Other Intangible Assets At least annually, the Company evaluates property, plant and equipment, goodwill and other intangible assets for potential impairment indicators. The Company’s judgments regarding the existence of impairment indicators are based on market conditions and operational performance, among other factors. Future events could cause the Company to conclude that impairment indicators exist and that assets associated with a particular oper- ation are impaired. Evaluating for impairment also requires the Company to estimate future operating results and cash flows which require judgment by management. Any resulting impairment loss could have a material adverse impact on the Company’s financial condition and results of operations. Employee Benefit Plans The Company’s benefit plan committees in the U.S. and Canada establish investment policies and strategies and regularly monitor the performance of the Company’s pension plan assets. The pension plan investment strat- egy implemented by the Company’s management is to achieve long-term objectives and invest the pension assets in accordance with the applicable pension legislation in the U.S. and Canada, as well as fiduciary standards. The long-term primary objectives for the pension plan funds are to provide for a reasonable amount of long-term growth of capital without undue exposure to risk, protect the assets from erosion of purchasing power and pro- vide investment results that meet or exceed the pension plans’ actuarially assumed long term rates of return. The Company’s investment strategy with respect to pension plan assets is to generate a return in excess of the passive portfolio benchmark (47% S&P 500 Index, 5% Russell Mid Cap Index, 7% Russell 2000 Index, 5% MSCI EAFE Index, 5% DJ Global Moderate Index, 3% MSCI Emerging Market Net, and 28% BarCap U.S. Govt/Credit). We make several critical assumptions in determining our pension plan assets and liabilities and related pen- sion income. We believe the most critical of these assumptions are the expected rate of return on plan assets and the discount rate. Other assumptions we make relate to employee demographic factors such as rate of compensa- tion increases, mortality rates, retirement patterns and turnover rates. Refer to Note 7 of the Consolidated Finan- cial Statements for more information regarding these assumptions. 28 Based on the investment policy for the pension plans, as well as an asset study that was performed based on the Company’s asset allocations and future expectations, the Company’s expected rate of return on plan assets for measuring 2017 pension income is 7.82% for the plans. The asset study forecasted expected rates of return for the approximate duration of the Company’s benefit obligations, using capital market data and historical relation- ships. The discount rate is chosen as the rate at which pension obligations could be effectively settled and is based on capital market conditions as of the measurement date. We have matched the timing and duration of the expected cash flows of our pension obligations to a yield curve generated from a broad portfolio of high-quality fixed income debt instruments to select our discount rate. Based upon this cash flow matching analysis, we selected a weighted average discount rate for the plans of 4.26% at December 31, 2016. Net periodic benefit income for our defined benefit pension plans was $13.4 million, $5.8 million and $9.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. The income associated with the pension plans in 2016, 2015 and 2014 reflects the impact of the hard freeze effective December 31, 2013. Refer to Note 7 of the Consolidated Financial Statements for more information regarding employee benefit plans. QUARTERLY RESULTS OF OPERATIONS The following is a summary of the quarterly results of operations for the years ended December 31, 2016 and 2015: 2016 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings per share: Three Months Ended March 31, June 30, Sept. 30, Dec. 31, (In thousands except per share data) $3,718,267 1,104,471 158,025 $3,899,638 1,165,452 191,369 $3,941,743 1,198,601 185,326 $3,780,065 1,131,083 152,520 Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.06 1.05 1.28 1.28 1.24 1.24 1.03 1.02 2015 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings per share: $3,736,051 1,112,819 161,010 $3,940,401 1,178,330 195,373 $3,921,802 1,169,225 188,016 $3,681,790 1,095,478 161,273 Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.05 1.05 1.28 1.28 1.24 1.24 1.07 1.07 We recorded the quarterly earnings per share amounts as if each quarter was a discrete period. As a result, the sum of the basic and diluted earnings per share will not necessarily total the annual basic and diluted earnings per share. The preparation of interim consolidated financial statements requires management to make estimates and assumptions for the amounts reported in the interim condensed consolidated financial statements. Specifically, the Company makes estimates and assumptions in its interim condensed consolidated financial statements for inventory adjustments, the accrual of bad debts, the accrual of insurance reserves, customer sales returns and volume incentives earned, among others. Inventory adjustments (including adjustments for a majority of inventories that are valued under the last-in, first-out (LIFO) method) are accrued on an interim basis and adjusted in the fourth quarter based on the annual book to physical inventory adjustment and LIFO valuation, which is performed each year-end. Reserves for bad debts, insurance and customer sales returns are estimated 29 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. The effect of these adjustments in 2016 and 2015 was not significant. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Although the Company does not face material risks related to interest rates and commodity prices, the Company is exposed to changes in foreign currency rates with respect to foreign currency denominated operating revenues and expenses. Foreign Currency The Company has translation gains or losses that result from translation of the results of operations of an operating unit’s foreign functional currency into U.S. dollars for consolidated financial statement purposes. The Company’s principal foreign currency exchange exposure is the Canadian dollar, the functional currency of our Canadian operations, the Australian dollar, the functional currency of our Australasian operations and, to a lesser extent, the Mexican peso, the functional currency of our Mexican operations. Foreign currency exchange exposure, particularly in regard to the Canadian and Australian dollar and, to a lesser extent, the Mexican peso, negatively impacted our results for the year ended December 31, 2016. During 2016 and 2015, it was estimated that a 10% shift in exchange rates between those foreign functional currencies and the U.S. dollar would have impacted translated net sales by approximately $262 million and $252 million, respectively. A 15% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted translated net sales by approximately $393 million in 2016 and $378 million in 2015. A 20% shift in exchange rates between those functional currencies and the U.S. dollar would have impacted trans- lated net sales by approximately $524 million in 2016 and $504 million in 2015. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The information required by this Item 8 is set forth in a separate section of this report. See “Index to Con- solidated Financial Statements and Financial Statement Schedules” beginning on page F-1. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. ITEM 9A. CONTROLS AND PROCEDURES. Management’s conclusion regarding the effectiveness of disclosure controls and procedures As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in SEC Rule 13a-15(e). Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective, as of the end of the period covered by this report, to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Management’s report on internal control over financial reporting A report of management’s assessment of our internal control over financial reporting, as such term is defined in SEC Rule 13a-15(f), as of December 31, 2016 is set forth in a separate section of this report. See “Index to Consolidated Financial Statements and Financial Statement Schedules” beginning on page F-1. 30 The attestation report called for by Item 308(b) of Regulation S-K is incorporated herein by reference to the “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”, which is set forth in a separate section of this report. See “Index to Consolidated Financial Statements and Financial Statement Schedules” beginning on page F-1. Changes in internal control over financial reporting There have been no changes in the Company’s internal control over financial reporting during the Compa- ny’s fourth fiscal quarter ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION. Not applicable. 31 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. EXECUTIVE OFFICERS OF THE COMPANY. Executive officers of the Company are elected by the Board of Directors and each serves at the pleasure of the Board of Directors until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification. The current executive officers of the Company are: Thomas C. Gallagher, age 69, was appointed Executive Chairman in May 2016. Previously. Mr. Gallagher was Chief Executive Officer from August 2004 to April 2016 and has been Chairman of the Board since February 2005. Mr. Gallagher served as President of the Company from 1990 until January 2012 and Chief Operating Officer of the Company from 1990 until August 2004. Paul D. Donahue, age 60, was appointed Chief Executive Officer of the Company in May 2016. Mr. Donahue has been President of the Company since January 2012 and a director of the Company since April 2012. Previously, Mr. Donahue served as President of the Company’s U.S. Automotive Parts Group from July 2009 to February 1, 2016. Mr. Donahue served as Executive Vice President of the Company from August 2007 until his appointment as President in 2012. Previously, Mr. Donahue was President and Chief Operating Officer of S.P. Richards Company from 2004 to 2007 and was Executive Vice President-Sales and Marketing in 2003, the year he joined the Company. Carol B. Yancey, age 53, has been Executive Vice President and Chief Financial Officer of the Com- pany since March 2013, and also held the additional title of Corporate Secretary of the Company up to February 2015. Ms. Yancey was Senior Vice President — Finance and Corporate Secretary from 2005 until her appointment as Executive Vice President — Finance in November 2012. Previously, Ms. Yancey was named Vice President of the Company in 1999 and Corporate Secretary in 1995. Timothy P. Breen, age 56, was appointed President and Chief Executive Officer of Motion Industries in November 2014. Mr. Breen was President and Chief Operating Officer from 2013 until his appointment as President and Chief Executive Officer. Previously, Mr. Breen was the Executive Vice President and Chief Operating Officer from 2012 to 2013. Mr. Breen was the Senior Vice President of Motion’s U.S. Operations from 2011 to 2012 and was Senior Vice President and Group Executive from 2008 to 2011. Mr. Breen served as Vice President of Motion Industries from 2000 to 2008. Lee A. Maher, age 61, was appointed President and Chief Operating Officer of the U.S. Automotive Parts Group in February 2016. Mr. Maher was Executive Vice President and Chief Operating Officer from 2013 until his appointment as President and Chief Operating Officer. Previously, Mr. Maher was the Execu- tive Vice President from December 2009 to 2013. Mr. Maher served as Vice President of the U.S. Automo- tive Group’s Midwest Division from 1998 to 2009. James R. Neill, age 55, was appointed Senior Vice President of Human Resources of the Company in April 2014. Mr. Neill was Senior Vice President of Employee Development and HR Services from April 2013 until his appointment as Senior Vice President of Human Resources of the Company. Previously, Mr. Neill served as the Senior Vice President of Human Resources at Motion Industries from 2008 to 2013. Mr. Neill was Vice President of Human Resources at Motion from 2006 to 2007. Further information required by this item is set forth under the heading “Nominees for Director”, under the heading “Corporate Governance — Code of Conduct and Ethics”, under the heading “Corporate Governance — Board Committees — Audit Committee”, under the heading “Corporate Governance — Director Nominating Process” and under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” of the Proxy Statement and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION. Information required by this item is set forth under the headings “Executive Compensation”, “Additional Information Regarding Executive Compensation”, “2016 Grants of Plan-Based Awards”, “2016 Outstanding 32 Equity Awards at Fiscal Year-End”, “2016 Option Exercises and Stock Vested”, “2016 Pension Benefits”, “2016 Nonqualified Deferred Compensation”, “Post Termination Payments and Benefits”, “Compensation, Nominating and Governance Committee Report”, “Compensation, Nominating and Governance Committee Interlocks and Insider Participation” and “Compensation of Directors” of the Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Certain information required by this item is set forth below. Additional information required by this item is set forth under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” of the Proxy Statement and is incorporated herein by reference. Equity Compensation Plan Information The following table gives information as of December 31, 2016 about the common stock that may be issued under all of the Company’s existing equity compensation plans: (a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1) (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Plan Category Equity Compensation Plans Approved by Shareholders: . . . . . . . . . . . . . . . . . . . . . . Equity Compensation Plans Not Approved by Shareholders: . . . . . . . . . . . . . . . . . . . . 91,097(4) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,969,163 3,010,146(2) 867,920(3) $74.13 $99.72 n/a — (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) — 9,132,080(5) 908,903 10,040,983 (1) Reflects the maximum number of shares issuable pursuant to the exercise or conversion of stock options, stock appreciation rights, restricted stock units and common stock equivalents. The actual number of shares issued upon exercise of stock appreciation rights is calculated based on the excess of fair market value of our common stock on date of exercise and the grant price of the stock appreciation rights. (2) Genuine Parts Company 2006 Long-Term Incentive Plan (3) Genuine Parts Company 2015 Incentive Plan (4) Genuine Parts Company Directors’ Deferred Compensation Plan, as amended (5) All of these shares are available for issuance pursuant to grants of full-value stock awards. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Information required by this item is set forth under the headings “Corporate Governance — Independent Directors” and “Transactions with Related Persons” of the Proxy Statement and is incorporated herein by refer- ence. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Information required by this item is set forth under the heading “Proposal 4. Ratification of Selection of Independent Auditors” of the Proxy Statement and is incorporated herein by reference. 33 PART IV. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Documents filed as part of this report (1) Financial Statements The following consolidated financial statements of Genuine Parts Company and Subsidiaries are included in this Annual Report on Form 10-K. See, also, the Index to Consolidated Financial Statements on Page F-1. Report of independent registered public accounting firm on internal control over financial reporting Report of independent registered public accounting firm on the financial statements Consolidated balance sheets — December 31, 2016 and 2015 Consolidated statements of income and comprehensive income — Years ended December 31, 2016, 2015 and 2014 Consolidated statements of equity — Years ended December 31, 2016, 2015 and 2014 Consolidated statements of cash flows — Years ended December 31, 2016, 2015 and 2014 Notes to consolidated financial statements — December 31, 2016 (2) Financial Statement Schedules The following consolidated financial statement schedule of Genuine Parts Company and Subsidiaries, set forth immediately following the consolidated financial statements of Genuine Parts Company and Subsidiaries, is filed pursuant to Item 15(c): Schedule II — Valuation and Qualifying Accounts All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted. (3) Exhibits The following exhibits are filed as part of or incorporated by reference in this report. Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the Securities and Exchange Commission under File No. 1-5690. The Company will furnish a copy of any exhibit upon request to the Company’s Corporate Secretary. Exhibit 3.1 Exhibit 3.2 Exhibit 4.2 Amended and Restated Articles of Incorporation of the Company, as amended April 23, 2007. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 23, 2007.) By-Laws of the Company, as amended and restated November 18, 2013. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated November 18, 2013.) Specimen Common Stock Certificate. (Incorporated herein by reference from the Company’s Registration Statement on Form S-1, Registration No. 33-63874.) Instruments with respect to long-term debt where the total amount of securities authorized there under does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis have not been filed. The Registrant agrees to furnish to the Commission a copy of each such instrument upon request. Exhibit 10.1* The Genuine Parts Company Tax-Deferred Savings Plan, effective January 1, 1993. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 3, 1995.) 34 Exhibit 10.2* Exhibit 10.3* Exhibit 10.4* Exhibit 10.5* Exhibit 10.6* Exhibit 10.7* Exhibit 10.8* Exhibit 10.9* Exhibit 10.10* Exhibit 10.11* Exhibit 10.12* Exhibit 10.13* Exhibit 10.14* Exhibit 10.15* Exhibit 10.16* Exhibit 10.17* Amendment No. 1 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 1, 1996, effective June 1, 1996. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 7, 2005.) Amendment No. 2 to the Genuine Parts Company Tax-Deferred Savings Plan, dated April 19, 1999, effective April 19, 1999. (Incorporated herein by reference from the Company’s Annual Report on Form10-K, dated March 10, 2000.) Amendment No. 3 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2001, effective July 1, 2001. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 7, 2002.) Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 5, 2003, effective June 5, 2003. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.) Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 28, 2005, effective January 1, 2006. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 3, 2006.) Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2007, effective January 1, 2008. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.) Amendment No. 7 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 16, 2010, effective January 1, 2011. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 25, 2011.) Amendment No. 8 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.) The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August 19, 1996. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.) Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999. (Incorporated herein by reference from the Compa- ny’s Annual Report on Form 10-K, dated March 10, 2000.) Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of Jan- uary 1, 2009. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 27, 2009.) Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated August 16, 2010, effective August 16, 2010. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 25, 2011.) Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated November 16, 2010, effective January 1, 2011. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 25, 2011.) Amendment No. 3 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated December 7, 2012, effective December 31, 2013. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.) Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 8, 2004.) Amendment No. 1 to the Genuine Parts Company Directors’ Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.) 35 Exhibit 10.18* Exhibit 10.19* Exhibit 10.20* Exhibit 10.21* Exhibit 10.22* Exhibit 10.23* Exhibit 10.24* Exhibit 10.25* Exhibit 10.26* Exhibit 10.27* Exhibit 10.28* Amendment No. 2 to the Genuine Parts Company Director’s Deferred Compensation Plan, dated December 7, 2012, effective December 7, 2012. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2013.) Description of Director Compensation. (Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q, dated May 7, 2014.) Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 21, 2003.) Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 18, 2006.) Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 28, 2007.) Amendment No. 2 to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 19, 2007, effective November 19, 2007. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.) Genuine Parts Company 2015 Incentive Plan, effective November 17, 2014. (Incorporated herein by reference from the Company’s Current Report on Form 8-K, dated April 28, 2015.) Genuine Parts Company Performance Restricted Stock Unit Award Agreement. (Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q, dated May 7, 2014.) Genuine Parts Company Restricted Stock Unit Award Agreement. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 29, 2008.) Genuine Parts Company Stock Appreciation Rights Agreement. (Incorporated herein by refer- ence from the Company’s Annual Report on Form 10-K, dated February 26, 2013.) Form of Executive Officer Change in Control Agreement. (Incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated February 26, 2015) * Indicates management contracts and compensatory plans and arrangements. Exhibit 21 Exhibit 23 Exhibit 31.1 Exhibit 31.2 Exhibit 32.1 Exhibit 32.2 Exhibit 101 Subsidiaries of the Company. Consent of Independent Registered Public Accounting Firm. Certification signed by Chief Executive Officer pursuant to SEC Rule 13a-14(a). Certification signed by Chief Financial Officer pursuant to SEC Rule 13a-14(a). Statement of Chief Executive Officer of Genuine Parts Company pursuant to 18 U.S.C. Sec- tion 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). Statement of Chief Financial Officer of Genuine Parts Company pursuant to 18 U.S.C. Sec- to § 906 of the Sarbanes-Oxley Act of 2002 (furnished tion 1350, as adopted pursuant herewith). Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2016 and 2015; (ii) the Consolidated Statements of Income and Comprehensive Income for the Years ended December 31, 2016, 2015 and 2014; (iii) the Consolidated Statements of Equity for the Years ended December 31, 2016, 2015 and 2014; (iv) the Consolidated Statements of Cash Flows for Years ended December 31, 2016, 2015 and 2014; (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text; and (vi) Financial Statement Schedule II — Valuation and Qualifying Accounts. (b) Exhibits See the response to Item 15(a)(3) above. (c) Financial Statement Schedules See the response to Item 15(a)(2) above. 36 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES. GENUINE PARTS COMPANY /s/ Paul D. Donahue Paul D. Donahue President and Chief Executive Officer 2/27/2017 (Date) /s/ Carol B. Yancey 2/27/2017 Carol B. Yancey (Date) Executive Vice President and Chief Financial and Accounting Officer 37 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Paul D. Donahue Paul D. Donahue Director President and Chief Executive Officer (Principal Executive Officer) /s/ Thomas C. Gallagher Thomas C. Gallagher Director and Executive Chairman /s/ Elizabeth W. Camp Elizabeth W. Camp Director John R. Holder /s/ John R. Holder Director John D. Johns /s/ John D. Johns Director /s/ Wendy B. Needham Wendy B. Needham Director /s/ Gary W. Rollins Gary W. Rollins Director 2/20/2017 (Date) 2/20/2017 (Date) 2/20/2017 (Date) 2/20/2017 (Date) 2/20/2017 (Date) 2/20/2017 (Date) 2/20/2017 (Date) /s/ Carol B. Yancey Carol B. Yancey Executive Vice President and Chief Finan- cial and Accounting Officer (Principal Financial and Accounting Officer) 2/20/2017 (Date) /s/ Dr. Mary B. Bullock Dr. Mary B. Bullock Director /s/ Gary P. Fayard Gary P. Fayard Director /s/ Donna W. Hyland Donna W. Hyland Director /s/ Robert C. Loudermilk, Jr. Robert C. Loudermilk, Jr. Director Jerry W. Nix /s/ Jerry W. Nix Director /s/ E. Jenner Wood, III E. Jenner Wood, III Director 2/20/2017 (Date) 2/20/2017 2/20/2017 (Date) 2/20/2017 (Date) 2/20/2017 (Date) 2/20/2017 (Date) 38 ANNUAL REPORT ON FORM 10-K INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Report of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting . . Report of Independent Registered Public Accounting Firm on the Financial Statements . . . . . . . . . . . . . . . . Consolidated Balance Sheets as of December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Equity for the Years Ended December 31, 2016, 2015 and 2014 . . . . . . . . . . . . Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014 . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statement Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page F-2 F-3 F-4 F-5 F-6 F-7 F-8 F-9 S-1 F-1 Genuine Parts Company Management’s Responsibility for the Financial Statements Report of Management We have prepared the accompanying consolidated financial statements and related information included herein for the years ended December 31, 2016, 2015, and 2014. The opinion of Ernst & Young LLP, the Compa- ny’s independent registered public accounting firm, on those consolidated financial statements is included herein. The primary responsibility for the integrity of the financial information included in this annual report rests with management. Such information was prepared in accordance with generally accepted accounting principles appropriate in the circumstances based on our best estimates and judgments and giving due consideration to materiality. Management’s Report on Internal Control over Financial Reporting The management of Genuine Parts Company and its Subsidiaries (the “Company”) is responsible for estab- lishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and to the board of directors regarding the preparation and fair presentation of the Company’s pub- lished consolidated financial statements. The Company’s internal control over financial reporting includes those policies and procedures that: i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the trans- actions and dispositions of the assets of the Company; ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO) in “Internal Control-Integrated Framework.” Based on this assessment, management concluded that, as of December 31, 2016, the Company’s internal control over financial reporting was effective. Ernst & Young LLP has issued an audit report on the Company’s operating effectiveness of internal control over financial reporting as of December 31, 2016. This report appears on page F-3. Audit Committee Responsibility The Audit Committee of Genuine Parts Company’s Board of Directors is responsible for reviewing and monitoring the Company’s financial reports and accounting practices to ascertain that they are within acceptable limits of sound practice in such matters. The membership of the Committee consists of non-employee Directors. At periodic meetings, the Audit Committee discusses audit and financial reporting matters and the internal audit function with representatives of financial management and with representatives from Ernst & Young LLP. /s/ Carol B. Yancey CAROL B. YANCEY Executive Vice President and Chief Financial Officer February 27, 2017 F-2 Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting The Board of Directors and Shareholders of Genuine Parts Company and Subsidiaries We have audited Genuine Parts Company and Subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Genuine Parts Company and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting section of the accompanying Report of Management. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the compa- ny’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect mis- statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that con- trols may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Genuine Parts Company and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Genuine Parts Company and Subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2016 of Genuine Parts Company and Sub- sidiaries and our report dated February 27, 2017 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Atlanta, Georgia February 27, 2017 F-3 Report of Independent Registered Public Accounting Firm on the Financial Statements The Board of Directors and Shareholders of Genuine Parts Company and Subsidiaries We have audited the accompanying consolidated balance sheets of Genuine Parts Company and Subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assess- ing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the con- solidated financial position of Genuine Parts Company and Subsidiaries at December 31, 2016 and 2015, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Genuine Parts Company and Subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Com- mittee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated Febru- ary 27, 2017 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Atlanta, Georgia February 27, 2017 F-4 Genuine Parts Company and Subsidiaries Consolidated Balance Sheets December 31 2016 2015 (In Thousands, Except Share Data and per Share Amounts) Assets Current assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Merchandise inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other intangible assets, less accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant, and equipment: Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings, less accumulated depreciation (2016 — $292,049; 2015 — $282,804) . . . . . . . . Machinery and equipment, less accumulated depreciation (2016 — $668,950; 2015 —$620,113) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net property, plant, and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242,879 1,938,562 3,210,320 556,670 5,948,431 956,153 618,510 132,652 475,530 92,046 314,268 321,810 728,124 $ 211,631 1,822,419 2,999,966 521,300 5,555,316 840,582 521,213 118,525 460,918 85,450 267,446 295,321 648,217 $ 8,859,400 $8,144,771 Liabilities and equity Current liabilities: Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,081,111 325,000 142,942 597,513 97,584 Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension and other post-retirement benefit liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 148,410,422 shares in 2016 and 150,081,474 shares in 2015 . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total parent equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncontrolling interests in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,207,356 3,159,242 $ 8,859,400 $8,144,771 See accompanying notes. F-5 $2,821,526 375,000 148,265 503,268 92,595 3,940,654 250,000 284,235 50,684 459,956 4,244,150 550,000 341,510 48,326 468,058 — — 148,410 56,605 (1,013,021) 4,001,734 3,193,728 13,628 150,081 41,353 (930,618) 3,885,751 3,146,567 12,675 Genuine Parts Company and Subsidiaries Consolidated Statements of Income and Comprehensive Income Year Ended December 31 2016 2015 2014 Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating expenses: (In Thousands, Except per Share Amounts) $15,280,044 10,724,192 $15,341,647 10,747,886 $15,339,713 10,740,106 4,599,607 4,555,852 4,593,761 Selling, administrative, and other expenses . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,370,833 147,487 11,515 3,277,390 141,675 12,373 3,314,030 148,313 7,192 Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-operating (income) expenses: Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-operating (income) expenses . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic net income per common share . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted net income per common share . . . . . . . . . . . . . . . . . . . . . . . . Weighted average common shares outstanding . . . . . . . . . . . . . . . . . Dilutive effect of stock options and nonvested restricted stock 3,529,835 3,431,438 3,469,535 21,084 (25,652) (4,568) 1,074,340 387,100 687,240 4.61 4.59 $ $ $ 21,662 (20,929) 25,088 (18,601) 733 1,123,681 418,009 705,672 4.65 4.63 $ $ $ 6,487 1,117,739 406,453 711,286 4.64 4.61 $ $ $ 149,051 151,667 153,299 awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 753 829 1,076 Weighted average common shares outstanding — assuming dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,804 152,496 154,375 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss, net of tax: Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . Pension and postretirement benefit adjustments, net of income taxes of 2016 — $50,144; 2015 — $5,335; 2014 — $112,993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 687,240 $ 705,672 $ 711,286 (8,957) (207,986) (149,379) (73,446) (2,421) (173,177) Other comprehensive loss, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . (82,403) (210,407) (322,556) Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 604,837 $ 495,265 $ 388,730 See accompanying notes. F-6 Genuine Parts Company and Subsidiaries Consolidated Statements of Equity (In Thousands, Except Share and per Share Amounts) Common Stock Shares Amount Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Parent Equity Non- controlling Interests in Subsidiaries Total Equity Balance at January 1, 2014 . . . . . . . 153,773,098 $153,773 — — $14,935 — $ (397,655) — $3,578,021 $3,349,074 711,286 711,286 $ 9,694 — $3,358,768 711,286 153,113 — 26,414 — (720,211) — 3,841,932 705,672 3,301,248 705,672 11,116 — 3,312,364 705,672 — — 1,422 1,422 Net income . . . . . . . . . . . . . . . . . Other comprehensive loss, net of tax . . . . . . . . . . . . . . . . . . . . . . Cash dividends declared, $2.30 per share . . . . . . . . . . . . . . . . . Share-based awards exercised, including tax benefit of $17,766 . . . . . . . . . . . . . . . . . . Share-based compensation . . . . . Purchase of stock . . . . . . . . . . . . Noncontrolling interest activities . . . . . . . . . . . . . . . . . — — — — — — 474,800 — (1,134,856) 475 (4,760) — 16,239 — (1,135) — — — Balance at December 31, 2014 . . . . 153,113,042 — Net income . . . . . . . . . . . . . . . . . Other comprehensive loss, net of tax . . . . . . . . . . . . . . . . . . . . . . Cash dividends declared, $2.46 per share . . . . . . . . . . . . . . . . . Share-based awards exercised, including tax benefit of $7,024 . . . . . . . . . . . . . . . . . . . Share-based compensation . . . . . Purchase of stock . . . . . . . . . . . . Noncontrolling interest activities . . . . . . . . . . . . . . . . . — — — — — — 229,958 — (3,261,526) 230 (2,778) — 17,717 — (3,262) — — — Balance at December 31, 2015 . . . . 150,081,474 — Net income . . . . . . . . . . . . . . . . . Other comprehensive loss, net of tax . . . . . . . . . . . . . . . . . . . . . . Cash dividends declared, $2.63 per share . . . . . . . . . . . . . . . . . Share-based awards exercised, including tax benefit of $12,021 . . . . . . . . . . . . . . . . . . Share-based compensation . . . . . Purchase of stock . . . . . . . . . . . . Noncontrolling interest activities . . . . . . . . . . . . . . . . . — — — — — — 340,703 — (2,011,755) 341 (4,467) — 19,719 — (2,012) — — — (322,556) — (322,556) (352,564) (352,564) — — (94,811) (4,285) 16,239 (95,946) (210,407) — (210,407) (372,840) (372,840) — — (289,013) (2,548) 17,717 (292,275) (82,403) — (82,403) (391,852) (391,852) — — (179,405) (4,126) 19,719 (181,417) — — — — — — — — — — — — — — — — — — — — (322,556) (352,564) (4,285) 16,239 (95,946) — — — — — (210,407) (372,840) (2,548) 17,717 (292,275) — — — — — (82,403) (391,852) (4,126) 19,719 (181,417) 150,081 — 41,353 — (930,618) — 3,885,751 687,240 3,146,567 687,240 12,675 — 3,159,242 687,240 — — 1,559 1,559 — — 953 953 Balance at December 31, 2016 . . . . 148,410,422 $148,410 $56,605 $(1,013,021) $4,001,734 $3,193,728 $13,628 $3,207,356 See accompanying notes. F-7 Genuine Parts Company and Subsidiaries Consolidated Statements of Cash Flows Operating activities Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess tax benefits from share-based compensation . . . . . . . . . . Gain on sale of property, plant, and equipment . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in operating assets and liabilities: . . . . . . . . . . . . . . . . . . . . . . . . . Trade accounts receivable, net Merchandise inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other short-term assets and liabilities . . . . . . . . . . . . . . . . . . . . Other long-term assets and liabilities . . . . . . . . . . . . . . . . . . . . Year Ended December 31 2016 2015 2014 (In Thousands) $ 687,240 $ 705,672 $ 711,286 147,487 (12,021) (15,237) 33,226 19,719 (53,544) (64,214) 240,717 37,271 (74,566) 258,838 141,675 (7,024) (3,189) 35,544 17,717 1,974 (21,821) 331,419 967 (43,561) 453,701 148,313 (17,766) (3,719) 54,319 16,239 (225,178) (100,820) 292,257 15,616 (100,402) 78,859 790,145 (107,681) 8,866 (287,900) Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . Investing activities Purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of property, plant, and equipment . . . . . . . . . . . . . Acquisition of businesses and other investing activities . . . . . . . . . . . . 946,078 1,159,373 (160,643) 28,811 (462,167) (109,544) 8,618 (162,701) Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from debt Payments on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share-based awards exercised, net of taxes paid . . . . . . . . . . . . . . . . . Excess tax benefits from share-based compensation . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . (593,999) (263,627) (386,715) 4,350,000 (4,100,000) (16,147) 12,021 (386,863) (181,417) (322,406) 1,575 31,248 211,631 3,862,224 (4,005,191) (9,572) 7,024 (368,284) (292,275) (806,074) (15,771) 73,901 137,730 2,727,924 (2,735,862) (22,051) 17,766 (347,271) (95,946) (455,440) (7,153) (59,163) 196,893 Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . $ 242,879 $ 211,631 $ 137,730 Supplemental disclosures of cash flow information Cash paid during the year for: Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 374,865 19,043 $ $ 352,153 23,687 $ $ 408,604 25,155 See accompanying notes. F-8 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements December 31, 2016 1. Summary of Significant Accounting Policies Business Genuine Parts Company and all of its majority-owned subsidiaries (the Company) is a distributor of automo- tive replacement parts, industrial replacement parts, office products, and electrical/electronic materials. The Company serves a diverse customer base through approximately 2,670 locations in North America and Austral- asia and, therefore, has limited exposure from credit losses to any particular customer, region, or industry seg- ment. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company has evaluated subsequent events through the date the financial statements were issued. Principles of Consolidation The consolidated financial statements include all of the accounts of the Company. The net income attribut- able to noncontrolling interests is not material to the Company’s consolidated net income. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements, in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates and the differences could be material. Revenue Recognition The Company records revenue when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the Company’s price to the customer is fixed and determinable and collectability is reasonably assured. Delivery is not considered to have occurred until the customer assumes the risks and rewards of ownership. Foreign Currency Translation The consolidated balance sheets and statements of income and comprehensive income of the Company’s foreign subsidiaries have been translated into U.S. dollars at the current and average exchange rates, respectively. The foreign currency translation adjustment is included as a component of accumulated other comprehensive loss. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Trade Accounts Receivable and the Allowance for Doubtful Accounts The Company evaluates the collectability of trade accounts receivable based on a combination of factors. The Company estimates an allowance for doubtful accounts as a percentage of net sales based on historical bad debt experience and periodically adjusts this estimate when the Company becomes aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of F-9 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 accounts receivable. While the Company has a large customer base that is geographically dispersed, a general economic downturn in any of the industry segments in which the Company operates could result in higher than expected defaults and, therefore, the need to revise estimates for bad debts. For the years ended December 31, 2016, 2015, and 2014, the Company recorded provisions for doubtful accounts of approximately $11,515,000, $12,373,000, and $7,192,000, respectively. At December 31, 2016 and 2015, the allowance for doubtful accounts was approximately $15,557,000 and $10,693,000, respectively. There were no LIFO liquidations in 2015. Merchandise Inventories, Including Consideration Received From Vendors Merchandise inventories are valued at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for a majority of automotive parts, electrical/electronic materials, and industrial parts, and by the first-in, first-out (FIFO) method for office products and certain other inventories. If the FIFO method had been used for all inventories, cost would have been approximately $426,760,000 and $438,510,000 higher than reported at December 31, 2016 and 2015, respectively. During 2016 and 2014, reductions in inventory levels in industrial parts inventories resulted in liquidations of LIFO inventory layers. The effect of the LIFO liquidations in 2016 and 2014 was to reduce cost of goods sold by approximately $6,000,000 and $8,000,000, respectively. The Company identifies slow moving or obsolete inventories and estimates appropriate provisions related thereto. Historically, these losses have not been significant as the vast majority of the Company’s inventories are not highly susceptible to obsolescence and are eligible for return under various vendor return programs. While the Company has no reason to believe its inventory return privileges will be discontinued in the future, its risk of loss associated with obsolete or slow moving inventories would increase if such were to occur. The Company enters into agreements at the beginning of each year with many of its vendors that provide for inventory purchase incentives. Generally, the Company earns inventory purchase incentives upon achieving specified volume purchasing levels or other criteria. The Company accrues for the receipt of these incentives as part of its inventory cost based on cumulative purchases of inventory to date and projected inventory purchases through the end of the year. While management believes the Company will continue to receive consideration from vendors in 2017 and beyond, there can be no assurance that vendors will continue to provide comparable amounts of incentives in the future. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of prepaid expenses, amounts due from vendors, and income taxes receivable. Goodwill The Company reviews its goodwill annually in the fourth quarter, or sooner if circumstances indicate that the carrying amount may exceed fair value. The Company tests goodwill for impairment at the reporting unit level, which is an operating segment or a level below an operating segment, which is referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which dis- crete financial information is available and management regularly reviews the operating results of that compo- nent. However, two or more components of an operating segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. The present value of future cash flows approach was used to determine any potential impairment. The Company determined that goodwill was not impaired and, therefore, no impairments were recognized for the years ended December 31, 2016, 2015, and 2014. F-10 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 Other Assets Other assets are comprised of the following: December 31 2016 2015 Retirement benefit assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred compensation benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash surrender value of life insurance policies . . . . . . . . . . . . . . . . . . . . . . . . . Customer sales returns inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guarantees related to borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other long-term prepayments and receivables . . . . . . . . . . . . . . . . . . . . . . . . . $ $ (In Thousands) 6,721 29,222 28,793 106,251 68,160 42,000 194,383 3,336 28,488 28,351 105,213 72,814 35,000 187,716 Total other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $475,530 $460,918 The guarantees related to borrowings are discussed further in the guarantees footnote. Property, Plant, and Equipment Property, plant, and equipment are stated at cost. Depreciation and amortization is primarily determined on a straight-line basis over the following estimated useful life of each asset: buildings and improvements, 10 to 40 years; machinery and equipment, 5 to 15 years. Long-Lived Assets Other Than Goodwill The Company assesses its long-lived assets other than goodwill for impairment whenever facts and circum- stances indicate that the carrying amount may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining life of such assets. If these projected cash flows are less than the carrying amount, an impairment would be recognized, resulting in a write-down of assets with a corresponding charge to earnings. Impairment losses, if any, are measured based upon the difference between the carrying amount and the fair value of the assets. Other Long-Term Liabilities Other long-term liabilities are comprised of the following: Post-employment and other benefit/retirement liabilities . . . . . . . . . . . . . . . . . Insurance liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guarantees related to borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31 2016 2015 (In Thousands) $ 56,723 37,608 39,221 16,997 79,528 42,000 195,981 $ 54,034 33,979 37,642 15,495 85,552 35,000 198,254 Total other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $468,058 $459,956 F-11 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 The guarantees related to borrowings are discussed further in the guarantees footnote. Self-Insurance The Company is self-insured for the majority of group health insurance costs. A reserve for claims incurred but not reported is developed by analyzing historical claims data provided by the Company’s claims admin- istrators. These reserves are included in accrued expenses in the accompanying consolidated balance sheets as the expenses are expected to be paid within one year. Long-term insurance liabilities consist primarily of reserves for the workers’ compensation program. In addition, the Company carries various large risk deductible workers’ compensation policies for the majority of workers’ compensation liabilities. The Company records the workers’ compensation reserves based on an analy- sis performed by an independent actuary. The analysis calculates development factors, which are applied to total reserves as provided by the various insurance companies who underwrite the program. While the Company believes that the assumptions used to calculate these liabilities are appropriate, significant differences in actual experience or significant changes in these assumptions may materially affect workers’ compensation costs. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is comprised of the following: Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrecognized net actuarial loss, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . Unrecognized prior service credit, net of tax . . . . . . . . . . . . . . . . . . . . . . . $ (403,941) (611,333) 2,253 $(394,984) (540,018) 4,384 Total accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . $(1,013,021) $(930,618) December 31 2016 2015 (In Thousands) F-12 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 The following table presents the changes in accumulated other comprehensive loss by component for the years ended on December 31, 2016 and 2015: Changes in Accumulated Other Comprehensive Loss by Component Pension Benefits Other Post- Retirement Benefits Foreign Currency Translation (In Thousands) Total Beginning balance, January 1, 2015 . . . . . . . . . . . . . . . . . . . . . . . $(532,069) $(1,144) $(186,998) $ (720,211) Other comprehensive loss before reclassifications, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25,558) (111) (207,986) (233,655) Amounts reclassified from accumulated other comprehensive loss, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,412 (164) — 23,248 Net current period other comprehensive loss . . . . . . . . . . . . . . . (2,146) (275) (207,986) (210,407) Ending balance, December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive (loss) income before reclassifications, (534,215) (1,419) (394,984) (930,618) net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (92,758) 15 (8,957) (101,700) Amounts reclassified from accumulated other comprehensive loss, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,505 Net current period other comprehensive loss . . . . . . . . . . . . . . . (73,253) (208) (193) — 19,297 (8,957) (82,403) Ending balance, December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . $(607,468) $(1,612) $(403,941) $(1,013,021) 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. Fair Value of Financial Instruments The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, trade accounts receivable, trade accounts payable, and borrowings under the line of credit approximate their respective fair values based on the short-term nature of these instruments. At December 31, 2016 and 2015, the fair value of fixed rate debt was approximately $549,000,000 and $501,000,000, respectively. The fair value of fixed rate debt is designated as Level 2 in the fair value hierarchy (i.e., significant observable inputs) and is based primarily on the discounted value of future cash flows using current market interest rates offered for debt of similar credit risk and maturity. At December 31, 2016, the carrying value of fixed rate debt was $550,000,000 and is included in long-term debt in the consolidated balance sheet. At December 31, 2015, the carrying value of fixed rate debt was $500,000,000 and is included in current portion of debt and long-term debt in the consolidated balance sheet. Shipping and Handling Costs Shipping and handling costs are classified as selling, administrative and other expenses in the accompanying consolidated statements of income and comprehensive income and totaled approximately $230,000,000, $240,000,000, and $230,000,000, for the years ended December 31, 2016, 2015, and 2014, respectively. Advertising Costs Advertising costs are expensed as incurred and totaled $66,900,000, $75,000,000, and $71,300,000 in the years ended December 31, 2016, 2015, and 2014, respectively. F-13 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 Accounting for Legal Costs The Company’s legal costs expected to be incurred in connection with loss contingencies are expensed as such costs are incurred. Share-Based Compensation The Company maintains various long-term incentive plans, which provide for the granting of stock options, stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), performance awards, dividend equivalents and other share-based awards. SARs represent a right to receive upon exercise an amount, payable in shares of common stock, equal to the excess, if any, of the fair market value of the Company’s common stock on the date of exercise over the base value of the grant. The terms of such SARs require net settlement in shares of common stock and do not provide for cash settlement. RSUs represent a contingent right to receive one share of the Company’s common stock at a future date. The majority of awards previously granted vest on a pro-rata basis for periods ranging from one to five years and are expensed accordingly on a straight-line basis. The Company issues new shares upon exercise or conversion of awards under these plans. Net Income per Common Share Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the year. The computation of diluted net income per common share includes the dilutive effect of stock options, stock appreciation rights and nonvested restricted stock awards options. Options to purchase approximately 1,290,000, 1,280,000, and 610,000 shares of common stock ranging from $87 — $100 per share were outstanding at December 31, 2016, 2015, and 2014, respectively. These options were excluded from the computation of diluted net income per common share because the options’ exercise prices were greater than the average market prices of common stock in each respective year. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which will create a single, compre- hensive revenue recognition model for recognizing revenue from contracts with customers. The standard is effec- tive for interim and annual reporting periods beginning after December 15, 2017 and may be adopted either retrospectively or on a modified retrospective basis. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. The Company has established a cross-functional implementation team to evaluate and implement the new standard update related to the recognition of revenue from contracts with customers. The Company primarily sells goods and recognizes revenue at point of sale or delivery and this will not change under the new standard. We are completing an analysis of revenue streams at each of the business units and are evaluating the impact the new standard may have on revenue recognition. In addition, the Company is evaluating recently issued guidance on practical expedients as part of the transition decision. F-14 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 Preliminarily, the Company plans to use the modified retrospective adoption method and does not believe there will be a material impact to the Company’s consolidated revenues upon adoption. The Company will con- tinue to evaluate the impacts of the pending adoption of ASU 2014-09 and the preliminary assessments are sub- ject to change. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Con- solidation Analysis (“ASU 2015-02”). ASU 2015-02 amends the consolidation requirements and significantly changes the consolidation analysis required. ASU 2015-02 requires management to reevaluate all legal entities under a revised consolidation model to specifically (i) modify the evaluation of whether limited partnership and similar legal entities are variable interest entities (“VIEs”), (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with VIEs particularly those that have fee arrangements and related party relationships, and (iv) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Act of 1940 for registered money market funds. ASU 2015-02 is effective for the Company’s interim and annual periods beginning after December 15, 2015. The adoption of ASU 2015-02 did not have an impact on the Company’s consolidated financial statements or related disclosures. In May 2015, the FASB issued ASU No. 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which no longer requires investments that measure fair value using net asset value per share (or its equivalent) as a practical expedient to be categorized in the fair value hierarchy. ASU 2015-07 is effective for the Company’s interim and annual periods beginning after December 15, 2015. The impact of the adoption of ASU 2015-07 did not have an impact on the Company’s consolidated finan- cial statements and the presentation of investments measured at net asset value is shown in the employee benefit plans footnote. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires an entity to recognize a right-of-use asset and a lease liability on the balance sheet for all leases, including operating leases, with a term greater than twelve months. Expanded disclosures with additional qualitative and quantitative information will also be required. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard must be adopted using a modified retrospective transition. The Company is currently evaluating the impact of ASU 2016-02 on its consolidated financial statements and related disclosures, but the Company does believe the adoption of this standard will have a significant impact on the consolidated balance sheets. As disclosed in the leased properties footnote, future minimum payments under noncancelable operating leases are approximately $865,000,000 and the Com- pany does believe the adoption of this standard will have a significant impact on the consolidated balance sheets. In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) that changes the accounting for certain aspects of share-based compensation to employees including forfeitures, employer tax withholding, and the financial statement presentation of excess tax benefits or expense. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based compensation, which prospectively reclassifies cash flows from excess tax benefits of share-based compensation currently disclosed in financing activities to operating activities in the period of adoption. The guidance will increase income tax expense volatility, as well as the Company’s cash flows from operations. In addition, the Company did not elect to change shares withheld for employment income tax purposes, or the current methodology of estimating forfeitures upon adoption. The Company will adopt ASU 2016-09 January 1, 2017, and it is not expected to have a material effect on the Company’s consolidated financial statements or related disclosures. F-15 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 2. Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill during the years ended December 31, 2016 and 2015 by reportable segment, as well as other identifiable intangible assets, are summarized as follows (in thousands): Automotive Industrial Balance as of January 1, 2015 . . . . . . . . . . . Additions . . . . . . . . . . . . . . . . . . . . . . . . . Amortization . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation . . . . . . . . . . $599,839 5,030 — (49,866) $118,962 18,696 — (1,579) Goodwill Office Products $47,608 8,891 — — Electrical/ Electronic Materials Total Other Intangible Assets, Net $839,075 52,952 $72,666 20,335 — — (51,445) $547,515 38,596 — (34,878) (30,020) Balance as of December 31, 2015 . . . . . . . . Additions . . . . . . . . . . . . . . . . . . . . . . . . . Amortization . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation . . . . . . . . . . 555,003 56,518 — (3,963) 136,079 36,267 — 247 56,499 25,609 — (8) 93,001 901 — — 840,582 119,295 521,213 139,982 — (40,870) (1,815) (3,724) Balance as of December 31, 2016 . . . . . . . . $607,558 $172,593 $82,100 $93,902 $956,153 $618,510 The gross carrying amounts and accumulated amortization relating to other intangible assets at December 31, 2016 and 2015 is as follows (in thousands): Customer relationships . . . . . . . . . . . . Trademarks . . . . . . . . . . . . . . . . . . . . . Non-competition agreements . . . . . . . Gross Carrying Amount $603,966 180,416 5,098 2016 2015 Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net $(150,350) $453,616 164,262 632 (16,154) (4,466) $494,516 153,346 5,765 $(115,636) $378,880 141,424 909 (11,922) (4,856) $789,480 $(170,970) $618,510 $653,627 $(132,414) $521,213 Amortization expense for other intangible assets totaled $40,870,000, $34,878,000, and $36,867,000 for the years ended December 31, 2016, 2015, and 2014, respectively. Estimated other intangible assets amortization expense for the succeeding five years is as follows (in thousands): 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42,848 42,614 42,110 41,462 41,167 $210,201 3. Credit Facilities The principal amounts of the Company’s borrowings subject to variable rates totaled approximately $325,000,000 and $125,000,000 at December 31, 2016 and 2015, respectively. The weighted average interest F-16 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 rate on the Company’s outstanding borrowings was approximately 2.39% and 2.76% at December 31, 2016 and 2015, respectively. The Company maintains a $1,200,000,000 unsecured revolving line of credit with a consortium of financial institutions, which matures in June 2021 with an optional one year extension and bears interest at LIBOR plus a margin, which is based on the Company’s leverage ratio (1.52% at December 31, 2016). The Company also has the option under this agreement to increase its borrowing an additional $350,000,000, as well as an option to decrease the borrowing capacity or terminate the facility with appropriate notice. At December 31, 2016 and 2015, approximately $325,000,000 and $125,000,000 were outstanding under this line of credit, respectively. Certain borrowings require the Company to comply with a financial covenant with respect to a maximum debt-to-capitalization ratio. At December 31, 2016, the Company was in compliance with all such covenants. Due to the workers’ compensation and insurance reserve requirements in certain states, the Company also had unused letters of credit of $64,930,000 and $62,874,000 outstanding at December 31, 2016 and 2015, respectively. Amounts outstanding under the Company’s credit facilities consist of the following: December 31 2016 2015 (In Thousands) Unsecured revolving line of credit, $1,200,000,000, LIBOR plus 0.75% variable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $325,000 $125,000 Unsecured term notes: November 30, 2011, Series D and E Senior Unsecured Notes, $250,000,000, 3.35% fixed, due November 30, 2016 . . . . . . . . . . . . . . . . — 250,000 July 29, 2016, Series G Senior Unsecured Notes, $50,000,000, 2.39% fixed, due July 29, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 — December 2, 2013, Series F Senior Unsecured Notes, $250,000,000, 2.99% fixed, due December 2, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250,000 250,000 November 30, 2016, Series H Senior Unsecured Notes, $250,000,000, 2.99% fixed, due November 30, 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less debt due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250,000 875,000 325,000 — 625,000 375,000 Long-term debt, excluding current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . $550,000 $250,000 Approximate maturities under the Company’s credit facilities are as follows (in thousands): 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $325,000 — — — 50,000 500,000 $875,000 F-17 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 4. Leased Properties Future minimum payments, by year and in the aggregate, under the noncancelable operating leases with ini- tial or remaining terms of one year or more was approximately the following at December 31, 2016 (in thousands): 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $232,300 182,100 132,900 89,700 55,500 172,500 Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $865,000 Rental expense for operating leases was approximately $278,000,000, $254,000,000, and $233,000,000 for 2016, 2015, and 2014, respectively. 5. Share-Based Compensation At December 31, 2016, total compensation cost related to nonvested awards not yet recognized was approx- imately $34,600,000. The weighted-average period over which this compensation cost is expected to be recog- nized is approximately three years. The aggregate intrinsic value for SARs and RSUs outstanding at December 31, 2016 and 2015 was approximately $104,200,000 and $104,000,000, respectively. The aggregate intrinsic value for SARs and RSUs vested totaled approximately $62,000,000 and $65,000,000 at December 31, 2016 and 2015, respectively. At December 31, 2016, the weighted-average contractual life for outstanding and exercisable SARs and RSUs was six and five years, respectively. Share-based compensation costs of $19,719,000, $17,717,000, and $16,239,000, were recorded for the years ended December 31, 2016, 2015, and 2014, respectively. The total income tax benefits recognized in the consolidated statements of income and com- prehensive income for share-based compensation arrangements were approximately $7,900,000, $7,100,000, and $6,500,000 for 2016, 2015, and 2014, respectively. There have been no modifications to valuation methodologies or methods during the years ended December 31, 2016, 2015, or 2014. For the years ended December 31, 2016, 2015, and 2014, the fair values for SARs granted were estimated using a Black-Scholes option pricing model with the following weighted-average assumptions, respectively: risk- free interest rate of 1.6%, 2.0%, and 2.8%; dividend yield of 2.7%, 2.6%, and 2.8%; annual historical volatility factor of the expected market price of the Company’s common stock of 19% for each of the three years; an aver- age expected life and estimated turnover based on the historical pattern of existing grants of approximately seven years and 6.2%, respectively. The fair value of RSUs is based on the price of the Company’s stock on the date of grant. The total fair value of shares vested during the years ended December 31, 2016, 2015, and 2014 were $18,200,000, $15,200,000, and $13,800,000, respectively. F-18 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 A summary of the Company’s share-based compensation activity and related information is as follows: Outstanding at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at end of year(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercisable at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares available for future grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 Shares(1) (In Thousands) 4,181 894 (1,045) (152) 3,878 2,171 9,132 Weighted- Average Exercise Price(2) $ 71 100 59 91 $ 79 $ 70 (1) Shares include Restricted Stock Units (RSUs). (2) The weighted-average exercise price excludes RSUs. (3) The exercise prices for SARs outstanding as of December 31, 2016 ranged from approximately $42 to $100. The weighted-average remaining contractual life of all SARs outstanding is approximately seven years. The weighted-average grant date fair value of SARs granted during the years 2016, 2015, and 2014 was $13.52, $13.53, and $13.77, respectively. The aggregate intrinsic value of SARs and RSUs exercised during the years ended December 31, 2016, 2015, and 2014 was $48,200,000, $30,100,000, and $65,200,000, respectively. In 2016, the Company granted approximately 724,000 SARs and 170,000 RSUs. In 2015, the Company granted approximately 711,000 SARs and 176,000 RSUs. In 2014, the Company granted approximately 680,000 SARs and 165,000 RSUs. A summary of the Company’s nonvested share awards activity is as follows: Nonvested Share Awards (RSUs) Nonvested at January 1, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares (In Thousands) 433 170 (140) (55) Nonvested at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 408 Weighted- Average Grant Date Fair Value $ 82 100 73 86 $ 92 For the years ended December 31, 2016, 2015, and 2014 approximately $12,021,000, $7,024,000, and $17,766,000, respectively, of excess tax benefits were classified as financing cash inflows. 