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Item 7. Management’s Discussion and Analysis

2021-02-19 compared with 2020-02-21 · 297 added, 186 removed, 191 unchanged (72% of the section changed)

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Risk Factors” of this Form 10-K.

This section of this Form 10-K generally discusses 2019 and 2018 results and year-to-year comparisons between 2019 and 2018 results.

Discussions of 2017 results and year-to-year comparisons between 2018 and 2017 results are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 .

Genuine Parts Company is a service organization engaged in the global distribution of automotive replacement parts, industrial parts and business products.

BUSINESS PRODUCTS GROUP

Effective June 30, 2020, the Company completed the divestiture of its Business Products Group by selling Supply Source Enterprises, Inc.

("SSE") and S.P.

Richards Company ("SPR") in separate transactions.

The Business Products Group was previously a reportable segment of the Company.

The results of operations, financial position and cash flows for the Business Products Group are reported as discontinued operations for all periods presented.

Further, as a result of the reclassification of the Business Products Group business to discontinued operations, the Company now has two segments:

the Automotive Group and the Industrial Parts Group.

Refer to the acquisitions, divestitures and discontinued operations footnote in the accompanying consolidated financial statements for more information.

COVID-19 PANDEMIC

The COVID-19 outbreak, which was declared a pandemic by the World Health Organization (“WHO”) on March 11, 2020, continues to evolve rapidly.

Our deepest and sincere thoughts go out to all affected by COVID-19, as well as the dedicated healthcare workers and first responders who are on the front lines for all our citizens.

Overall, our business segments continue to face many uncertainties.

The Company's operations are vulnerable to the reduced economic activity caused by the COVID-19 outbreak.

Many governments put in place temporary social distancing and shelter-in-place mandates in late March and early April of 2020 and, as a result, our business segments experienced slowing sales trends as we entered the second quarter.

Beginning in the second half of 2020, sales generally improved as markets reopened and governments eased restrictions.

The extent to which the COVID-19 pandemic impacts the Company will depend on numerous factors and future developments that we cannot predict, including the severity of the virus;

the occurrence of additional waves or spikes in infection rates;

the duration of the outbreak;

governmental, business or other actions taken in response to the pandemic and the efficacy of these actions, including partial or complete shutdowns, travel restrictions, and stay-at-home orders among other actions;

the effectiveness and distribution of COVID-19 vaccines;

and impacts on our supply chain, our ability to keep operating locations open, and on customer demand.

While the negative impact on our business operations cannot be reasonably estimated at this time, our teams are preparing for multiple scenarios to ensure we continue to protect our employees while also keeping our operations up and running to serve our customers.

During the first quarter of 2020 we created a dedicated COVID-19 taskforce and added enhanced protocols in response to COVID-19, including implementing many of the recommendations and requirements issued by the Centers for Disease Control and Prevention, WHO, and local, state and national health authorities, to protect our employees, customers, suppliers and communities.

As of December 31, 2020, substantially all operations are open for business.

Our supply chain partners have been very supportive, despite strain on the supply chain with respect to labor shortages and certain inventory shortages, delays in order fulfillment and increased backlogs, and they continue to do their part to help our service levels to our customers remain strong.

We remain in constant communication with our employees regarding changing conditions and protocol.

Based on the length and severity of COVID-19, we may experience continued volatility in customer demand and supply chain disruption.

We will continue to evaluate the nature and extent of these potential impacts to our business, consolidated results of operations, segment results, liquidity and capital resources.

KEY BUSINESS METRICS

We consider comparable sales to be a key business metric because management has evaluated its results of operations using this metric and we believe that this key indicator provides additional perspective and insights when analyzing the operating performance of the Company from period to period and trends in its historical operating results.

This metric should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this report.

Comparable Sales

Comparable sales refers to period-over-period comparisons of our net sales excluding the impact of acquisitions, divestitures and foreign currency.

The Company considers this metric useful to investors because it provides greater transparency into management’s view and assessment of the Company’s core ongoing operations.

This metric is widely used by analysts, investors and competitors in our industry, although our calculation of the metric may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate this metric in the same manner.

Genuine Parts Company is a service organization engaged in the global distribution of automotive and industrial replacement parts.

We have a long tradition of growth dating back to 1928, the year we were founded in Atlanta, Georgia.

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The Company's Automotive Parts Group operated in the U.S., Canada, France, the UK, Germany, Poland, the Netherlands, Belgium, Australia and New Zealand in 2020, and accounted for 66% of total revenues for the year.

Our Industrial Parts Group entered 2019 with operations in the U.S., Canada, Mexico, and expanded its operations into Australia, New Zealand, Indonesia and Singapore in July 2019 with the addition of the Inenco business.

The Industrial Parts Group accounted for 34% of the Company's total revenues in 2019 .

Our Business Products Group operated in the U.S.

and Canada in 2019 , although its Canadian operations were divested, effective January 1, 2020.

The Business Products Group accounted for 9% of total revenues in 2019 .

The Industrial Parts Group operated in the U.S., Canada, Mexico, Australia, New Zealand, Indonesia and Singapore, and accounted for 34% of the Company's total revenues in 2020.

At Genuine Parts Company, our mission is to be a world-class service organization and the employer of choice, supplier of choice, valued customer, good corporate citizen and investment of choice.

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The Company's strategy for top line revenue growth includes a combination of organic and acquisitive initiatives designed to outpace the industry, improve the market share in each of our business segments and position the Company for sustained long-term growth.

In 2019, this strategy led to 1.7% comparable sales growth and a 4.6% contribution from acquisitions.

Comparable store sales (also called organic sales or core sales) refer to period‑over‑period comparisons of our net sales excluding the impact of acquisitions, divestitures and foreign currency.

Our strategic initiatives also led us to divest of certain non-core businesses determined to be slower-growth and lower-margin operations.

These divestitures and the unfavorable impact of foreign currency partially offset our total sales growth for the year.

In 2020, in response to the COVID-19 pandemic, our business segments faced tremendous challenges and uncertainties.

Governments put in place temporary social distancing and shelter-in-place mandates in late March and early April of 2020 causing reduced economic activity globally.

Additionally, we limited merger and acquisition activity to select “bolt-on” acquisitions to preserve financial flexibility.

As markets reopened and governments eased restrictions sales results began to improve in the third and fourth quarter of 2020.

Although, we still face many uncertainties, we are encouraged by the current economic outlook and believe our Company is well-positioned to drive positive sales growth in 2021.

Operating Margins

The Company targets continuous operating margin improvement each year.

In 2019, the competitive dynamics across our businesses, as well as the continued cost pressures and the need to invest in a more productive and efficient cost structure led us to expand and accelerate our initiatives to improve the operating performance of the Company.

These efforts produced improved gross margins in 2019 and we believe created a path for significant cost savings in the years ahead.

In October of 2019, the Company approved and began to implement certain restructuring actions across its subsidiaries primarily targeted at simplifying organizational structures and distribution networks (the "2019 Cost Savings Plan").

The Company expects the 2019 Cost Savings Plan to result in $100 million in annualized operating expense reductions by allowing it to more effectively and efficiently manage its businesses.

Among other things, the 2019 Cost Savings Plan will result in workforce reductions and facility closures and consolidations.

The Company executed a voluntary retirement program ("VRP") for its U.S.

and Canadian subsidiaries in the fourth quarter of 2019 in connection with this plan.

The Company is well underway in executing the 2019 Cost Savings Plan.

In accordance with our 2019 Cost Savings Plan, we recognized permanent expense reductions of $150 million driven by transformative reductions in payroll and facility costs for the year ended December 31, 2020.

Additionally, we experienced lower costs in areas such as freight and delivery and legal and professional for the year.

We also executed on a number of additional savings initiatives in response to the impact of COVID-19, which contributed approximately $300 million in incremental, temporary savings in 2020 related to furloughs, reduced travel and other initiatives.

These efforts produced improved segment margins in 2020 and we believe created a path for a more efficient and productive cost structure in the years ahead.

Balance Sheet and Cash Flow

The Company is focused on maintaining a strong balance sheet and generating strong cash flows to support our growth initiatives.

In 2019, we deployed less total working capital and improved our working capital efficiency, or working capital as a percent of total revenues, to 8.0% .

The Company generated $892.0 million in cash from operations and also benefited from cash proceeds associated with the sale of certain non-core businesses in 2019, as noted before.

We utilized our cash for effective capital allocation.

Our working capital was a source of operating cash flow.

We also focused on having ample liquidity and we improved our debt position by entering into a new revolving credit facility and issuing $500 million of the Company's unsecured senior notes.

Additionally, we entered into an accounts receivable sales agreement (the "A/R Sales Agreement").

We believe these measures further strengthen our liquidity position moving into 2021.

The Company generated $2.0 billion in cash from operations and also benefited from cash proceeds associated with the sale of certain non-core businesses in 2020.

Capital Allocation

The Company's priorities for effective capital allocation have remained consistent for many years.

In 2019, we used cash for key investments in the form of capital expenditures and accretive acquisitions, as well as the return of capital to our shareholders via cash dividends and opportunistic share repurchases.

The Company's priorities for disciplined and effective capital allocation remain consistent with prior years.

In 2020, we used cash for key investments in the form of essential capital expenditures and small, bolt-on acquisitions, as well as the return of capital to our shareholders via cash dividends and opportunistic share repurchases.

We plan to continue to support the dividend, which we have increased for 64 consecutive years through 2020.

RESULTS OF OPERATIONS

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(In thousands, except per share data) 2020 2019 2018

Diluted net income per common share

Net sales $ 16,537,433 $ 17,522,234 $ 16,831,605

Gross margin $ 5,654,841 $ 5,859,683 $ 5,519,755

Net income from continuing operations $ 163,395 $ 646,475 $ 749,534

Diluted net income from continuing operations per common share $ 1.13 $ 4.42 $ 5.09

Consolidated net sales for the year ended December 31, 2020 totaled $16.5 billion, down 5.6% from 2019.

The decline in net sales is due to a 5.6% comparable sales decrease attributable primarily to decreased demand caused by COVID-19 and a 3.3% negative impact from divestitures.

These items were partially offset by a 3.0% positive impact from acquisitions.

Additionally, the favorable impact of foreign currency and other partially offset the decline in total sales by 0.3%.

Consolidated net sales for the year ended December 31, 2019 totaled $17.5 billion, up 4.1% from 2018.

2019 net sales included an approximate 4.6% contribution from acquisitions, net of store closures and an approximate 1.7% increase in core sales.

Net sales for 2019 included an approximate 5.1% contribution from acquisitions, net of store closures and an approximate 2.1% increase in core sales.

The Company's sale of certain non-core businesses determined to be slower-growth and lower-margin operations partially offset total sales by 1.6%.

Additionally, the unfavorable impact of foreign currency partially offset 2019 total sales by 1.5%.

The Company's core sales growth, which represents the Company's comparable sales, included both the increase in sales volume and product inflation.

The impact of product inflation varied by business segment in 2019 , with prices up approximately 2.4% in the U.S.

Automotive and Industrial segments and up approximately 3.0% in the Business Products segment.

The Company's comparable sales included both an increase in sales volume and product inflation.

The impact of product inflation varied by business segment in 2020, with prices flat in the Automotive segment and up 0.7% in our Industrial segment.

Due to the Company's global initiatives to grow revenues, we believe it is well positioned for sustainable long-term growth.

Automotive Group

Net sales for the Automotive Group (“Automotive”) were $11.0 billion in 2019 , a 4.4% increase from 2018 .

Net sales for the Automotive Group (“Automotive”) were $10.9 billion in 2020, a 1.2% decrease from 2019.

The decrease in sales consists of an approximate 4.4% decrease in comparable sales and a slight decrease related to divestitures.

This decrease was partially offset by a 2.7% contribution from acquisitions, and a 0.6% favorable impact of currency translation and other.

Foreign currency translation was positively impacted by our automotive businesses in Europe.

In 2020, total Automotive revenues were down approximately 1.6% in the first quarter, down 10.1% in the second quarter, up 6.0% in the third quarter and up 0.7% in the fourth quarter.

The positive growth in the second half of the year reflects a recovery from the decreased demand caused by COVID-19 in the first half of the year.

We remain optimistic that our Automotive sales trends will continue to show positive growth, but we are still operating in an environment of significant uncertainty due to the COVID-19 pandemic.

In our view, the underlying fundamentals in the automotive aftermarket, including trends related to the overall number and age of the vehicle population, as well as the continued increase in miles driven, remain supportive of sustained demand for automotive aftermarket maintenance and supply items across the markets we serve.

We expect these fundamentals and our ongoing sales initiatives to drive sales growth for the Automotive Group in 2021.

Net sales for the Automotive Group were $11.0 billion in 2019, a 4.4% increase from 2018.

The increase in sales consists of an approximate 5.0% contribution from acquisitions, a 2.3% comparable sales increase and a 2.3% negative impact of currency translation associated with our automotive businesses in Canada, Australasia, Europe and Mexico.

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Automotive sales were positively impacted by product inflation of 2.4% in the U.S.

In 2019 , total Automotive revenues were up approximately 2.3% in the first quarter, up 1.4% in the second quarter, up 5.3% in the third quarter and up 8.7% in the fourth quarter, with the higher third and fourth quarter increases due to the positive impact of various acquisitions.

In particular, we expanded our European footprint in June with the acquisition of PartsPoint Group in the Netherlands and Belgium.

Sound industry fundamentals and effective growth strategies drove organic growth of approximately 3% or more in the U.S., Canada and Australasia.

This was offset by core sales declines in our European operations, which faced several challenges in 2019 primarily related to regional economic and geopolitical concerns.

Our team in Europe worked throughout the year to navigate these challenges, resulting in improved sales trends in Europe in the last half of the year.

We expect these fundamentals and our ongoing sales initiatives to drive sales growth for the Automotive Group in 2020.

Industrial Parts Group

Net sales for the Industrial Parts Group (“Industrial”) were $6.5 billion in 2019 , up 3.6% from 2018 .

The increase in sales reflects an approximate 5.2% contribution from acquisitions and a 1.7% increase in comparable sales, offset by an approximate 3.1% decrease in net sales related to the sale of EIS, a non-core component of the industrial business due to its slower-growth and lower-margin profile.

Net sales for the Industrial Parts Group (“Industrial”) were $5.7 billion in 2020, down 13.0% from 2019.

The decrease in sales reflects an 8.4% decrease in comparable sales and an approximate 8.5% decrease in net sales related to the sale of EIS, a non-core component of the industrial business due to its slower-growth and lower-margin profile.

This decrease was slightly offset by an approximate 3.8% contribution from acquisitions.

Total Industrial sales were positively impacted by product inflation of 0.7%, as a portion of this increase was passed through to customers and is included in the comparable sales impact.

Industrial revenues were down approximately 7.7% in the first quarter of 2020, down 21.1% in the second quarter, down 18.6% in the third quarter and down 3.3% in the fourth quarter.