6. Income Taxes Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. As of F-19 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 December 31, 2016, the Company has not provided Federal income taxes on approximately $697,000,000 of undistributed earnings of its foreign subsidiaries. The Company intends to reinvest these earnings to fund expansion in these and other markets outside the U.S. Accordingly, the Company has not provided any provision for income tax expense in excess of foreign jurisdiction income tax requirements relative to such undistributed earnings in the accompanying consolidated financial statements. Due to the complexities associated with the hypothetical calculation to determine residual taxes on the undistributed earnings, including the availability of foreign tax credits, applicability of any additional local withholding tax and other indirect tax consequence that may arise due to the distribution of these earnings, the Company has concluded it is not practicable to determine the unrecognized deferred tax liability related to the undistributed earnings. Significant components of the Company’s deferred tax assets and liabilities are as follows: Deferred tax assets related to: Expenses not yet deducted for tax purposes . . . . . . . . . . . . . . . . . . . . . . . . . Pension liability not yet deducted for tax purposes . . . . . . . . . . . . . . . . . . . $345,195 397,391 $318,368 347,263 2016 2015 (In Thousands) Deferred tax liabilities related to: Employee and retiree benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant, and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 742,586 665,631 276,256 141,181 120,689 61,666 58,468 249,126 147,199 111,305 58,496 31,664 658,260 597,790 Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 84,326 $ 67,841 The components of income before income taxes are as follows: United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 934,476 139,864 (In Thousands) $1,004,919 118,762 $ 978,824 138,915 Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . $1,074,340 $1,123,681 $1,117,739 2016 2015 2014 F-20 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 The components of income tax expense are as follows: 2016 2015 2014 (In Thousands) Current: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $284,199 41,083 28,593 33,225 $309,403 45,460 27,602 35,544 $224,591 43,513 84,030 54,319 $387,100 $418,009 $406,453 The reasons for the difference between total tax expense and the amount computed by applying the statutory Federal income tax rate to income before income taxes are as follows: Statutory rate applied to income . . . . . . . . . . . . . . . . . . . . . . . . . Plus state income taxes, net of Federal tax benefit . . . . . . . . . . . Earnings in jurisdictions taxed at rates different from the statutory US tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign tax credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 2015 2014 $376,019 29,211 (In Thousands) $393,288 32,295 $391,209 32,646 (18,057) (482) 409 (13,684) (264) 6,374 (3,453) (20,170) 6,221 $387,100 $418,009 $406,453 The Company, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions. With few exceptions, the Company is no longer subject to federal, state and local tax examinations by tax authorities for years before 2012 or subject to non-United States income tax examina- tions for years ended prior to 2010. The Company is currently under audit in the United States and Canada. Some audits may conclude in the next twelve months and the unrecognized tax benefits recorded in relation to the audits may differ from actual settlement amounts. It is not possible to estimate the effect, if any, of the amount of such change during the next twelve months to previously recorded uncertain tax positions in connection with the audits. However, the Company does not anticipate total unrecognized tax benefits will significantly change dur- ing the year due to the settlement of audits and the expiration of statutes of limitations. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions based on tax positions related to the current year . . . . . . Additions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . Reductions for tax positions for prior years . . . . . . . . . . . . . . . . . . . Reduction for lapse in statute of limitations . . . . . . . . . . . . . . . . . . . Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 2015 2014 $15,815 2,184 1,317 (1,369) (2,516) (241) (In Thousands) $17,581 1,969 61 (3,152) (425) (219) $ 47,190 3,303 6,415 (851) (481) (37,995) Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,190 $15,815 $ 17,581 F-21 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 The amount of gross tax effected unrecognized tax benefits, including interest and penalties, as of December 31, 2016 and 2015 was approximately $17,176,000 and $17,684,000, respectively, of which approx- imately $9,615,000 and $9,317,000, respectively, if recognized, would affect the effective tax rate. During the years ended December 31, 2016, 2015, and 2014, the Company paid interest and penalties of approximately $5,000, $1,051,000, and $14,000,000, respectively. The Company had approximately $1,848,000 and $1,746,000 of accrued interest and penalties at December 31, 2016 and 2015, respectively. The Company recognizes potential interest and penalties related to unrecognized tax benefits as a component of income tax expense. 7. Employee Benefit Plans The Company’s defined benefit pension plans cover employees in the U.S. and Canada who meet eligibility requirements. The plan covering U.S. employees is noncontributory. As of December 31, 2013, the Company implemented a hard freeze for the U.S. qualified defined benefit plan. Therefore, no further benefit accruals were provided after that date for additional credited service or earnings. In addition, all participants who were employed after December 31, 2013 became fully vested as of December 31, 2013. The Canadian plan is contrib- utory and benefits are based on career average compensation. The Company’s funding policy is to contribute an amount equal to the minimum required contribution under applicable pension legislation. The Company may increase its contribution above the minimum, if appropriate to its tax and cash position and the plans’ funded position. The Company also sponsors supplemental retirement plans covering employees in the U.S. and Canada. The Company uses a measurement date of December 31 for its pension and supplemental retirement plans. Several assumptions are used to determine the benefit obligations, plan assets, and net periodic income. The discount rate for the pension plans is calculated using a bond matching approach to select specific bonds that would satisfy the projected benefit payments. The bond matching approach reflects the process that would be used to settle the pension obligations. The expected return on plan assets is based on a calculated market-related value of plan assets, where gains and losses on plan assets are amortized over a five year period and accumulate in other comprehensive income. Other non-investment unrecognized gains and losses are amortized in future net income based on a “corridor” approach, where the corridor is equal to 10% of the greater of the benefit obligation or the market-related value of plan assets at the beginning of the year. The unrecognized gains and losses in excess of the corridor criteria are amortized over the average future lifetime or service of plan participants, depending on the plan. These assumptions are updated at each annual measurement date. F-22 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 Changes in benefit obligations for the years ended December 31, 2016 and 2015 were: Changes in benefit obligation Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . Gross benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 2015 (In Thousands) $2,199,356 7,746 104,485 2,585 139,851 5,449 (154,676) 2,063 $2,352,094 8,562 98,088 2,838 (139,573) (35,082) (87,571) — Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,306,859 $2,199,356 The benefit obligations for the Company’s U.S. pension plans included in the above were $2,105,665,000 and $2,012,935,000 at December 31, 2016 and 2015, respectively. The total accumulated benefit obligation for the Company’s defined benefit pension plans in the U.S. and Canada was approximately $2,281,648,000 and $2,179,626,000 at December 31, 2016 and 2015, respectively. The assumptions used to measure the pension benefit obligations for the plans at December 31, 2016 and 2015, were: 2016 2015 Weighted-average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rate of increase in future compensation levels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.26% 4.82% 3.14% 3.12% Changes in plan assets for the years ended December 31, 2016 and 2015 were: 2016 2015 (In Thousands) Changes in plan assets Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,912,736 146,022 5,172 53,663 2,585 (154,676) $2,021,837 (45,529) (33,382) 54,543 2,838 (87,571) Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,965,502 $1,912,736 The fair values of plan assets for the Company’s U.S. pension plans included in the above were $1,760,713,000 and $1,731,368,000 at December 31, 2016 and 2015, respectively. F-23 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 For the years ended December 31, 2016 and 2015, the aggregate benefit obligation and aggregate fair value of plan assets for plans with benefit obligations in excess of plan assets were as follows: Aggregate benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aggregate fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,131,550 1,783,472 $2,186,412 1,896,456 For the years ended December 31, 2016 and 2015, the aggregate accumulated benefit obligation and aggregate fair value of plan assets for plans with accumulated benefit obligations in excess of plan assets were as follows: 2016 2015 (In Thousands) Aggregate accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . Aggregate fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,086,711 1,760,713 $2,167,216 1,896,456 The asset allocations for the Company’s funded pension plans at December 31, 2016 and 2015, and the tar- get allocation for 2017, by asset category were: 2016 2015 (In Thousands) Asset Category Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Target Allocation 2017 Percentage of Plan Assets at December 31 2016 2015 71% 29% 70% 69% 30% 31% 100% 100% 100% The Company’s benefit plan committees in the U.S. and Canada establish investment policies and strategies and regularly monitor the performance of the funds. The pension plan strategy implemented by the Company’s management is to achieve long-term objectives and invest the pension assets in accordance with the applicable pension legislation in the U.S. and Canada, as well as fiduciary standards. The long-term primary investment objectives for the pension plans are to provide for a reasonable amount of long-term growth of capital, without undue exposure to risk, protect the assets from erosion of purchasing power, and provide investment results that meet or exceed the pension plans’ actuarially assumed long-term rates of return. The Company’s investment strategy with respect to pension plan assets is to generate a return in excess of the passive portfolio benchmark (47% S&P 500 Index, 5% Russell Mid Cap Index, 7% Russell 2000 Index, 5% MSCI EAFE Index, 5% DJ Global Moderate Index, 3% MSCI Emerging Market Net, and 28% BarCap U.S. Govt/Credit). The fair values of the plan assets as of December 31, 2016 and 2015, by asset category, are shown in the tables below. Various inputs are considered when determining the value of the Company’s pension plan assets. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. Level 1 represents observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 represents other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.). Level 3 represents significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments). Certain investments are measured at fair value using the net asset value (“NAV”) per share as a practical expe- dient and have not been classified in the fair value hierarchy. F-24 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 The valuation methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Equity securities are valued at the closing price reported on the active market on which the individual securities are traded on the last day of the calendar plan year. Debt securities including corporate bonds, U.S. Government securities, and asset-backed securities are valued using price evaluations reflecting the bid and/or ask sides of the market for an investment as of the last day of the calendar plan year. Assets Measured at NAV Total 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) (In Thousands) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ 384,103 192,841 793,101 $114,182 — — $ 269,921 192,841 793,007 $ — — — $ — — 94 55,607 15,995 157,303 192,457 8,872 216 24,613 9,272 128,367 — — — — 55,607 15,995 102,468 — — 54,835 — 192,457 — — — — 82,394 — — 20,868 — — 8,872 216 3,745 9,272 45,973 — — — — — — — — — Equity Securities Common stocks — mutual funds — equity . . . Genuine Parts Company common stock . . . . . . Other stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt Securities Short-term investments . . . . . . . . . . . . . . . . . . . Cash and equivalents . . . . . . . . . . . . . . . . . . . . Government bonds . . . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . Asset-backed and mortgage–backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Convertible securities . . . . . . . . . . . . . . . . . . . . Other-international . . . . . . . . . . . . . . . . . . . . . . Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . Mutual funds — fixed income . . . . . . . . . . . . . Other Cash surrender value of life insurance policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,755 — — — 2,755 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,965,502 $196,576 $1,450,707 $315,370 $2,849 F-25 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) (In Thousands) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Measured at NAV Total $ 349,852 173,363 793,229 $107,441 — — $ 242,411 173,363 792,624 $ — — — $ — — 605 46,195 2,978 193,436 172,119 27,510 434 21,137 5,857 123,895 — — — — 46,195 2,978 109,559 — — 83,877 — 172,119 — — — — 83,241 — — 20,785 — — 27,510 434 352 5,857 40,654 — — — — — — — — — Equity Securities Common stocks — mutual funds — equity . . . Genuine Parts Company common stock . . . . . . Other stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt Securities Short-term investments . . . . . . . . . . . . . . . . . . . Cash and equivalents . . . . . . . . . . . . . . . . . . . . . Government bonds . . . . . . . . . . . . . . . . . . . . . . . Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . Asset-backed and mortgage — backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Convertible securities . . . . . . . . . . . . . . . . . . . . Other-international . . . . . . . . . . . . . . . . . . . . . . . Municipal bonds . . . . . . . . . . . . . . . . . . . . . . . . Mutual funds — fixed income . . . . . . . . . . . . . . Other Cash surrender value of life insurance policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,731 — — — 2,731 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,912,736 $190,682 $1,387,915 $330,803 $3,336 Equity securities include Genuine Parts Company common stock in the amounts of $192,841,000 (10% of total plan assets) and $173,363,000 (9% of total plan assets) at December 31, 2016 and 2015, respectively. Divi- dend payments received by the plan on Company stock totaled approximately $5,308,000 and $4,965,000 in 2016 and 2015, respectively. Fees paid during the year for services rendered by parties in interest were based on customary and reasonable rates for such services. The changes in the fair value measurement of plan assets using significant unobservable inputs (Level 3) during 2016 and 2015 were not material. Based on the investment policy for the pension plans, as well as an asset study that was performed based on the Company’s asset allocations and future expectations, the Company’s expected rate of return on plan assets for measuring 2017 pension income is 7.82% for the plans. The asset study forecasted expected rates of return for the approximate duration of the Company’s benefit obligations, using capital market data and historical relation- ships. F-26 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 The following table sets forth the funded status of the plans and the amounts recognized in the consolidated balance sheets at December 31: 2016 2015 Other long-term asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension and other post-retirement liabilities . . . . . . . . . . . . . . . . . . . . . . . . . $ $ (In Thousands) 6,721 (8,206) (339,872) 3,336 (7,432) (282,524) Amounts recognized in accumulated other comprehensive loss consist of: $(341,357) $(286,620) 2016 2015 (In Thousands) Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service cost (credit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,003,247 672 $882,464 (1,814) $1,003,919 $880,650 The following table reflects the total benefits expected to be paid from the pension plans’ or the Company’s assets. Of the pension benefits expected to be paid in 2017, approximately $8,206,000 is expected to be paid from employer assets. Expected employer contributions below reflect amounts expected to be contributed to funded plans. Information about the expected cash flows for the pension plans follows (in thousands): Employer contribution 2017 (expected) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 48,000 Expected benefit payments: 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 through 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $109,000 116,000 122,000 127,000 133,000 721,000 Net periodic benefit income included the following components: Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of prior service credit . . . . . . . . . . . . . . . . . . . . . Amortization of actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . 2016 2015 2014 $ 7,746 104,485 (156,832) (432) 31,641 (In Thousands) $ 8,562 98,088 (150,130) (565) 38,197 $ 7,824 102,465 (144,746) (1,890) 26,791 Net periodic benefit income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (13,392) $ (5,848) $ (9,556) F-27 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) are as follows: Current year actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recognition of actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current year prior service cost Recognition of prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 2015 2014 $152,415 (31,641) 2,063 432 (In Thousands) $ 44,930 (38,197) — 565 $312,011 (26,791) — 638 Total recognized in other comprehensive income (loss) . . . . . . . . . . . . . . . . . . $123,269 $ 7,298 $285,858 Total recognized in net periodic benefit income and other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $109,877 $ 1,450 $276,303 The estimated amounts that will be amortized from accumulated other comprehensive loss into net periodic benefit income in 2017 are as follows in thousands: Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $37,870 (349) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $37,521 The assumptions used in measuring the net periodic benefit income for the plans follow: 2016 2015 2014 Weighted average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rate of increase in future compensation levels . . . . . . . . . . . . . . . . . . . . . . . . . . Expected long-term rate of return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . 4.82% 4.26% 5.10% 3.12% 3.07% 3.04% 7.83% 7.85% 7.85% Prior to 2014, the Company had two defined contribution plans that covered substantially all of its domestic employees. The Company’s matching contributions were determined based on the employee’s participation in the U.S. pension plan. Prior to 2014, U.S. pension plan participants who continued earning credited service after 2008 received a matching contribution of 20% of the first 6% of the employee’s salary. Other employees received a matching contribution of 100% of the first 5% of the employee’s salary. The two plans were merged effective January 1, 2014. Beginning in 2014, all employees receive a matching contribution of 100% of the first 5% of the employees’ salary. Total plan expense was approximately $56,975,000 in 2016, $55,066,000 in 2015, and $53,351,000 in 2014. 8. Guarantees The Company guarantees the borrowings of certain independently controlled automotive parts stores (independents) and certain other affiliates in which the Company has a noncontrolling equity ownership interest (affiliates). Presently, the independents are generally consolidated by unaffiliated enterprises that have a control- ling financial interest through ownership of a majority voting interest in the independent. The Company has no voting interest or other equity conversion rights in any of the independents. The Company does not control the independents or the affiliates, but receives a fee for the guarantee. The Company has concluded that the independents are variable interest entities, but that the Company is not the primary beneficiary. Specifically, the equity holders of the independents have the power to direct the activities that most significantly impact the enti- ty’s economic performance including, but not limited to, decisions about hiring and terminating personnel, local F-28 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 marketing and promotional initiatives, pricing and selling activities, credit decisions, monitoring and maintaining appropriate inventories, and store hours. Separately, the Company concluded the affiliates are not variable inter- est entities. The Company’s maximum exposure to loss as a result of its involvement with these independents and affiliates is generally equal to the total borrowings subject to the Company’s guarantee. While such borrowings of the independents and affiliates are outstanding, the Company is required to maintain compliance with certain covenants, including a maximum debt to capitalization ratio and certain limitations on additional borrowings. At December 31, 2016, the Company was in compliance with all such covenants. At December 31, 2016, the total borrowings of the independents and affiliates subject to guarantee by the Company were approximately $431,286,000. These loans generally mature over periods from one to six years. In the event that the Company is required to make payments in connection with guaranteed obligations of the independents or the affiliates, the Company would obtain and liquidate certain collateral (e.g., accounts receiv- able and inventory) to recover all or a portion of the amounts paid under the guarantee. When it is deemed prob- able that the Company will incur a loss in connection with a guarantee, a liability is recorded equal to this estimated loss. To date, losses in connection with guarantees of independents’ and affiliates’ borrowings. the Company has had no significant The Company has recognized certain assets and liabilities amounting to $42,000,000 and $35,000,000 for the guarantees related to the independents’ and affiliates’ borrowings at December 31, 2016 and 2015, respectively. These assets and liabilities are included in other assets and other long-term liabilities in the con- solidated balance sheets. 9. Acquisitions The Company acquired several companies for approximately $420,000,000, $140,000,000, and $270,000,000, net of cash acquired, during the years ended December 31, 2016, 2015, and 2014, respectively. These acquisitions are considered individually immaterial, as well as immaterial in the aggregate. 2016 A significant portion of the acquisitions made in 2016 included eleven companies in the Automotive Parts Group, five companies in the Industrial Group, two companies in the Office Products Group, and one company in the Electrical/Electronic Materials Group. The purchase price for these nineteen acquisitions was approximately $370,000,000, net of cash acquired. Automotive Parts Group The eleven Automotive Parts Group acquisitions generate annual revenues of approximately $235,000,000. In February and July, 2016, the Company acquired two import automotive parts businesses, Olympus and Auto- Camping, respectively. Olympus operates six locations in the U.S. and Auto-Camping operates twenty locations in Canada. In March 2016, the Company acquired Covs Parts, a distributor of original equipment and aftermarket automotive parts, mining and industrial consumable and truck products, with twenty-one locations across West- ern Australia. In May 2016, the Company acquired Global Parts with six U.S. heavy vehicle parts locations. The Company acquired AMX, an aftermarket motorcycle parts retailer, and ASL, an automotive aftermarket parts distributor, in June and September 2016, respectively. AMX operates four stores in Australia and ASL operates 15 branches in New Zealand. The Company also acquired various automotive store groups in the U.S. and Aus- tralasia regions in 2016. F-29 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 Industrial Group The five Industrial Group acquisitions generate annual revenues of approximately $170,000,000. In March 2016. the Company acquired two industrial distribution companies. Epperson and Company and Missouri Power Transmission. with three and fifteen locations. respectively. In April 2016, the Company acquired Colmar Belt- ing Company, a distributor of belting, bearing and power transmission products. In August 2016, the Company acquired OBBCO, a distributor of industrial safety supplies. In October 2016. the Company acquired Braas Company, a distributor of products and services for industrial automation and control, with eight locations. Office Products Group The two Office Products Group acquisitions generate annual revenues of approximately $200,000,000. In June 2016, the Company acquired The Safety Zone. a direct importer and distributor of supplies and devices for safety, janitorial. medical, food service and food processing application. The Safety Zone has eight distribution centers in the U.S. and one distribution center in Canada. In July 2016, the Company acquired certain assets within the janitorial and sanitation business of Rochester Midland Corporation. Electrical/Electronic Materials Group The Electrical/Electronic Materials Group acquisition generates annual revenues of approximately $12,000,000. In October 2016. the Company acquired Communications Products and Services, a distributor of plant product solutions. Net sales from these nineteen acquisitions included in the Company’s consolidated statement of income and comprehensive income at December 31, 2016 were approximately $350,000,000. 2015 and 2014 A significant portion of the 2015 companies acquired included one company in the Electrical/Electronic Materials Group. Three companies in the Office Products Group. four companies in the Industrial Group, and five store groups in the Automotive Parts Group for approximately $120.000.000. net of cash acquired. A sig- nificant portion of the 2014 companies acquired included two companies each in the Automotive Parts Group, Office Products Group. and Electrical/Electronic Materials Group and one company in the Industrial Group for approximately $260,000,000, net of cash acquired. For each acquisition, the Company allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as of their respective acquisition dates. The results of operations for the acquired companies were included in the Company’s consolidated statements of income and comprehensive income beginning on their respective acquisition dates. The Company recorded approximately $260,000,000, $90,000,000 and $200,000,000 of goodwill and other intangible assets associated with the 2016, 2015, and 2014 acquisitions, respectively. For the 2016 acquisitions, other intangible assets acquired consisted of customer relationships of $112,000,000 and trademarks of $28,000,000 with weighted average amortization lives of 17 and 35 years, respectively. For the 2015 acquisitions, other intangible assets acquired consisted of customer relationships of $39,000,000 with weighted average amortization lives of 15 years. For the 2014 acquisitions, other intangible assets acquired consisted of customer relationships of $82,000,000 and trademarks of $28,000,000 with weighted average amortization lives of 18 and 40 years, respectively. F-30 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 10. Segment Data The Company’s reportable segments consist of automotive, industrial, office products, and electrical/ electronic materials. Within the reportable segments, certain of the Company’s operating segments are aggregated since they have similar economic characteristics, products and services, type and class of customers, and distribution methods. The Company’s automotive segment distributes replacement parts (other than body parts) for substantially all makes and models of automobiles, trucks, and other vehicles. The Company’s industrial segment distributes a wide variety of industrial bearings, mechanical and fluid power transmission equipment, including hydraulic and pneumatic products, material handling components, and related parts and supplies. The Company’s office products segment distributes a wide variety of office products, computer supplies, office furniture, and business electronics. The Company’s electrical/electronic materials segment distributes a wide variety of electrical/electronic materials, including insulating and conductive materials for use in electronic and electrical apparatus. Inter-segment sales are not significant. Operating profit for each industry segment is calculated as net sales less operating expenses excluding general corporate expenses, interest expense, and equity in income from investees, amortization, and noncontrolling interests. Approximately $139,900,000, $118,800,000 and $138,900,000 of income before income taxes was generated in jurisdictions outside the United States for the years ended December 31, 2016, 2015, and 2014, respectively. Net sales and net property, plant and equipment by country relate directly to the Company’s operations in the respective country. Corporate assets are principally cash and cash equivalents and headquarters’ facilities and equipment. For management purposes, net sales by segment exclude the effect of certain discounts, incentives, and freight billed to customers. The line item “other” represents the net effect of the discounts, incentives, and freight billed to customers that are reported as a component of net sales in the Company’s consolidated statements of income and comprehensive income. F-31 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 2016 2015 2014 2013 2012 (In Thousands) Net sales: Automotive . . . . . . . . . . . . . . . . . Industrial . . . . . . . . . . . . . . . . . . . Office products . . . . . . . . . . . . . . Electrical/electronic materials . . . Other . . . . . . . . . . . . . . . . . . . . . . $ 8,111,511 4,634,212 1,969,405 715,650 (91,065) $ 8,015,098 4,646,689 1,937,629 750,770 (70,142) $ 8,096,877 4,771,080 1,802,754 739,119 (68,183) $ 7,489,186 4,429,976 1,638,618 568,872 (48,809) $ 6,320,882 4,453,574 1,686,690 582,820 (30,098) Total net sales . . . . . . . . . . . . . . . . . . . $15,339,713 $15,280,044 $15,341,647 $14,077,843 $13,013,868 Operating profit: Automotive . . . . . . . . . . . . . . . . . Industrial . . . . . . . . . . . . . . . . . . . Office products . . . . . . . . . . . . . . Electrical/electronic materials . . . $ $ 715,154 336,608 117,035 60,539 $ 729,152 339,180 140,866 70,151 700,386 370,043 133,727 64,884 $ $ 641,492 320,720 122,492 47,584 540,678 352,119 134,441 50,910 . . . . . . . . . . . . . Total operating profit Interest expense, net . . . . . . . . . . . . . . Corporate expense . . . . . . . . . . . . . . . . Intangible asset amortization . . . . . . . . 