These quarterly results reflect the impact of several factors, including reduced demand as a result of the COVID-19 pandemic.

Beginning in the second half of 2020, however, the addition of three bolt-on acquisitions, among other initiatives, and strengthening industrial indicators such as the Purchasing Managers Index and Manufacturing Industrial Production led to improving conditions and sequentially stronger sales.

We are confident in our growth plans for 2021, both in North America and Australasia, and expect to experience a continued, gradual recovery in the industrial economy amid the current COVID-19 environment.

Net sales for the Industrial Parts Group were $6.5 billion in 2019, up 3.6% from 2018.

Total Industrial sales were positively impacted by product inflation of 2.4%, as a portion of this increase was passed through to customers and is included in the comparable sales increase.

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These quarterly results reflect the impact of several factors, including the slowing trend in the industrial economy throughout the course of the year, as evidenced by weakening economic indicators such as Manufacturing Industrial Production and the Purchasing Managers Index, among others.

In addition, the July acquisition of Inenco, one of Australasia's leading industrial distributors, and the sale of EIS on September 30, 2019, impacted the quarterly sales comparisons for the Industrial Group in 2019.

We are confident in our growth plans for 2020, both in North America and Australasia, but also expect to experience a relatively slow industrial economy through at least the first half of the year.

Business Products Group

Net sales for S.P.

Richards, our Business Products Group (“Business Products”), were $1.9 billion in 2019 , a decrease of 1.8% from 2018 .

The decrease in sales reflects the decline in core sales and was especially pronounced in the fourth quarter, which was significantly slower relative to the first three quarters of the year due to industry consolidation and incr eased competition.

Sales were up approximately 1.0% in the first quarter, down 1.1% in the second quarter, down 0.9% in the third quarter and down 6.3% in the fourth quarter of 2019 .

While the business products industry continues to face significant challenges, our strategy to diversify our traditional product offering into the large and growing Facilities, Breakroom and Safety Supplies ("FBS") category has partially offset these challenges.

On January 1, 2020, we divested of our Canadian operations in the Business Products Group to simplify our business model and focus on our U.S.

As we look ahead, we remain focused on our core growth initiatives and maximizing the growth prospects for our diversified business, but will also continue to evaluate all opportunities that may help us more effectively navigate the evolving industry dynamics in which this group competes.

In addition, the July 1, 2019 acquisition of Inenco (now referred to as Motion Asia Pacific), one of Australasia's leading industrial distributors, and the sale of EIS on September 30, 2019, impacted the quarterly sales comparisons for the Industrial Group in 2019.

Cost of Goods Sold

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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 $10.9 billion in 2020, a 6.7% decrease from $11.7 billion in 2019.

As a percentage of net sales, cost of goods sold was 65.8% in 2020, decreasing from 66.6% of net sales in 2019.

The decrease in cost of goods sold in 2020 reflects the favorable impact of business unit sales and product mix shifts, strategic category management initiatives in areas such as pricing and global sourcing, and the benefit of acquisitions and divestitures.

These items were slightly offset by reduced supplier incentives in 2020 compared to 2019.

During the quarter ended December 31, 2020, the Company recorded a $40 million increase to cost of goods sold due to the correction of an immaterial error related to the accounting in prior years for consideration received from vendors.

Refer to the quarterly financial data footnote within the notes to the consolidated financial statements for additional information.

Cost of goods sold was $11.7 billion in 2019, a 3.1% increase from $11.3 billion in 2018.

The increase in cost of goods sold in 2019 compares to a 3.5% total sales increase and is a positive reflection of our global supply chain initiatives, the lower cost of goods sold models at certain acquired companies such as PartsPoint and Inenco, and the sale of the lower margin EIS business.

The increase in cost of goods sold in 2019 compares to a 4.1% total sales increase and is a positive reflection of our global supply chain initiatives, the lower cost of goods sold models at certain acquired companies such as PartsPoint and Motion Asia Pacific, and the sale of the lower margin EIS business.

These items were slightly offset by relatively unchanged levels of supplier incentives in 2019 compared to 2018.

Cost of goods sold represented 67.4% of net sales in 2019 , decreasing from 68.1% of net sales in 2018 .

In 2019 and 2018 , each of the Company's business segments experienced vendor price increases.

In 2019, tariffs on certain goods sourced directly or indirectly from China were a contributing factor in the price increases for the automotive and business products segments.

Historically where we experience price increases, we are able to work with our customers to pass most of these increases along to them.

Cost of goods sold represented 67.2% of net sales in 2018.

Operating Expenses

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Additional costs in SG&A include our facilities, delivery, marketing, advertising, technology, digital, legal and professional costs.

SG&A of $4.4 billion in 2020 decreased by $0.2 billion or approximately 4.2% from 2019.

This represents 26.5% of net sales in 2020 compared to 26.1% of net sales in 2019.

The increase in SG&A expenses as a percent of net sales from the prior year reflects loss of leverage due to lower sales volume as a result of the COVID-19 pandemic, as well as the sale of EIS, which had a lower level of SG&A expenses relative to total sales.

This increase was partially offset by our continued efforts to execute on our growth initiatives to better leverage our expenses.

In addition, we are working towards a lower cost and highly effective infrastructure via steps to accelerate the integration of our acquisitions, investments to enhance our productivity and innovative strategies to unlock greater savings and efficiencies across our operations.

In accordance with our $100 million cost savings plan announced in late 2019, we achieved permanent expense reductions of approximately $150 million for the year ended December 31, 2020 driven by transformative reductions in payroll and facility costs.

Additionally, we have executed on a number of savings initiatives in response to the impact of COVID-19, which have contributed approximately $300 million in incremental, temporary savings related to furloughs, reduced travel and other initiatives for the year ended December 31, 2020.

SG&A of $4.6 billion in 2019 increased by $0.3 billion or approximately 7.9% from 2018.

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The increase in SG&A expenses from the prior year reflects a combination of factors, including the impact of increased sales for the year.

In addition, our expenses reflect the impact of higher cost and higher gross margin models at certain acquired businesses, including PartsPoint and Inenco, as well as the sale of EIS, which had a lower level of SG&A expenses relative to total sales.

In addition, our expenses reflect the impact of higher cost and higher gross margin models at certain acquired businesses, including PartsPoint and Motion Asia Pacific, as well as the sale of EIS, which had a lower level of SG&A expenses relative to total sales.

We also experienced rising costs in areas such as labor, freight and delivery, insurance, legal and professional and technology for the year, although our labor and freight costs trended more favorably in the fourth quarter.

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The increase in SG&A expenses as a percentage of net sales in 2019 relative to the prior year reflects the cost increases described above as well as the loss of leverage associated with the 2.1% comparable sales growth for the Company.

To improve on our SG&A expense levels, we continue to execute on our growth initiatives to better leverage our expenses.

Additionally, we are working towards a lower cost and highly effective infrastructure via steps to accelerate the integration of our acquisitions, investments to enhance our productivity and innovative strategies to unlock greater savings and efficiencies across our operations.

Through the 2019 Costs Savings Plan discussed above, the Company expects to reduce expenses by an annualized run-rate of $100 million by the end of 2020.

Depreciation and amortization expense was $272.8 million in 2020, an increase of approximately $15.6 million, or 6.1%, from 2019, due primarily to an increase in fixed assets acquired at the end of 2019 that began fully depreciating in 2020.

The provision for doubtful accounts was $23.6 million in 2020, a $9.7 million increase from 2019, due primarily to higher collectability risks associated with the COVID-19 pandemic.

We believe the Company is adequately reserved for bad debts and credit losses at December 31, 2020.

Depreciation and amortization expense was $257.3 million in 2019, an increase of approximately $29.7 million, or 13.0%, from 2018, due primarily to the impact of acquisitions and the increase in capital expenditures relative to the prior year.

The provision for doubtful accounts was $13.9 million in 2019, a $2.1 million decrease from 2018.

We believe the Company is adequately reserved for bad debts at December 31, 2019 .

In addition, the Company approved and began to implement the 2019 Cost Savings Plan discussed above, which resulted in the recognition of $112.2 million in restructuring costs that are accounted for as a component of operating expenses.

The restructuring costs are primarily associated with severance and other employee costs, including a voluntary retirement program, and facility and closure costs related to the consolidation of operations.

Refer to the restructuring footnote in the Notes to Consolidated Financial Statements for additional information.

For the year ended December 31, 2019, the Company recorded a goodwill impairment charge related to its Business Products Group totaling $82.0 million .

S everal factors that developed in the fourth quarter of 2019 led to this charge, including :

(i) greater uncertainty associated with long-term industry trends and the competitive environment and (ii) fourth quarter results, including segment profitability, that were below management expectations due primarily to a reduction in volume with certain national account customers .

Management concluded that no other assets were impaired .

Refer to the goodwill and other intangible assets footnote in the Notes to Consolidated Financial Statements for additional information.

If there are sustained declines in macroeconomic or business conditions in future periods affecting the projected earnings and cash flows at our reporting units, among other things, there can be no assurance that goodwill at one or more reporting units may not be impaired.

Nonetheless, as of December 31, 2019 , we believe the remaining goodwill on our consolidated balance sheet is recoverable at each respective reporting unit.

Goodwill Impairment

Due to several factors that coalesced in the second quarter of 2020 we performed an interim impairment test as of May 31, 2020 for our European reporting unit and recorded a goodwill impairment charge of $506.7 million.

These factors primarily resulted from the ongoing market volatility and uncertainty caused by the COVID-19 pandemic, which extended into the second quarter and impacted several critical impairment testing assumptions including weighted average cost of capital and market multiples, and near-term revenue and operating margin projections for the reporting unit.

Refer to the goodwill and

other intangible assets footnote within the notes to the consolidated financial statements for additional information.

If there are sustained declines in macroeconomic or business conditions in future periods, including as a result of the continued COVID-19 pandemic, affecting the projected earnings and cash flows at our reporting units, among other things, there can be no assurance that goodwill at one or more reporting units may not be impaired.

As of December 31, 2020, we determined that there were no indicators that goodwill was impaired at any of our reporting units.

Non-Operating Expenses and Income

Non-operating expenses included interest expense of $95.7 million in 2019 and $101.9 million in 2018 .

The $6.2 million decrease in interest expense in 2019 reflects the combination of the repayment of debt throughout the year and lower interest rates on certain variable interest debt instruments.

To offset potential rising interest rates, the Company has entered into interest hedge products to increase our fixed interest rate debt relative to total debt.

The Company recorded $42.8 million in special termination costs related to benefits provided through the Company's defined benefit plans to employees that accepted the VRP package as part of the Company's 2019 Cost Savings Plan.

Non-operating expenses included interest expense of $93.7 million in 2020, $95.6 million in 2019 and $101.8 million in 2018.

The decreases in interest expense of $1.9 million in 2020 and $6.2 million in 2019 reflect the combination of the repayment of debt and lower interest rates on certain variable interest debt instruments.

In 2019, the Company recorded $42.8 million in special termination costs related to benefits provided through the Company's defined benefit plans to employees that accepted the voluntary retirement program ("VRP") package as part of the Company's 2019 Cost Savings Plan.

Refer to the restructuring footnote in the Notes to Consolidated Financial Statements for additional information.

In “Other”, the net benefit of interest income, equity method investment income, investment dividends, noncontrolling interests and pension income in 2019 was $66.0 million , an approximate $1.8 million decrease from the prior year primarily driven by lower interest income.

Income Before Income Taxes

Income before income taxes was $830.3 million in 2019 , down 22.8% from 2018 .

As a percentage of net sales, income before income taxes was 4.3% in 2019 compared to 5.7% in 2018 .

Adjusted for certain costs noted above and presented in Non-GAAP Measures below, income before income taxes was relatively unchanged from the prior year at $1.1 billion and 5.7% of net sales.

Income before income taxes is used as the measure of segment profit for each business segment.

In “Other”, the net benefit of interest income, equity method investment income, investment dividends, noncontrolling interests and pension income in 2020 was $58.1 million, an approximate $28.6 million decrease from the prior year primarily driven by an immaterial loss on investment and changes in retirement plan valuation.

In 2019, the $25.3 million increase in income from 2018 was primarily driven by changes in retirement plan valuation.

Segment Profit

Segment profit is calculated as net sales less operating expenses excluding general corporate expenses, interest expense, equity in income from investees, intangible asset amortization, income attributable to noncontrolling interests and other unallocated amounts that are driven by corporate initiatives and adjusted in Non-GAAP Measures (as described further below).

Segment profit as a percent of revenues reflects the segment margin for each business segment.

Refer to the segment data footnote in the Notes to Consolidated Financial Statements for additional information.

Automotive Group

Automotive's segment profit increased 4.3% in 2020 from 2019 and segment profit margin was 8.0% in 2020 as compared to 7.6% in 2019.

The increase in segment profit margin reflects the strong operating results in North America and Australasia, driven by the positive impact of cost actions, which offset the 4.4% decrease in comparable sales for Automotive.

The Company's European automotive operations were the most challenged in 2020, although this business made significant progress during the year, with improved margins in both the third and fourth quarters.

To further improve Automotive's segment margin, this group will continue to execute on its growth plans and cost initiatives in 2021 and the years ahead.

Automotive's segment profit decreased 2.8% in 2019 from 2018 and segment margin was 7.6% in 2019 as compared to 8.1% in 2018.

The decrease in segment margin reflects the loss of expense leverage due to the 2.3% growth in comparable sales for Automotive, as this group requires approximately 3.0% comparable sales growth to leverage its fixed costs.

The decrease in segment margin reflects the loss of expense leverage due to the 2.3% growth in comparable sales for Automotive.

In addition, rising costs in several areas as described above negatively impacted Automotive's segment margin.

By geography, the Company's European automotive operations were most challenged in 2019 and primarily account for Automotive's decline in margin for the year.

To improve Automotive's segment margin, this group is focused on several initiatives to grow sales and has also enhanced its cost management initiatives to drive savings in 2020 and the years ahead.

Industrial Group

Industrial’s segment profit decreased 7.7% in 2020 from 2019 and segment profit margin was 8.5%, an increase from 8.0% in 2019.

The improvement in segment profit margin for this group primarily reflects the benefits of an improved gross margin, despite the reduced demand from the COVID-19 pandemic, and lower costs.

The Company believes that strengthening economic indicators such as Manufacturing Industrial Production and the Purchasing Managers Index combined with effective growth initiatives and cost actions position the Industrial Group for further growth in 2021.

Industrial’s segment profit increased 7.1% in 2019 from 2018 and segment margin was 8.0%, an increase from 7.7% in 2018.

The improvement in segment margin for this group primarily reflects the benefit of improved gross margins, despite the slowing sales trend during the year and 1.7% comparable sales growth.

2019 was a transformative year for Industrial, given the the addition of Inenco in Australasia and sale of EIS.

The Company believes that the Industrial Group is well-positioned for further growth in 2020.

Business Products Group

Business Product's segment profit was down 12.4% in 2019 from 2018 and segment margin decreased to 4.1% from 4.6% .