1,229,336 (19,525) (94,601) (40,870) 1,279,349 (20,354) (100,436) (34,878) 1,269,040 (24,192) (90,242) (36,867) 1,132,288 (24,330) (34,667) (28,987) 1,078,148 (19,619) (26,606) (12,991) Income before income taxes . . . . . . . . $ 1,074,340 $ 1,123,681 $ 1,117,739 $ 1,044,304 $ 1,018,932 Assets: Automotive . . . . . . . . . . . . . . . . . Industrial . . . . . . . . . . . . . . . . . . . Office products . . . . . . . . . . . . . . Electrical/electronic materials . . . Corporate . . . . . . . . . . . . . . . . . . . Goodwill and other intangible $ 4,601,150 1,292,063 907,119 203,334 281,071 $ 4,293,290 1,143,952 831,546 191,866 322,323 $ 4,275,298 1,224,735 835,592 196,400 327,623 $ 4,009,244 1,162,697 708,944 156,780 353,276 $ 3,411,252 1,130,877 731,564 137,237 898,292 assets . . . . . . . . . . . . . . . . . . . . 1,574,663 1,361,794 1,386,590 1,289,356 497,839 Total assets . . . . . . . . . . . . . . . . . . . . . $ 8,859,400 $ 8,144,771 $ 8,246,238 $ 7,680,297 $ 6,807,061 Depreciation and amortization: $ Automotive . . . . . . . . . . . . . . . . . Industrial . . . . . . . . . . . . . . . . . . . Office products . . . . . . . . . . . . . . Electrical/electronic materials . . . Corporate . . . . . . . . . . . . . . . . . . . Intangible asset amortization . . . . $ 65,372 10,371 11,398 2,967 16,509 40,870 $ 70,112 9,960 10,922 2,933 12,870 34,878 $ 77,645 9,906 10,728 2,658 10,509 36,867 $ 76,238 8,751 10,166 1,904 7,911 28,987 60,630 8,307 10,837 1,733 3,885 12,991 Total depreciation and amortization . . $ 147,487 $ 141,675 $ 148,313 $ 133,957 $ 98,383 F-32 Genuine Parts Company and Subsidiaries Notes to Consolidated Financial Statements — (Continued) December 31, 2016 2016 2015 2014 2013 2012 (In Thousands) Capital expenditures: $ Automotive . . . . . . . . . . . . . . . . . Industrial . . . . . . . . . . . . . . . . . . . Office products . . . . . . . . . . . . . . Electrical/electronic materials . . . Corporate . . . . . . . . . . . . . . . . . . . $ 73,339 27,383 12,072 5,710 42,139 $ 77,504 13,998 12,323 2,824 2,895 $ 78,537 12,442 11,135 3,003 2,564 $ 97,735 8,808 9,297 1,730 6,493 67,482 13,015 16,013 1,029 4,448 Total capital expenditures . . . . . . . . . . $ 160,643 $ 109,544 $ 107,681 $ 124,063 $ 101,987 Net sales: United States . . . . . . . . . . . . . . . . Canada . . . . . . . . . . . . . . . . . . . . . Australasia . . . . . . . . . . . . . . . . . . Mexico . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . $12,822,320 1,390,979 1,104,511 112,968 (91,065) $12,843,078 1,395,695 992,064 119,349 (70,142) $12,565,329 1,583,075 1,133,620 127,806 (68,183) $11,594,713 1,560,799 839,353 131,787 (48,809) $11,299,291 1,616,921 — 127,754 (30,098) Total net sales . . . . . . . . . . . . . . . . . . . $15,339,713 $15,280,044 $15,341,647 $14,077,843 $13,013,868 Net property, plant, and equipment: United States . . . . . . . . . . . . . . . . Canada . . . . . . . . . . . . . . . . . . . . . Australasia . . . . . . . . . . . . . . . . . . Mexico . . . . . . . . . . . . . . . . . . . . . $ $ $ 561,164 81,260 79,413 6,287 495,073 79,023 65,289 8,832 $ $ 495,452 98,939 65,707 10,004 503,882 99,135 60,614 6,430 466,473 93,496 — 6,396 Total net property, plant, and equipment . . . . . . . . . . . . . . . . . . . . $ 728,124 $ 648,217 $ 670,102 $ 670,061 $ 566,365 F-33 [THIS PAGE INTENTIONALLY LEFT BLANK] Item 15(a) Annual Report on Form 10-K Financial Statement Schedule II — Valuation and Qualifying Accounts Genuine Parts Company and Subsidiaries Balance at Beginning of Period Charged to Costs and Expenses Deductions(1) Balance at End of Period Year ended December 31, 2014: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts . . . . . . . . . . . . Year ended December 31, 2015: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts . . . . . . . . . . . . Year ended December 31, 2016: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts . . . . . . . . . . . . (1) Doubtful accounts written off, net of recoveries. $14,423,000 $ 7,192,000 $ (9,779,000) $11,836,000 $11,836,000 $12,373,000 $(13,516,000) $10,693,000 $10,693,000 $11,515,000 $ (6,651,000) $15,557,000 S-1 ANNUAL REPORT ON FORM 10-K INDEX OF EXHIBITS The following exhibits are filed (or furnished, if so indicated) herewith as a part of this Report: 21 23 31.1 31.2 32.1 32.2 Subsidiaries of the Company. Consent of Independent Registered Public Accounting Firm. Certification signed by the Chief Executive Officer pursuant to SEC Rule 13a-14(a). Certification signed by the Chief Financial Officer pursuant to SEC Rule 13a-14(a). Statement of Chief Executive Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). Statement of Chief Financial Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 101 Interactive data files pursuant to Rule 405 of Regulation S-T. The following exhibits are incorporated by reference as set forth in Item 15 of this Form 10-K: — 3.1 Amended and Restated Articles of Incorporation of the Company, amended April 23, 2007. — 3.2 By-Laws of the Company as amended and restated November 18, 2013. — 4.2 Specimen Common Stock Certificate. Instruments with respect to long-term debt where the total amount of securities authorized there under does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis have not been filed. The Registrant agrees to furnish to the Commission a copy of each such instrument upon request. — 10.1* The Genuine Parts Company Tax-Deferred Savings Plan, effective January 1, 1993. — 10.2* — 10.3* — 10.4* — 10.5* — 10.6* — 10.7* — 10.8* — 10.9* Amendment No. 1 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 1, 1996, effective June 1, 1996. Amendment No. 2 to the Genuine Parts Company Tax-Deferred Savings Plan, dated April 19, 1999, effective April 19, 1999. Amendment No. 3 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2001, effective July 1, 2001. Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 5, 2003, effective June 5, 2003. Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 28, 2005, effective January 1, 2006. Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2007, effective January 1, 2008. Amendment No. 7 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 16, 2010, effective January 1, 2011. Amendment No. 8 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 7, 2012, effective December 7, 2012. — 10.10* The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August 19, 1996. S-2 — 10.11* — 10.12* — 10.13* — 10.14* — 10.15* — 10.16* — 10.17* — 10.18* Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999. Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009. Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated August 16, 2010, effective August 16, 2010. Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated November 16, 2010, effective January 1, 2011. Amendment No. 3 to the Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009, dated December 7, 2012, effective December 31, 2013. Genuine Parts Company Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003. Amendment No. 1 to the Genuine Parts Company Directors’ Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008. Amendment No. 2 to the Genuine Parts Company Director’s Deferred Compensation Plan, dated December 7, 2012, effective December 7, 2012 — 10.19* Description of Director Compensation. — 10.20* Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001. — 10.21* Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006. — 10.22* — 10.23* Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006. Amendment No. 2 to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 19, 2007, effective November 19, 2007. — 10.24* Genuine Parts Company 2015 Incentive Plan, effective November 17, 2014. — 10.25* Genuine Parts Company Performance Restricted Stock Unit Award Agreement. — 10.26* Genuine Parts Company Restricted Stock Unit Award Agreement. — 10.27* Genuine Parts Company Stock Appreciation Rights Agreement. — 10.28* Form of Executive Officer Change in Control Agreement. * Indicates management contracts and compensatory plans and arrangements. S-3 SUBSIDIARIES OF THE COMPANY (as of December 31, 2016) EXHIBIT 21 Name BALKAMP, INC. EIS, INC. EIS DOMINICAN REPUBLIC, LLC GPC FINANCE COMPANY GPC PROCUREMENT COMPANY NATIONAL AUTOMOTIVE PARTS ASSOCIATION MOTION INDUSTRIES, INC. S.P. RICHARDS COMPANY SPR PROCUREMENT COMPANY SHUSTER CORPORATION 1ST CHOICE AUTO PARTS, INC. THE FLOWERS COMPANY GPC MEXICO, S.A. de C.V. GRUPO AUTO TODO S.A. de C.V. COMSERES de MEXICO, S. de R.L. de C.V. EIS HOLDINGS (CANADA) INC. POLIFIBRA CANADA (1987) INC. MOTION INDUSTRIES (CANADA), INC. MOTION — MEXICO, S. de R.L. de C.V. S. P. RICHARDS CO. CANADA INC. UAP INC. GARANAT INC. UAPRO INC. UNITED AUTO PARTS (Eastern) LTD. SERVICES FINANCIERS UAP INC. WTC PARTS CANADA PIECES DE CAMION DE LA BEAUCE GPC GLOBAL SOURCING LIMITED GENUINE PARTS SOURCING (SHENZHEN) COMPANY LIMITED ALTROM CANADA CORP. ELECTRICAL INSULATION SUPPLIERS de MEXICO, S. de R.L. de C.V. RIEBE’S AUTO PARTS, LLC AUTOPARTSPROS, LLC ADAMS AUTO PARTS, LLC MOTOR PARTS OF CARROLL COUNTY, INC. POTOMAC AUTO PARTS, INC. REISTERSTOWN AUTO PARTS, INC. WILLIAMSPORT AUTOMOTIVE, INC. AST BEARINGS LLC GPC GLOBAL HOLDINGS B.V. GPC ASIA PACIFIC HOLDINGS COOPERATIEF U.A. GPC ASIA PACIFIC HOLDINGS PTY LTD AUTOPARTES NAPA MEXICO, S. de R.L. de C.V. SUPPLY SOURCE ENTERPRISES, INC. IMPACT PRODUCTS LLC GPIC LLC GPIC CANADA LP GPC ASIA PACIFIC LLC THE SAFETY ZONE, LLC THE SAFETY ZONE (CANADA), ULC AUTO-CAMPING LIMITED % Owned Jurisdiction of Incorporation 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 51.0% 46.5% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 90.0% 100.0% 100.0% 100.0% 100.0% 22.0% 20.0% 90.0% 75.8% 79.0% 79.0% 79.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% INDIANA GEORGIA GEORGIA DELAWARE GEORGIA MICHIGAN DELAWARE GEORGIA GEORGIA GEORGIA GEORGIA NORTH CAROLINA PUEBLA, MEXICO PUEBLA, MEXICO GUADALAJARA, JALISCO, MEXICO BRITISH COLUMBIA, CANADA ONTARIO, CANADA OTTAWA, ONTARIO GUADALAJARA, MEXICO BRITISH COLUMBIA, CANADA QUEBEC, CANADA FEDERAL, CANADA FEDERAL, CANADA ONTARIO, CANADA QUEBEC, CANADA FEDERAL, CANADA QUEBEC, CANADA HONG KONG, CHINA SHENZHEN, CHINA BRITISH COLUMBIA, CANADA GUADALAJARA, JALISCO, MEXICO GEORGIA GEORGIA DELAWARE MARYLAND MARYLAND MARYLAND PENNSYLVANIA DELAWARE AMSTERDAM, THE NETHERLANDS AMSTERDAM, THE NETHERLANDS VICTORIA, AUSTRALIA PUEBLA, MEXICO GEORGIA DELAWARE GEORGIA ALBERTA, CANADA GEORGIA CONNECTICUT NOVA SCOTIA, CANADA BRITISH COLUMBIA, CANADA EXHIBIT 23 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) (2) (3) Registration Statement (Form S-8 No. 333-21969) pertaining to the Directors’ Deferred Compensation Plan of Genuine Parts Company and Subsidiaries, Registration Statement (Form S-8 No. 333-133362) pertaining to the 2006 Long-Term Incentive Plan of Genuine Parts Company and Subsidiaries; and Registration Statement (Form S-8 No. 333-204390) pertaining to the 2015 Incentive Plan of Genuine Parts Company and Subsidiaries; of our reports dated February 27, 2017, with respect to the consolidated financial statements and schedule of Genuine Parts Company and Subsidiaries and the effectiveness of internal control over financial reporting of Genuine Parts Company and Subsidiaries included in this Annual Report (Form 10-K) of Genuine Parts Com- pany and Subsidiaries for the year ended December 31, 2016. /s/ Ernst & Young LLP Atlanta, Georgia February 27, 2017 EXHIBIT 31.1 CERTIFICATIONS I, Paul D. Donahue, certify that: 1. I have reviewed this annual report on Form 10-K of Genuine Parts Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining dis- closure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over finan- cial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a sig- nificant role in the registrant’s internal control over financial reporting. Date: February 27, 2017 /s/ Paul D. Donahue Paul D. Donahue President and Chief Executive Officer EXHIBIT 31.2 CERTIFICATIONS I, Carol B. Yancey, certify that: 1. I have reviewed this annual report on Form 10-K of Genuine Parts Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining dis- closure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over finan- cial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the regis- trant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a sig- nificant role in the registrant’s internal control over financial reporting. /s/ Carol B. Yancey Carol B. Yancey Executive Vice President and Chief Financial Officer Date: February 27, 2017 EXHIBIT 32.1 STATEMENT OF CHIEF EXECUTIVE OFFICER OF GENUINE PARTS COMPANY PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO § 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Genuine Parts Company (the “Company”) on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul D. Donahue, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2) The information contained in the Report fairly presents, in all material respects, the financial con- dition and results of operations of the Company. February 27, 2017 /s/ Paul D. Donahue Paul D. Donahue President and Chief Executive Officer STATEMENT OF CHIEF FINANCIAL OFFICER OF GENUINE PARTS COMPANY PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO § 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32.2 In connection with the Annual Report of Genuine Parts Company (the “Company”) on Form 10-K for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carol B. Yancey, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2) The information contained in the Report fairly presents, in all material respects, the financial con- dition and results of operations of the Company. /s/ Carol B. Yancey Carol B. Yancey Executive Vice President and Chief Financial Officer February 27, 2017 BOARD OF DIRECTORS AND OFFICERS OF THE COMPANY Board of Directors Dr. Mary B. Bullock Elizabeth W. "Betsy" Camp Paul D. Donahue Gary P. Fayard Thomas C. Gallagher John R. Holder Donna W. Hyland John D. Johns Robert C. "Robin" Loudermilk, Jr. President and Chief Executive Officer of The Loudermilk Companies, LLC Wendy B. Needham Jerry W. Nix Gary W. Rollins E. Jenner Wood III President Emerita of Agnes Scott College President and Chief Executive Officer of DF Management, Inc. President and Chief Executive Officer Retired Chief Financial Officer of The Coca-Cola Company Executive Chairman Chairman and Chief Executive Officer of Holder Properties President and Chief Executive Officer of Children's Healthcare of Atlanta Chairman and Chief Executive Officer of Protective Life Corporation Retired Managing Director, Global Automotive Research at Credit Suisse First Boston Retired Chief Financial Officer Vice Chairman and Chief Executive Officer of Rollins Inc. Retired Executive Vice President of SunTrust Banks, Inc. Corporate Officers Thomas C. Gallagher Paul D. Donahue Carol B. Yancey Scott W. LeProhon Treg S. Brown Charles A. Chesnutt Gregory N. Miller Robert A. Milstead James R. Neill Michael D. Orr Scott C. Smith Kirk J. Allan Thomas K. Davis Thomas E. Dunmon, Jr. Christopher T. Galla Lisa K. Hamilton David A. Haskett Philip C. Johnson Sidney G. Jones Karl J. Koenig J. Scott Mosteller Napoleon B. Rutledge, Jr. Vickie S. Smith Eric N. Sundby Robert L. Swann Jennifer L. Ellis Matthew P. Brigham Christine E. Powell Executive Chairman President and Chief Executive Officer Executive Vice President & Chief Financial Officer Executive Vice President — Global Procurement Senior Vice President — Planning and Acquisitions Senior Vice President and Treasurer Senior Vice President and Chief Information Officer Senior Vice President — Digital Senior Vice President — Human Resources Senior Vice President — Operations and Logistics Senior Vice President and General Counsel Vice President — Human Resources Operations and Compliance Vice President — Supplier Business IT Vice President — Corporate Reporting and Analysis Vice President and Assistant General Counsel Vice President — Benefits and Communications Vice President and Corporate Controller Vice President — Compensation Vice President — Investor Relations Vice President — Real Estate and Construction Vice President — Supply Chain Vice President — Finance Vice President — Employee Relations Vice President — Information Technology Vice President — Internal Audit, Compliance and Risk Corporate Secretary and Associate Counsel Assistant Vice President and Assistant Treasurer Assistant Vice President — Financial Analysis U.S. Automotive Parts Group Lee A. Maher Daniel F. Askey Todd P. Helms Kevin E. Herron M. Todd McMurtrie Gaylord M. Spencer J. Richard Borman Michael A. Briggs Thu-Quyen Clifton Byron H. Frantz Richard A. Geiger Thomas Hall Rozina Kassam Jett W. Kuntz David B. Nicki J. Michael Phillips Cameron Richardson Michael L. Swartz Dennis P. Tolivar Divisions J. Michael Riess Bret A. Robyck Gregg T. Sargent Dennis G. Gibbs Eric G. Fritsch Patrick A. Wolfe Stuart A. Kambury Thomas E. Skov U.S. Automotive Supply Group Balkamp (Indianapolis, IN) D. Tip Tollison Mary F. Knudsen Matthew N. LeTexier J. Stephen Yancey Rayloc (Atlanta, GA) William J. Westerman III Michael S. Gaffney II Timothy W. Davis Cheryl Hiles Joseph W. Lashley Scott J. Rolf President and Chief Operating Officer Senior Vice President — Sales Senior Vice President — Human Resources Group Senior Vice President Group Senior Vice President Senior Vice President — Marketing Vice President — Supply Chain and Logistics Vice President — Retail Product Management and Merchandising Vice President — Human Resources Vice President — Wholesale Product Management Vice President — Finance Vice President and Chief Information Officer Vice President and Chief Financial Officer Vice President — Integrated Business Solutions Vice President — NAPA Tools and Equipment Sales Vice President — Organizational Development Vice President — Retail Vice President — Inventory & Procurement Vice President — Major Accounts Vice President — Atlantic Division Vice President — Central Division Vice President — Eastern Division Vice President — Midwest Division Vice President — Mountain Division Vice President — Southeast Division Vice President — Southwest Division Vice President — Western Division President Vice President — Finance and Treasurer Vice President — Marketing and Category Management Vice President — Customer Relations and Sales President Senior Vice President — Finance and Supply Chain Vice President — Operations Vice President — Human Resources Vice President — Information Services Vice President — Sales and Marketing Heavy Vehicle Parts (Atlanta, GA) Greg A. Lancour Charles Stille Vice President — Marketing and Product Management Vice President — Traction Altrom Import Parts (Vancouver, Canada) President Matthew D. Johnson NAPA Canada & HVPG/ UAP Inc. (Montreal, Canada) Alain Masse John Buckley Frank Pipito Pierre Rachiele Marie Claire Dupuis Marc Phillipe Beaudoin Simon Bourque Martin Brisebois Francois Cadoret Vinay Dhawan Thomas Hunt Eric Leveille Mark Miron Michel Pomerleau Simon Weller President Executive Vice President — Auto Parts Division Executive Vice President — Finance and Administration Executive Vice President — Heavy Vehicle Parts Division Senior Vice President — Human Resources Vice President — Product Management Heavy Vehicle Parts Division Vice President — Heavy Vehicle Operations Vice President — Accounting Vice President — Corporate Planning and Strategic Development Vice President — Information Systems Vice President — NAPA Product Development Vice President — Paint, Body and Equipment Vice President — Distribution and Logistics Vice President — NAPA Store Operations Vice President — NAPA Sales and Marketing Grupo Auto Todo (Puebla, Mexico) Juan Lujambio Virginia Garcia Iriarte Alfredo Quesnel Juan Quintal Manuel del Rio President and Chief Executive Officer Chief Financial Officer Chief Information Officer Vice President and General Manager NAPA Mexico General Manager Autotodo Mexicana GPC Asia Pacific (Melbourne, Australia) John L. Moller Rob Cameron Julian A. Buckley Marc Anderle Mark G. Brunton Wayne F. Bryant Gary T. Dunwell Aileen N. Hayes Cary D. Laverty Jonathon E. Maddren Lincoln P. McFayden Damion Newsome EIS, Inc. (Atlanta, GA) Larry L. Griffin Matthew C. Tyser Alexander Gonzalez Derek B. Goshay Ronald W. Harris Peter F. Sheehan Non Executive Chairman Managing Director and CEO Chief Financial Officer and Executive General Manager — Logistics Executive General Manager — Business Systems Executive General Manager — Automotive Specialist Group Executive General Manager — Automotive Parts Division Australia, Sales and Operations Executive General Manager — Automotive Parts Division Australia, Merchandising and Strategic Marketing Executive General Manager — Human Resources Executive General Manager — Legal and Commercial Executive General Manager — Automotive Parts Division New Zealand Executive General Manager — McLeod Accessories Executive General Manager — Ashdown Ingram President and Chief Executive Officer Executive Vice President and Chief Operating Officer Senior Vice President — Fabrication and Coating Senior Vice President — Human Resources Senior Vice President — Electrical and Electronic Senior Vice President — Genuine Wire and Cable Motion Industries (Birmingham, AL) Timothy P. Breen Randall P. Breaux Anthony G. Cefalu Gregory S. Cook Billy W. Hamilton Ellen H. Holladay Scott A. MacPherson Kevin P. Storer Mark R. Thompson Austin W. Amos Richard W. Burmester James F. Howe James Randazzo Gerald V. Sourbeer Randy R. Till Donald Bland Darryl J. Britain Frederick H. "Ted" Cowie Zahirudin K. Hameer M. Keith Knight N. Joe Limbaugh Douglas R. Osborne Brandon C. Scordino Mark A. Stoneburner J. Marvin Walker James F. Williams Michael D. Harper Dermot R. Strong President and Chief Executive Officer Senior Vice President — Marketing, Distribution and Purchasing Senior Vice President — Hose & Rubber, Shops and Service Centers Senior Vice President — Finance and CFO Senior Vice President — Human Resources Senior Vice President, Chief Information Officer and Operational Excellence Officer Senior Vice President — Sales and Acquisitions Senior Vice President — U.S. Operations and President-Motion Mexico Senior Vice President — Corporate Accounts, Government and Global Sourcing Senior Vice President & Group Executive — Midwest Senior Vice President & Group Executive — Southwest Senior Vice President & Group Executive — West Senior Vice President & Group Executive — Central Senior Vice President & Group Executive — Southeast Senior Vice President & Group Executive — East Vice President — Corporate Accounts Vice President — IT Infrastructure Vice President — Safety and Industrial Vice President — Inventory, Branch Support and Quality Vice President — Business Systems Vice President — Operations, Distribution Centers and Fleet Vice President — MI Services Vice President — Technology Planning and Integration Vice President — Corporate Accounts—Industry Segments Vice President — Finance Vice President — Corporate Purchasing and Supplier Relations Treasurer President — Motion Canada S. P. Richards Company (Atlanta, GA) Richard T. Toppin Steven E. Lynn James F. O'Brien E. Chadwick Lee Brian M. McGill Donald C. Mikolasy John R. "Jack" Reagan J. Phillip Welch, Jr. Bryan A. Wight Dennis J. Arnold John K. Burgess Dennis J. Flynn Paul D. Gatens A. Gaius Gough Manning N. Lomax Tom C. Maley Stephanie A. Moy Doug H. Sawyer Jason R. Smith James D. Starr Thomas M. Testa Richard "Rick" Weeks Chris F. Whiting Brad J. Zwigart Lester P. Christian Bryan T. Hall Gregory L. Nissen Ray J. Sreca Peter R. Dalglish President and Chief Executive Officer Executive Vice President — Global Procurement Executive Vice President — Operations Senior Vice President — Operations and Logistics Senior Vice President — Information Technology & CIO Senior Vice President — Sales Senior Vice President — Merchandising Senior Vice President — Finance and CFO Senior Vice President — Sales and Marketing Vice President — Furniture Vice President — Sales Vice President — Supply Chain Vice President — E-Commerce and Marketing Services Vice President — Sales Vice President — Emerging Products & Services Vice President — Business Development and Analytics Vice President — Strategic Pricing Vice President — Finance and Controller Vice President — Sales — Emerging Markets Vice President — Human Resources Vice President — Sales Vice President — Operational Excellence Vice President — Cleaning and Breakroom Supply Vice President — Logistics Vice President — Southeast Division Vice President — Central Division Vice President — Western Division Vice President — Northeast Division Managing Director — S. P. Richards Canada [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] ® FINANCIAL HISTORY 89 YEARS OF GROWTH $ INCOME BEFORE INCOME TAXES $ INCOME TAXES $ - NET INCOME $ TOTAL EQUITY END OF YEAR $ YEAR 1928 1929 1930 1931 1932 1933 1934 1935 1936 1937 1938 1939 1940 1941 1942 1943 1944 1945 1946 1947 1948 1949 1950 1951 1952 1953 1954 1955 1956 1957 1958 1959 1960 1961 1962 1963 1964 1965 1966 1967 1968 1969 1970 1971 1972 1973 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 NET SALES 75,129 227,978 339,732 402,463 482,525 629,751 904,580 1,035,477 1,299,185 1,520,199 1,858,252 3,180,241 3,928,342 6,109,724 6,592,707 8,205,316 10,084,893 11,355,633 19,237,291 18,531,472 20,729,280 19,845,875 24,447,042 26,244,669 28,468,962 29,731,105 30,744,504 34,073,288 41,325,377 48,140,313 56,504,293 71,581,580 75,010,726 80,533,146 90,248,450 96,651,445 120,313,692 171,545,228 175,132,785 204,893,008 245,443,798 303,455,677 340,036,395 387,138,252 450,500,768 501,189,438 572,833,282 678,353,280 846,192,692 942,958,756 1,148,632,000 1,337,468,000 1,431,713,000 1,584,642,000 1,936,524,000 2,068,231,000 2,303,594,000 2,332,544,000 2,394,072,000 2,606,246,000 2,941,963,000 3,161,198,000 3,319,394,000 3,434,642,000 3,668,814,000 4,384,294,000 4,858,415,000 5,261,904,000 5,697,592,000 5,981,224,000 6,587,576,000 7,950,822,000 8,369,857,000 8,220,668,000 8,258,927,000 8,449,300,000 9,097,267,000 9,783,050,000 10,457,942,000 10,843,195,000 11,015,263,000 10,057,512,000 11,207,589,000 12,458,877,000 13,013,868,000 14,077,843,000 15,341,647,000 15,280,044,000 15,339,713,000 -2,570 8,027 15,666 21,516 16,839 34,614 52,115 38,503 70,234 72,622 78,305 136,902 176,301 348,690 337,252 430,634 489,547 532,944 1,621,541 1,088,967 1,176,590 1,067,096 1,454,832 1,168,405 1,416,235 1,408,213 1,642,148 1,921,777 2,473,384 3,328,598 4,251,175 6,001,005 5,661,551 6,491,113 7,107,524 7,210,807 9,324,827 12,262,510 12,409,363 14,918,758 19,330,334 24,228,557 28,163,228 33,897,667 36,104,767 42,088,098 50,234,298 63,552,088 79,321,897 88,365,511 105,070,000 121,953,000 133,996,000 154,271,000 193,560,000 200,822,000 234,713,000 245,203,000 240,565,000 262,068,000 290,445,000 321,877,000 333,219,000 335,027,000 353,998,000 425,829,000 474,868,000 510,794,000 545,233,000 565,600,000 589,117,000 628,067,000 646,750,000 603,813,000* 605,736,000 571,743,000 635,919,000 709,064,000 770,916,000 816,745,000 768,468,000 644,165,000 761,783,000 890,806,000 1,018,932,000 1,044,304,000 1,117,739,000 1,123,681,000 1,074,340,000 599 1,158 1,857 2,787 6,160 10,159 7,140 13,187 17,647 18,185 27,320 50,505 149,020 204,234 260,084 310,082 323,302 650,060 429,045 438,498 420,175 636,275 601,386 744,330 736,190 864,331 1,020,148 1,309,667 1,752,800 2,261,582 3,165,042 2,988,000 3,481,000 3,795,000 3,850,000 4,620,000 5,890,000 6,030,000 7,272,000 10,362,000 13,240,000 14,600,000 16,966,000 18,200,000 21,280,000 25,408,000 32,650,000 40,538,000 44,918,000 53,429,000 58,808,000 64,545,000 74,471,000 92,552,000 97,188,000 115,046,000 118,962,000 119,013,000 113,776,000 109,072,000 122,389,000 126,623,000 127,350,000 134,210,000 166,961,000 186,320,000 201,626,000 215,157,000 223,203,000 233,323,000 250,445,000 261,427,000 238,236,000 218,101,000 240,367,000 271,630,000 295,511,000 310,406,000 293,051,000 244,590,000 286,272,000 325,690,000 370,891,000 359,345,000 406,453,000 418,009,000 387,100,000 242,289,000* -2,570 7,428 14,508 19,659 14,052 28,454 41,956 31,363 57,047 54,975 60,120 109,582 125,796 199,670 133,018 170,550 179,465 209,642 971,481 659,922 738,092 646,921 818,557 567,019 671,905 672,023 777,817 901,629 1,163,717 1,575,798 1,989,593 2,835,963 2,673,551 3,010,113 3,312,524 3,360,807 4,704,827 6,372,510 6,379,363 7,491,411 8,794,941 10,778,467 13,290,852 16,535,006 17,567,931 20,341,677 24,005,057 29,981,108 37,763,166 42,243,015 50,263,000 61,715,000 67,833,000 77,543,000 100,167,000 103,634,000 119,667,000 126,241,000 121,552,000 148,292,000 181,373,000 199,488,000 206,596,000 207,677,000 219,788,000 257,813,000 288,548,000 309,168,000 330,076,000 342,397,000 355,794,000 377,622,000 385,323,000 361,524,000* 367,500,000** 353,642,000** 395,552,000 437,434,000 475,405,000 506,339,000 475,417,000 399,575,000 475,511,000 565,116,000 648,041,000 684,959,000 711,286,000 705,672,000 687,240,000 38,756 49,837 60,591 78,097 90,187 109,025 149,176 171,238 185,119 240,140 358,621 476,750 623,521 738,536 859,449 1,032,182 1,202,955 1,415,974 2,379,001 3,029,334 4,005,910 4,372,831 4,966,086 5,325,561 5,647,553 6,022,077 6,449,894 7,001,523 7,815,241 8,969,272 10,807,320 13,285,215 14,967,697 17,142,687 19,213,273 21,189,880 29,268,289 45,565,926 47,308,163 55,679,256 63,649,275 77,437,679 85,290,945 95,476,147 108,053,465 121,548,638 137,156,965 163,092,941 206,861,402 233,641,292 275,127,000 320,706,000 359,889,000 410,689,000 581,915,000 636,218,000 701,113,000 729,231,000 758,493,000 760,256,000 863,159,000 971,764,000 1,033,100,000 1,126,718,000 1,235,366,000 1,445,263,000 1,526,165,000 1,650,882,000 1,732,054,000 1,859,468,000 2,053,332,000 2,177,517,000 2,260,806,000 2,345,123,000 2,130,009,000 2,312,283,000 2,544,377,000 2,693,957,000 2,549,991,000 2,716,716,000 2,324,332,000 2,629,372,000 2,802,714,000 2,792,819,000 3,008,179,000 3,358,768,000 3,312,364,000 3,159,242,000 3,207,356,000 SHAREHOLDER INFORMATION GENUINE PARTS COMPANY STOCK LISTING Genuine Parts Company’s common stock is traded on the New York Stock Exchange under the symbol “GPC”. STOCK TRANSFER AGENT, REGISTRAR OF STOCK, DIVIDEND DISBURSING AGENT AND OTHER SHAREHOLDER SERVICES Communications concerning share transfer requirements, duplicate mailings, direct deposit of dividends, lost certificates or dividend checks or change of address should be directed to the Company’s transfer agent via mail or the shareholder website provided at the bottom of this page. REGULAR MAIL COMPUTERSHARE P.O. BOX 30170 COLLEGE STATION, TX 77842-3170 OVERNIGHT COMPUTERSHARE 211 QUALITY CIRCLE, SUITE 210 COLLEGE STATION, TX 77845 ANNUAL MEETING OF SHAREHOLDERS The 2017 annual meeting of the shareholders of Genuine Parts Company will be held at the Executive Offices of the Company, 2999 Wildwood Parkway, Atlanta, Georgia at 10:00 a.m. on MONDAY, APRIL 24, 2017. DIVIDEND REINVESTMENT PLAN Shareholders can build their investments in Genuine Parts Company through a low-cost plan for automatically reinvesting dividends and by making optional cash purchases of the Company’s stock. For plan and enrollment information, write to the stock transfer agent listed or visit the plan website provided at the bottom of this page. INVESTOR RELATIONS Inquiries from security analysts and investment professionals should be directed to the Company’s investor relations contacts: Carol B. Yancey, Executive Vice President and Chief Financial Officer Sid Jones, Vice President - Investor Relations, at 678-934-5000. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP - Atlanta, Georgia OUTSIDE COUNSEL Alston & Bird LLP - Atlanta, Georgia EXECUTIVE OFFICES GENUINE PARTS COMPANY 2999 WILDWOOD PARKWAY ATLANTA, GEORGIA 30339 678-934-5000 Financial information as reported in the Company’s annual reports (includes discontinued operations) *Excludes facility consolidation and impairment charges **Excludes cumulative effect adjustment Dividend Reinvestment Plan and Enrollment Inquiries: www-us.computershare.com/investor/3x/plans/planslist.asp Shareholder Website: www.computershare.com/investor Shareholder Online Inquiries: www-us.computershare.com/investor/contact GENUINE PARTS COMPANY 2999 WILDWOOD PARKWAY ATLANTA , GA 30339 678-934-5000 WWW.GENPT.COM GENUINE PARTS COMPANY 2016 ANNUAL REPORT 

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