The decrease in segment margin primarily reflects the pressures associated with rising costs and the deleveraging of expenses due to the decrease in sales for this group caused by industry consolidation and incr eased competition.

Nonetheless, t he Business Products Group enters 2020 focused on its core growth initiatives, the further diversification of its business and the ongoing evaluation of options for new and enhanced opportunities to maximize the growth prospects for this business.

2019 was a transformative year for Industrial, given the addition of Motion Asia Pacific in Australasia and sale of EIS.

The effective income tax rate of 56.9% in 2020 increased from 24.8% in 2019.

The increase in rate is primarily due to a non-deductible goodwill impairment charge and other one-time costs incurred during the year.

The effective income tax rate of 24.8% in 2019 increased from 24.6% in 2018.

The increase in rate is primarily due to geographic income tax rate mix shifts and the impact of one-time transaction and other costs, as well as changes in the realizability of future tax benefit adjustments recorded in the comparable periods.

Net income was $621.1 million in 2019 , a decrease of 23.4% from $810.5 million in 2018 .

On a per share diluted basis, net income was $4.24 in 2019 , down 22.9% compared to $5.50 in 2018 .

Net income was 3.2% of net sales in 2019 compared to 4.3% of net sales in 2018 .

Adjusted net income was $833.2 million in 2019 , down 0.3% from adjusted net income in 2018 .

On a per share diluted basis, adjusted net income was $5.69 , a 0.2% increase compared to adjusted diluted net income per share of $5.68 in 2018 .

Adjusted net income and adjusted diluted net income per share, both Non-GAAP measures, in 2019 and 2018 exclude those items noted above.

See "Non-GAAP Measures" below for more information and for a reconciliation to GAAP.

Non-GAAP Measures

The following table sets forth a reconciliation of net income and diluted net income per common share to adjusted net income and adjusted diluted net income per common share to account for the impact of adjustments.

The Company believes that the presentation of adjusted net income and adjusted diluted net income per common share, which are not calculated in accordance with GAAP, when considered together with the corresponding GAAP financial measures and the reconciliations to those measures, provide meaningful supplemental information to both management and investors that is indicative of the Company's core operations.

Net Income from Continuing Operations

Net income from continuing operations was $163.4 million in 2020, a decrease of 74.7% from $646.5 million in 2019.

On a per share diluted basis, net income from continuing operations was $1.13 in 2020, down 74.4% compared to $4.42 in

Net income from continuing operations was 1.0% of net sales in 2020 compared to 3.7% of net sales in 2019.

Net income from continuing operations was $646.5 million in 2019, a decrease of 13.7% from $749.5 million in 2018.

On a per share diluted basis, net income from continuing operations was $4.42 in 2019, down 13.2% compared to $5.09 in 2018.

Net income from continuing operations was 3.7% of net sales in 2019 compared to 4.5% of net sales in 2018.

During the years ended December 31, 2020, 2019 and 2018, the Company incurred $634.5 million, $170.1 million and $34.9 million, respectively, of adjustments.

In 2020, these adjustments include a goodwill impairment charge related to our European reporting unit, restructuring costs, an inventory adjustment, realized currency losses, and transaction and other costs and income.

Transaction and other costs in 2020 primarily include incremental costs associated with certain divestitures and COVID-19, slightly offset by income from the SPR Fire insurance proceeds.

In 2019 and 2018, these transaction and other costs primarily reflect costs related to acquisitions and divestitures.

Refer to the acquisitions, divestitures and discontinued operations footnote, commitments and contingencies footnote, and quarterly financial data footnote in the notes to the consolidated financial statements for more information.

Adjusted net income from continuing operations was $765.0 million in 2020, down 1.5% from adjusted net income from continuing operations in 2019.

On a per share diluted basis, adjusted net income from continuing operations was $5.27, a 0.8% decrease compared to adjusted net income per diluted share from continuing operations of $5.31 in 2019.

Adjusted net income from continuing operations was $776.8 million in 2019, up 0.3% from adjusted net income from continuing operations in 2018.

On a per share diluted basis, adjusted net income from continuing operations was $5.31 in 2019, a 1.0% increase compared to adjusted net income per diluted share from continuing operations of $5.26 in 2018.

Adjusted net income from continuing operations and adjusted net income per diluted share from continuing operations, both Non-GAAP measures, in 2020, 2019 and 2018 exclude those items noted above (see table below for reconciliations to the most directly comparable GAAP measures).

Certain Information Regarding Non-GAAP Financial Measures

The following table sets forth a reconciliation of net income from continuing operations and diluted net income from continuing operations per common share to adjusted net income from continuing operations and adjusted diluted net income from continuing operations per common share to account for the impact of adjustments.

The Company believes that the presentation of adjusted net income from continuing operations and adjusted diluted net income from continuing operations per common share, which are not calculated in accordance with GAAP, when considered together with the corresponding GAAP financial measures and the reconciliations to those measures, provide meaningful supplemental information to both management and investors that is indicative of the Company's core operations.

The Company considers these metrics useful to investors because they provide greater transparency into management’s view and assessment of the Company’s ongoing operating performance by removing items management believes are not representative of our continuing operations and may distort our longer-term operating trends.

We believe these measures to be useful to enhance the comparability of our results from period to period and with our competitors, as well as to show ongoing results from operations distinct from items that are infrequent or not associated with the Company’s core operations.

does not, nor does it suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information.

The Company does not, nor does it suggest investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, GAAP financial information.

Year Ended December 31,

(In thousands, except per share data)

GAAP net income

Diluted net income per common share

(In thousands) 2020 2019 2018

GAAP net income from continuing operations $ 163,395 $ 646,475 $ 749,534

Goodwill impairment charge (1) 506,721 — —

Restructuring (2) 50,019 142,780 —

Realized currency losses (3) 11,356 34,701 —

Gain on insurance proceeds related to SPR Fire (4) (13,448) — —

Gain on equity investment (5) — (38,663) —

Inventory adjustment (6) 40,000 — —

Transaction and other costs (7) 39,817 31,254 34,930

Total adjustments 634,465 170,072 34,930

Tax impact of adjustments (32,822) (39,704) (10,170)

Adjusted net income from continuing operations $ 765,038 $ 776,843 $ 774,294

The table below represents amounts per common share assuming dilution:

Year Ended December 31,

(in thousands, except per share data) 2020 2019 2018

GAAP net income from continuing operations $ 1.13 $ 4.42 $ 5.09

Goodwill impairment charge (1) 3.49 — —

Realized currency and other divestiture losses (3)

Termination fee (4)

Restructuring (2) 0.34 0.98 —

Realized currency losses (3) 0.08 0.24 —

Gain on insurance proceeds related to SPR Fire (4) (0.09) — —

Gain on equity investment (5) — (0.26) —

Inventory adjustment (6) 0.28 — —

Transaction and other costs (7) 0.27 0.20 0.24

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Tax impact of adjustments (0.23) (0.27) (0.07)

Adjusted net income

Adjusted diluted net income per common share

Adjusted net income from continuing operations $ 5.27 $ 5.31 $ 5.26

Weighted average common shares outstanding - assuming dilution 145,115 146,417 147,241

The table below clarifies where the adjusted items are presented in the consolidated statement of income:

Year Ended December 31,

(in thousands) 2020 2019 2018

Cost of goods sold

$ 53,495 $ 9,608 $ 5,779

Selling, administrative and other expenses 10,094 23,768 29,151

Restructuring costs

50,019 100,023 —

Goodwill impairment charge

Non-operating expenses (income):

Special termination costs — 42,757 —

Non-operating expenses (income):

14,136 (6,084) —

Total adjustments

$ 634,465 $ 170,072 $ 34,930

(1) Adjustment reflects a second quarter goodwill impairment charge related to our European reporting unit.

(2) Adjustment reflects restructuring and special termination costs related to the 2019 Cost Savings Plan announced in the fourth quarter of 2019.

The costs are primarily associated with severance and other employee costs, including a voluntary retirement program, and facility and closure costs related to the consolidation of operations.

(2) Adjustment reflects a fourth quarter goodwill impairment charge related to our Business Products reporting unit.

(3) Adjustment reflects realized currency and other divestitures losses primarily related to the sale of EIS and Grupo AutoTodo.

(4) Adjustment reflects a termination fee received in the third quarter of 2018 related to the attempted Business Products Group spin-off .

(5) Adjustment relates to the gain recognized upon remeasuring the Company's preexisting 35% equity investment to fair value upon acquiring the remaining equity of Inenco on July 1, 2019.

(6) Adjustment reflects transaction and other costs related to acquisitions and divestitures in 2019.

(3) Adjustment reflects realized currency losses related to divestitures.

(4) Adjustment reflects insurance recoveries in excess of losses incurred on inventory, property, plant and equipment and other fire-related costs related to the S.P.

Richards Headquarters and Distribution Center.

(5) Adjustment relates to the gain recognized upon remeasuring the Company's preexisting 35% equity investment to fair value upon acquiring the remaining equity of Motion Asia Pacific on July 1, 2019.

(6) Adjustment reflects a $40 million increase to cost of goods sold recorded during the quarter ended December 31, 2020 due to the correction of an immaterial error related to the accounting in prior years for consideration received from vendors.

(7) Adjustment includes a $17 million loss on investment, $10 million of incremental costs associated with COVID-19, and costs associated with certain divestitures.

COVID-19 related costs include incremental costs incurred relating to fees to cancel marketing events and increased cleaning and sanitization materials, among other things.

For the twelve months ended December 31, 2019 and December 31, 2018, adjustments reflect transaction and other costs related to acquisitions and divestitures.

FINANCIAL CONDITION

The Company’s cash balance of $990.2 million at December 31, 2020 compares to cash of $277.0 million at December 31, 2019, as discussed further below.

For the year ended December 31, 2019 , the Company used $724.7 million for acquisitions and other investing activities, $438.9 million for dividends paid to the Company’s shareholders, and $297.9 million for investments in the Company via capital expenditures.

For the year ended December 31, 2020, the Company used $895.0 million to pay down debt (net of proceeds).

This was primarily used to pay down the term loan A facility.

Additionally the Company used

$453.3 million for dividends paid to the Company’s shareholders, $153.5 million for investments in the Company via capital expenditures and $69.2 million for acquisitions and other investing activities.

These items were offset by the Company’s earnings and net cash provided by operating activities.

Accounts receivable decreased $883.3 million, or 36.2%, from December 31, 2019 primarily due to entering into the A/R Sales Agreement.

Inventory increased $62.4 million, or 1.8% from December 31, 2019, but was down 1.3% excluding the impact of foreign currency.

Accounts payable increased $180.1 million, or 4.6% from December 31, 2019 partly due to extended payment terms with certain suppliers.

Total debt of $2.7 billion at December 31, 2020 decreased $0.7 billion, or 21.9%, from December 31, 2019 primarily due to the extinguishment of the term loan A facility.

We continue to negotiate extended payment dates with our suppliers.

Our current payment terms with the majority of our suppliers range from 30 to 360 days.

Several global financial institutions offer voluntary supply chain finance ("SCF") programs which enable our suppliers (generally those that grant extended terms), at their sole discretion, to sell their receivables from the Company to these financial institutions on a non-recourse basis at a rate that takes advantage of our credit rating and may be beneficial to them.

The SCF program is primarily available to suppliers of goods and services included in cost of goods sold in our consolidated statements of comprehensive income.

The Company and our suppliers agree on commercial terms for the goods and services we procure, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the SCF program.

The suppliers sell goods or services, as applicable, to the Company and they issue the associated invoices to the Company based on the agreed-upon contractual terms.

Then, if they are participating in the SCF program, our suppliers, at their sole discretion, determine which invoices, if any, they want to sell to the financial institutions.

In turn, we direct payment to the financial institutions, rather than the suppliers, for the invoices sold to the financial institutions.

No guarantees are provided by the Company or any of our subsidiaries on third-party performance under the SCF program;

however, the Company guarantees the payment by our subsidiaries to the financial institutions participating in the SCF program for the applicable invoices.

We have no economic interest in a supplier’s decision to participate in the SCF program, and we have no direct financial relationship with the financial institutions, as it relates to the SCF program.

Accordingly, amounts due to our suppliers that elected to participate in the SCF program are included in the line item accounts payable in our consolidated balance sheets.

All activity related to amounts due to suppliers that elected to participate in the SCF program is reflected in cash flows from operating activities in our consolidated statement of cash flows.

We have been informed by the financial institutions that as of December 31, 2020 and 2019, suppliers elected to sell $1.8 billion and $1.8 billion, respectively, of our outstanding payment obligations to the financial institutions.

The amount settled through the SCF program was $2.6 billion for the year ended December 31, 2020.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s sources of capital consist primarily of cash flows from operations, supplemented as necessary by private issuances of debt and bank borrowings.

Currently, we believe that our cash on hand and available short-term and long-term sources of capital are sufficient to fund the Company’s operations, including working capital requirements, scheduled debt payments, interest payments, capital expenditures, benefit plan contributions, income tax obligations, dividends, share repurchases and contemplated acquisitions.

The ratio of current assets to current liabilities was 1.24 to 1 at December 31, 2019 and 1.28 to 1 at 2018 , and our liquidity position remains solid.

We continue to negotiate extended payment dates with our vendors.

Certain vendors participate in financing arrangements with financial institutions that allow the vendors to receive payment earlier while we pay the financial institution based on the underlying vendor invoice amounts and due dates.

The Company’s total debt outstanding at December 31, 2019 increased by $282.8 million or 9.0% from December 31, 2018 , due primarily to additional private placement debt to fund various acquisitions.

The Company’s sources of capital consist primarily of cash flows from operations, supplemented as necessary by private and public issuances of debt and bank borrowings.

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 in both the short and long term, including working capital requirements, scheduled debt payments, interest payments, capital expenditures, benefit plan contributions, income tax obligations, dividends, share repurchases and contemplated acquisitions.

The ratio of current assets to current liabilities was 1.21 to 1 at December 31, 2020 and 1.17 to 1 at 2019, and our liquidity position remains strong.

The Company’s total debt outstanding at December 31, 2020 decreased by $749.0 million or 21.9% from December 31, 2019, primarily due to the extinguishment of our term loan A facility.

Sources and Uses of Cash

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Year Ended December 31,

(In thousands)

(In thousands) 2020 2019 $ Change % Change

Operating activities $ 2,014,522 $ 832,519 $ 1,182,003 142.0 %

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Financing activities $ (1,513,765) $ (385,962) $ (1,127,803) 292.2 %

Year Ended December 31,

(In thousands) 2019 2018 $ Change % Change

Operating activities $ 832,519 $ 1,056,722 $ (224,203) (21.2) %

The Company continues to generate cash, and in 2019 net cash provided by operating activities totaled $892.0 million , a $253.2 million , or 22.1% , decrease from 2018 .

Investing activities $ (543,595) $ (469,938) $ (73,657) 15.7 %

Financing activities $ (385,962) $ (608,830) $ 222,868 (36.6) %

Operating Activities

The Company continues to generate cash, and in 2020 net cash provided by operating activities totaled $2.0 billion, a $1.2 billion, or 142.0%, increase from 2019.

The increase in cash provided by operating activities was primarily driven by the effective management of working capital, including the entry into an A/R Sales Agreement to sell receivables that provided an $800 million benefit to operating cash flows.

In 2019 net cash provided by operating activities totaled $0.8 billion, a $0.2 billion, or 21.2%, decrease from 2018.

The decrease in cash provided by operating activities was primarily due to the change in working capital in 2019 as compared to 2018, as the Company's increase in accounts payable was less than in the prior year.

Investing Activities

Net cash provided by investing activities was $182.8 million in 2020 compared to net cash used of $543.6 million in 2019, a $726.4 million, or 133.6%, decrease.

In 2020, net cash provided by investing activities included $387.4 million in proceeds from the divestiture of the Business Products Group and $18.1 million in proceeds from the sale of property, plant and equipment.

These proceeds were partially offset by capital expenditures of $153.5 million, a decrease of $124.4 million, or 44.8%, from the prior year, and $69.2 million used for acquisitions of businesses and other investing activities, a decrease of $655.5 million, or 90.5%, from 2019.

As part of our actions to preserve liquidity as a result of the COVID-19 pandemic, we significantly reduced our planned capital expenditures during 2020 from our original estimate of $300 million for the year.

We estimate that cash used for capital expenditures in 2021 will be in the range of $275 million to $325 million.

Net cash used in investing activities was $543.6 million in 2019 compared to $469.9 million in 2018, a $73.7 million, or 15.7%, increase.

In 2019, net cash used in investing activities included $724.7 million used for acquisitions of businesses and other investing activities, an increase of $466.9 million, or 181.1%, from 2018, and capital expenditures of $277.9 million, an increase of $51.4 million, or 22.7%, from the prior year.

Capital expenditures were in-line with our original estimate of $300 million for the year, and we estimate that cash used for capital expenditures in 2020 will be in the range of $300 million to $330 million.

The Company received $434.6 million in proceeds for the divestiture of businesses during the year and $24.8 million in proceeds from the sale of property, plant and equipment.

These items partially offset the net cash used in investing activities described above.

This increase was mostly offset by $434.6 million in proceeds for the divestiture of businesses during the year and $24.4 million in proceeds from the sale of property, plant and equipment.

Financing Activities

Net cash used in financing activities in 2020 totaled $1.5 billion, an increase of $1.1 billion, or 292.2%, from the $386.0 million in cash used in financing activities in 2019.

The increase is primarily driven by the extinguishment of the term loan A facility in 2020.

For the years presented, the Company's financing activities also included the use of cash for dividends paid to shareholders and repurchases of the Company’s common stock.

The Company paid dividends to shareholders of $453.3 million during 2020.

During 2020, the Company repurchased $96.2 million, of the Company’s common stock.

The Company expects this trend of increasing dividends to continue in the foreseeable future.

We also expect to remain active in our share repurchase program, but the amount and value of shares repurchased will vary and is at the discretion of the Company's board of directors.

Net cash used in financing activities in 2019 totaled $386.0 million, a decrease of $222.9 million, or 36.6%, from the $608.8 million in cash used in financing activities in 2018.

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The Company paid dividends to shareholders of $438.9 million and $416.0 million during 2019 and 2018, respectively.

The Company expects this trend of increasing dividends to continue in the foreseeable future.

During 2019 and 2018, the Company repurchased $74.2 million and $92.0 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 and is at the discretion of the Company's board of directors.

Notes and Other Borrowings

The Company maintains a $2.6 billion multi-currency Syndicated Facility Agreement (the "Syndicated Facility") with a consortium of financial institutions, which matures in October 2022 and bears interest at London Inter-bank Offered Rate ("LIBOR") plus a margin, which is based on the Company’s debt to earnings before interest, tax, depreciation and amortization ("EBITDA") ratio.

The Company also has the option to increase the borrowing capacity up to an additional $1 billion, as well as an option to decrease the borrowing capacity or terminate the facility with appropriate notice.

At December 31, 2019 , approximately $1.4 billion was outstanding under this line of credit.

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 $64 million outstanding at December 31, 2019 and 2018 , respectively.

We have taken actions and will continue to take actions, as necessary, intended to preserve financial flexibility in light of current uncertainty in the global markets resulting from COVID-19.

These actions have included the previously negotiated covenant amendments to our credit arrangements due to macro uncertainty and evaluating alternative forms of liquidity to enhance credit capacity, reducing our capital expenditures (specifically deferring our growth related capital spending) and limiting merger and acquisition activity to select “bolt-on” acquisitions.

Additionally, we took precautionary measures in 2020 to conserve liquidity including, but not limited to, reducing our inventory levels and managing replenishment volumes to adjust to the changing levels of market demand.

To the extent available, we are also delaying tax payments as allowed by governmental authorities.

We have a low level of capital expenditures related to maintenance items, which provides the flexibility to modify spending as needed to further preserve funds.

We believe that we have sufficient liquidity to manage through the current market conditions caused by COVID-19.

We ended the year with $2.9 billion of total liquidity (comprising $1.9 billion availability on the revolving credit facility and $1.0 billion of cash and cash equivalents).

From time to time, the Company may enter into other credit facilities or financing arrangements to provide additional liquidity and to manage against foreign currency risk.

The Company currently believes that the existing lines of credit and cash generated from operations will be sufficient to fund anticipated operations for the foreseeable future.

On May 1, 2020, the Company entered into an amendment to each of the Amended and Restated Syndicated Credit Facility Agreement (the "October 30, 2017 Syndicated Facility") and the Notes Purchase Agreement, each dated as of October

30, 2017, to provide additional covenant flexibility on account of the COVID-19 pandemic.

In consideration of the increased covenant flexibility, the Company agreed to certain interest rate increases under these facilities which expire on March 31, 2021.

On May 29, 2020, we entered into the A/R Sales Agreement to sell approximately $500 million of short-term receivables from certain customer trade accounts to an unaffiliated financial institution.

The A/R Sales Agreement has a one year term, which the Company intends to renew each year.

On October 29, 2020, the Company transferred ownership and control of an additional $300 million in receivables under the A/R Sales Agreement bringing the total to $800 million.

The terms of the A/R Sales Agreement limit the balance of receivables sold to approximately $800 million at any point in time.

On October 27, 2020, the Company issued $500,000 aggregate principal amount of unsecured 1.875% Senior Notes due 2030 at a price to the public of 99.069% of their face value with U.S.

Bank National Association as trustee.

Interest on the 1.875% Senior Notes due 2030 is payable semi-annually on May 1 and November 1 of each year, which begins on May 1, 2021, and is computed on the basis of a 360-day year.

On October 30, 2020, the term loan A was extinguished in connection with the issuance of these senior notes.

On October 30, 2020, the Company entered into a new $1.5 billion Syndicated Facility Agreement (the "October 30, 2020 Syndicated Facility").

Borrowings under the October 30, 2020 Syndicated Facility bear interest at a rate of London Inter-bank Offered Rate ("LIBOR") (or a similar index for foreign currency borrowings) plus a margin, which is based on the Company’s debt rating, with a LIBOR floor of 0.50%.

The Company also has the option to increase the borrowing capacity up to an additional $750 million, as well as an option to decrease the borrowing capacity or terminate the facility with appropriate notice.

The October 30, 2020 Syndicated Facility matures in October 2025.

Simultaneously with the entry into the October 30, 2020 Syndicated Facility, the Company terminated and paid in full all outstanding indebtedness under the October 30, 2017 Syndicated Facility and repaid the existing term loan A facility.

At December 31, 2020, approximately $1.5 billion was available under this line of credit.

Due to the workers’ compensation and insurance reserve requirements in certain states, the Company also had unused letters of credit of approximately $69.9 million outstanding at December 31, 2020.

Our unused letters of credit expire within one year, but have automatic renewal clauses.

At December 31, 2020, the Company had unsecured Senior Notes outstanding of $2.1 billion.

These borrowings contain covenants related to a maximum debt to EBITDA ratio and certain limitations on additional borrowings.

At December 31, 2019 , the Company was in compliance with all such covenants.

The weighted average interest rate on the Company’s total outstanding borrowings was approximately 2.65% at December 31, 2020 and 2.18% at December 31, 2019.

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Refer to the credit facilities footnote the Consolidated Financial Statements for more information.

At December 31, 2020, the Company was in compliance with the covenants under its October 30, 2020 Syndicated Facility and its outstanding unsecured Senior Notes.

Any failure to comply with our debt covenants or restrictions could result in a default under our financing arrangements or could require us to obtain waivers from our lenders for failure to comply with these restrictions.

The occurrence of a default that remains uncured or the inability to secure a necessary consent or waiver could create cross defaults under other debt arrangements and have a material adverse effect on our business, financial condition, results of operations and cash flows.

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, 2019 :

Contractual Obligations

The following table summarizes our material cash requirements at December 31, 2020 that we expect to be paid in cash.

The table does not include amounts that are contingent on events or other factors that are uncertain or unknown at this time, including legal contingencies and uncertain tax positions.

The amounts presented are based on various estimates and actual results may vary from the amounts presented.

Payment Due by Period

(In thousands)

(In thousands) Total Less Than 1 Year 1-3 Years 3-5 Years Over 5 Years

Credit facilities $ 2,690,863 $ 162,429 $ 251,573 $ 395,906 $ 1,880,955

Operating leases 1,132,539 295,841 440,660 209,903 186,135

Total contractual cash obligations

Due to the uncertainty of the timing of future cash flows associated with the Company’s unrecognized tax benefits at December 31, 2019 , the Company is unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities.

Therefore, $18.0 million of unrecognized tax benefits have been excluded from the contractual obligations table above.

Refer to the income taxes footnote in the Notes to Consolidated Financial Statements for a discussion on income taxes.

Total material cash requirements $ 3,823,402 $ 458,270 $ 692,233 $ 605,809 $ 2,067,090

Purchase orders or contracts for the purchase of inventory and other goods and services are not included in our estimates.

We are not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as purchase orders may represent authorizations to purchase rather than binding agreements.

We are not able to determine the aggregate amount of such purchase orders that represent contractual cash requirement, as purchase orders may represent authorizations to purchase rather than binding agreements.

Our purchase orders are based on our current distribution needs and are fulfilled by our vendors within short time horizons.

The Company does not have significant agreements for the purchase of inventory or other goods specifying minimum quantities or set prices that exceed our expected requirements.

The Company guarantees the borrowings of certain independently owned automotive parts stores (independents) and certain other affiliates in which the Company has a noncontrolling equity ownership interest (affiliates).

Additionally, 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.

At December 31, 2020, the total borrowings of the independents and affiliates subject to guarantee by the Company were approximately $884.7 million.

These loans generally mature over periods from one to six years.

Our amount of commitment expiring in 2021 is approximately $420.7 million.

To date, the Company has had no significant losses in connection with guarantees of independents’ and affiliates’ borrowings.

The following table shows the Company’s approximate commercial commitments as of December 31, 2019 :

Other Commercial Commitments

Amount of Commitment Expiration per Period

(In thousands)

Total Amounts

Standby letters of credit

Guaranteed borrowings of independents and affiliates

Total commercial commitments

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 2019 were $15.8 million .

We expect to make $6.9 million in cash contributions to our qualified defined benefit plans in 2020, however, contributions required for 2020 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 2020, the Company repurchased approximately 1.1 million shares of its common stock and the Company had remaining authority to purchase approximately 14.5 million shares of its common stock at December 31, 2020.

There were no other repurchase plans announced as of December 31, 2020.

CRITICAL ACCOUNTING POLICIES

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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.

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 preparation of the consolidated financial statements.

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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.

The Company estimates an allowance for doubtful accounts as a percentage of net sales based on various factors, including historical experience, current economic conditions and expected future credit losses and collectability trends.

The Company 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.

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Based upon this cash flow matching analysis, we selected a weighted average discount rate for the plans of 2.7% at December 31, 2020.

Effective December 31, 2013, our defined benefit pension plans was amended to freeze benefit plan accruals for participants and provide for immediate vesting of accrued benefits.

Net periodic benefit income for our defined benefit pension plans was $18.0 million, $16.2 million, and $15.8 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The income associated with the pension plans in 2019 , 2018 and 2017 reflects the impact of the hard freeze effective December 31, 2013.

No further benefits were provided after this date for additional credited service or earnings and all participants became fully vested as of December 31, 2013.

The income associated with the pension plans in 2020, 2019 and 2018 reflects the impact of the freeze.

Refer to the employee benefit plans footnote of the Notes to Consolidated Financial Statements for more information regarding employee benefit plans.

8 unchanged sentences

If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, the Company could record impairment charges.

In addition, the Company has estimated the economic lives of certain acquired tangible and intangible assets and these lives are used to calculate depreciation and amortization expense.

In addition, the Company has estimated the economic lives of certain acquired tangible and intangible assets and these lives are used to

calculate depreciation and amortization expense.

If the Company's estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset could be impaired.

Legal and Product Liabilities

The Company accrues for potential losses related to legal disputes, litigation, product liabilities, and regulatory matters when it is probable (more likely than not) that the Company will incur a loss and the amount of the loss can be reasonably estimated.

The Company accrues for potential losses related to legal disputes, litigation, product liabilities, and regulatory matters when it is probable (the future event or events are likely to occur) that the Company will incur a loss and the amount of the loss can be reasonably estimated.

To calculate product liabilities, the Company estimates potential losses relating to pending claims and also estimates the likelihood of additional, similar claims being filed against the Company in the future.

11 unchanged sentences

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.

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.

The Company accounts for income taxes under the asset and liability method.

6 unchanged sentences

Refer to the summary of significant accounting policies footnote in the Notes to Consolidated Financial Statements for information on recent accounting pronouncements.

QUARTERLY RESULTS OF OPERATIONS

The following is a summary of the quarterly results of operations for the years ended December 31, 2019 and 2018 :

Three Months Ended

(In thousands, except per share data)

March 31, 2019

June 30, 2019

Earnings per share:

Three Months Ended

(In thousands, except per share data)

March 31, 2018

June 30, 2018

Earnings per share:

During the fourth quarter of 2019, we approved and began to implement the 2019 Cost Savings Plan, which resulted in recognizing $154.9 million in total restructuring costs and special termination costs primarily due to planned workforce reductions and facility closures and consolidations.

Also in the fourth quarter of 2019, we recorded a goodwill impairment charge related to the Business Products reporting unit totaling $82.0 million .

Refer to the restructuring footnote and the goodwill and other intangible assets footnote in the Notes to Consolidated Financial Statements for additional information.

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 and accrued on an interim

basis based upon historical experience.

Volume incentives are estimated based upon cumulative and projected purchasing levels.

Income taxes are estimated on an interim basis to reflect the impact of tax reform assumptions and other considerations.

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 2019 and 2018 was not significant.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis