þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2010 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Georgia
|
58-0254510 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
2999 Circle 75 Parkway, Atlanta, Georgia
(Address of principal executive offices) |
30339
(Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $1 par value per share
|
New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Class | Outstanding at February 10, 2011 | |
Common Stock, $1 par value per share
|
157,656,559 shares |
ITEM 1 . | BUSINESS . |
2
3
4
5
6
7
ITEM 1A . | RISK FACTORS . |
8
| the number of miles vehicles are driven annually, as higher vehicle mileage increases the need for maintenance and repair; | |
| the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the warranty or maintenance offered on new vehicles; | |
| the number of vehicles in current service that are six years old and older, as these vehicles are typically no longer under the original vehicle manufacturers warranty and will need more maintenance and repair than newer vehicles; | |
| gas prices, as increases in gas prices may deter consumers from using their vehicles; | |
| changes in travel patterns which may cause consumers to rely more on other transportation; | |
| restrictions on access to diagnostic tools and repair information imposed by the original vehicle manufacturers or by governmental regulation, as consumers may be forced to have all diagnostic work, repairs and maintenance performed by the vehicle manufacturers dealer networks; and | |
| the economy generally, which in declining conditions may cause consumers to defer vehicle maintenance and repair and defer discretionary spending. |
| 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 Managements Purchasing Managers Index, as an index reading of 50 or more implies an expanding manufacturing economy, while a reading below 50 implies contracting manufacturing economy; | |
| the consolidation of certain of our manufacturing customers and the trend of manufacturing operations being moved overseas; and | |
| the economy in general. |
| the level of unemployment, especially as it relates to white collar and service jobs, as this impacts the need for business products; and | |
| the economy in general. |
| changes in manufacturing reflected in the level of the Institute for Supply Managements Purchasing Managers Index, as an index reading of 50 or more implies an expanding manufacturing economy, while a reading below 50 implies contracting manufacturing economy; and | |
| the economy in general. |
9
10
| the competitive environment in our end markets may force us to reduce prices below our desired pricing level or 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; | |
| our ability to effectively manage our costs; | |
| our ability to continue to grow through acquisitions and successfully integrate acquired businesses in our existing operations; and | |
| the economy in general. |
ITEM 1B . | UNRESOLVED STAFF COMMENTS . |
ITEM 2 . | PROPERTIES . |
11
ITEM 3 . | LEGAL PROCEEDINGS . |
ITEM 4 . | [Removed and Reserved .] |
12
ITEM 5
.
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY
SECURITIES
.
Sales Price of Common Shares
2010
2009
High
Low
High
Low
$
43.63
$
36.94
$
39.82
$
24.93
45.42
38.00
36.18
29.18
45.32
38.81
39.75
32.36
51.61
44.13
39.00
34.91
Dividends Declared per Share
2010
2009
$
0.41
$
0.40
0.41
0.40
0.41
0.40
0.41
0.40
13
Table of Contents
Cumulative Total Shareholder Return
$ at Fiscal Year End
2005
2006
2007
2008
2009
2010
100.00
111.40
112.03
95.20
100.16
140.73
100.00
115.79
122.15
76.95
97.31
111.97
100.00
107.58
116.74
56.79
143.06
144.85
14
Table of Contents
Industry Segment
2005
2006
2007
2008
2009
2010
51
%
49
%
49
%
48
%
52
%
50
%
29
%
30
%
31
%
32
%
29
%
31
%
17
%
17
%
16
%
16
%
16
%
15
%
3
%
4
%
4
%
4
%
3
%
4
%
Total Number of
Maximum Number of
Total
Shares Purchased as
Shares That May Yet
Number of
Average
Part of Publicly
be Purchased Under
Shares
Price Paid
Announced Plans or
the Plans or
Period
Purchased(1)
per Share
Programs(2)
Programs
98,149
$
46.53
33,393
16,063,252
146,866
$
47.32
85,900
15,977,352
173,278
$
50.69
875
15,976,477
418,293
$
48.53
120,168
15,976,477
(1)
Includes shares surrendered by employees to the Company to
satisfy tax withholding obligations in connection with the
vesting of shares of restricted stock, the exercise of stock
options and/or tax withholding obligations.
(2)
On August 21, 2006 and November 17, 2008, the Board of
Directors authorized and announced the repurchase of
15 million shares and 15 million shares, respectively.
The authorization for these repurchase plans continues until all
such shares have been repurchased or the repurchase plan is
terminated by action of the Board of Directors. Approximately
1.0 million shares authorized in the repurchase plan
announced in 2006 and all 15 million shares authorized in
2008 remain to be repurchased by the Company. There were no
other publicly announced plans outstanding as of
December 31, 2010.
15
Table of Contents
ITEM 6
.
SELECTED
FINANCIAL
DATA
.
Year Ended December 31,
2010
2009
2008
2007
2006
(In thousands, except per share data)
$
11,207,589
$
10,057,512
$
11,015,263
$
10,843,195
$
10,457,942
7,954,645
7,047,750
7,742,773
7,625,972
7,353,447
2,491,161
2,365,597
2,504,022
2,400,478
2,333,579
761,783
644,165
768,468
816,745
770,916
286,272
244,590
293,051
310,406
295,511
$
475,511
$
399,575
$
475,417
$
506,339
$
475,405
158,461
159,707
162,986
170,135
172,486
$
3.00
$
2.50
$
2.92
$
2.98
$
2.76
1.64
1.60
1.56
1.46
1.35
51.34
37.96
37.86
46.30
47.43
250,000
500,000
500,000
250,000
500,000
2,802,714
2,629,372
2,393,378
2,782,946
2,610,707
$
5,465,044
$
5,004,689
$
4,786,350
$
4,774,069
$
4,496,984
ITEM 7
.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
.
16
Table of Contents
Year Ended December 31,
2010
2009
2008
(In thousands except per share data)
$
11,207,589
$
10,057,512
$
11,015,263
3,252,944
3,009,762
3,272,490
475,511
399,575
475,417
3.00
2.50
2.92
17
Table of Contents
18
Table of Contents
19
Table of Contents
20
Table of Contents
Year Ended December 31,
Percent Change
Net Cash Provided by (Used in):
2010
2009
2008
2010 vs. 2009
2009 vs. 2008
(In thousands)
$
678,663
$
845,298
$
530,309
(20
)%
59
%
(172,348
)
(264,420
)
(214,334
)
(35
)%
23
%
(320,569
)
(330,383
)
(472,573
)
(3
)%
(30
)%
21
Table of Contents
22
Table of Contents
Payment Due by Period
Less Than
Over
Total
1 Year
1-3 Years
3-5 Years
5 Years
(In thousands)
$
548,329
$
275,952
$
272,377
$
$
2,215
408
642
483
682
505,043
124,370
168,553
84,023
128,097
$
1,055,587
$
400,730
$
441,572
$
84,506
$
128,779
Amount of Commitment Expiration per Period
Total Amounts
Less Than
Over
Committed
1 Year
1-3 Years
3-5 Years
5 Years
(In thousands)
$
$
$
$
$
50,419
50,419
200,926
29,747
118,661
52,518
$
251,345
$
80,166
$
118,661
$
52,518
$
23
Table of Contents
24
Table of Contents
25
Table of Contents
Three Months Ended
March 31,
June 30,
Sept. 30,
Dec. 31,
(In thousands except per share data)
$
2,602,115
$
2,847,186
$
2,950,560
$
2,807,728
760,475
822,310
853,031
817,128
100,609
124,467
131,785
118,650
.63
.79
.84
.75
.63
.78
.83
.75
$
2,444,496
$
2,535,045
$
2,606,757
$
2,471,214
732,201
744,855
765,246
767,460
89,159
103,610
107,639
99,167
.56
.65
.67
.62
.56
.65
.67
.62
ITEM 7A
.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
.
26
Table of Contents
ITEM 8
.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY
DATA
.
ITEM 9
.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL
DISCLOSURE
.
ITEM 9A
.
CONTROLS
AND
PROCEDURES
.
ITEM 9B
.
OTHER
INFORMATION
.
27
Table of Contents
ITEM 10
.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
.
ITEM 11
.
EXECUTIVE
COMPENSATION
.
ITEM 12
.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER
MATTERS
.
28
Table of Contents
(c)
Number of Securities
Remaining Available for
(a)
(b)
Future Issuance Under
Number of Securities to
Weighted Average
Equity Compensation
be Issued upon Exercise
Exercise Price of
Plans (Excluding
of Outstanding Options,
Outstanding Options,
Securities
Plan Category
Warrants and Rights (1)
Warrants and Rights
Reflected in Column (a))
2,993,367
(2)
$
39.87
-0-
3,397,249
(3)
$
41.64
4,498,872
(5)
62,002
(4)
n/a
937,998
6,452,618
5,436,870
(1)
Reflects the maximum number of shares issuable pursuant to the
exercise or conversion of stock options, stock appreciation
rights, restricted stock units and common stock equivalents. The
actual number of shares issued upon exercise of stock
appreciation rights is calculated based on the excess of fair
market value of our common stock on date of exercise and the
grant price of the stock appreciation rights.
(2)
Genuine Parts Company 1999 Long-Term Incentive Plan, as amended
(3)
Genuine Parts Company 2006 Long-Term Incentive Plan
(4)
Genuine Parts Company 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
.
ITEM 14
.
PRINCIPAL
ACCOUNTING FEES AND
SERVICES
.
29
Table of Contents
31
32
F-21
F-27
ITEM 15
.
EXHIBITS AND
FINANCIAL STATEMENT
SCHEDULES
.
Exhibit 3
.1
Amended and Restated Articles of Incorporation of the Company,
as amended April 23, 2007. (Incorporated herein by
reference from the Companys Current Report on
Form 8-K,
dated April 23, 2007.)
Exhibit 3
.2
By-laws of the Company, as amended and restated August 20,
2007. (Incorporated herein by reference from the Companys
Current Report on
Form 8-K,
dated August 20, 2007.)
Exhibit 4
.2
Specimen Common Stock Certificate. (Incorporated herein by
reference from the Companys Registration Statement on
Form S-1,
Registration
No. 33-63874.)
Exhibit 4
.3
Note Purchase Agreement, dated November 30, 2001, for the
sale of Series A Senior Notes due November 30, 2008,
and the sale of Series B Senior Notes due November 30,
2011. (Incorporated herein by reference from the Companys
Annual Report on
Form 10-K,
dated March 7, 2002.)
Exhibit 10
.1*
The Genuine Parts Company Tax-Deferred Savings Plan, effective
January 1, 1993. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated March 3, 1995.)
30
Table of Contents
Exhibit 10
.2*
Amendment No. 1 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated June 1, 1996, effective June 1,
1996. (Incorporated herein by reference from the Companys
Annual Report on
Form 10-K,
dated March 7, 2005.)
Exhibit 10
.3*
Genuine Parts Company Death Benefit Plan, effective
July 15, 1997. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated March 10, 1998.)
Exhibit 10
.4*
Amendment No. 2 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated April 19, 1999, effective
April 19, 1999. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated March 10, 2000.)
Exhibit 10
.5*
The Genuine Parts Company Original Deferred Compensation Plan,
as amended and restated as of August 19, 1996.
(Incorporated herein by reference from the Companys Annual
Report on
Form 10-K,
dated March 8, 2004.)
Exhibit 10
.6*
Amendment to the Genuine Parts Company Original Deferred
Compensation Plan, dated April 19, 1999, effective
April 19, 1999. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated March 10, 2000.)
Exhibit 10
.7*
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
Companys Annual Report on
Form 10-K,
dated March 7, 2002.)
Exhibit 10
.8*
Genuine Parts Company 1999 Long-Term Incentive Plan, as amended
and restated as of November 19, 2001. (Incorporated herein
by reference from the Companys Annual Report on
Form 10-K,
dated March 21, 2003.)
Exhibit 10
.9*
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 Companys
Annual Report on
Form 10-K,
dated March 8, 2004.)
Exhibit 10
.10*
Genuine Parts Company Directors Deferred Compensation
Plan, as amended and restated effective January 1, 2003,
and executed November 11, 2003. (Incorporated herein by
reference from the Companys Annual Report on
Form 10-K,
dated March 8, 2004.)
Exhibit 10
.11*
Description of Director Compensation. (Incorporated herein by
reference from the Companys Annual Report on
Form 10-K,
dated March 7, 2005.)
Exhibit 10
.12*
Genuine Parts Company Stock Appreciation Rights Agreement.
(Incorporated herein by reference from the Companys Annual
Report on
Form 10-K,
dated March 7, 2005.)
Exhibit 10
.13*
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
Companys Annual Report on
Form 10-K,
dated March 3, 2006.)
Exhibit 10
.14*
Amendment No. 2 to the Genuine Parts Company Death Benefit
Plan, dated November 9, 2005, effective April 1, 2005.
(Incorporated herein by reference from the Companys Annual
Report on
Form 10-K,
dated March 3, 2006.)
Exhibit 10
.15*
Genuine Parts Company 2006 Long-Term Incentive Plan, effective
April 17, 2006. (Incorporated herein by reference from the
Companys Current Report on
Form 8-K,
dated April 18, 2006.)
Exhibit 10
.16*
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 Companys
Annual Report on
Form 10-K,
dated February 28, 2007.)
Exhibit 10
.17*
Amendment No. 1 to the Genuine Parts Company
Directors Deferred Compensation Plan, dated
November 19, 2007, effective January 1, 2008.
(Incorporated herein by reference from the Companys Annual
Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.18*
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
Companys Annual Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.19*
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 Companys Annual Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.20*
Genuine Parts Company Performance Restricted Stock Unit Award
Agreement. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated February 29, 2008.)
Table of Contents
Exhibit 10
.21*
Genuine Parts Company Restricted Stock Unit Award Agreement.
(Incorporated herein by reference from the Companys Annual
Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.22*
Specimen Change in Control Agreement, as amended and restated as
of November 19, 2007. (Incorporated herein by reference
from the Companys Annual Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.23*
Genuine Parts Company Supplemental Retirement Plan, as amended
and restated as of January 1, 2009. (Incorporated herein by
reference from the Companys Annual Report on
Form 10-K,
dated February 27, 2009.)
Exhibit 10
.24*
Genuine Parts Company 2009 Annual Incentive Bonus Plan, dated
March 31, 2009, effective January 1, 2009.
(Incorporated herein by reference from the Companys
Quarterly Report on
Form 10-Q
dated May 7, 2009).
Exhibit 10
.25*
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.
Exhibit 10
.26*
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.
Exhibit 10
.27*
Amendment No. 7 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated November 16, 2010, effective
January 1, 2011.
*
Indicates management contracts and compensatory plans and
arrangements.
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. 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).
Interactive data files pursuant to Rule 405 of
Regulation S-T:
i) the Consolidated Balance Sheets as of December 31,
2010 and 2009; (ii) the Consolidated Statements of Income
for the Years ended December 31, 2010, 2009 and 2008;
(iii) the Consolidated Statements of Equity for the Years
ended December 31, 2010, 2009 and 2008; (iv) the
Consolidated Statements of Cash Flows for Years ended
December 31, 2010, 2009 and 2008; (v) the Notes to the
Consolidated Financial Statements, tagged as blocks of text; and
(vi) Financial Statement Schedule II - Valuation and
Qualifying Accounts.
Table of Contents
2/25/11
2/25/11
(Date)
Jerry W. Nix
(Date)
Vice Chairman and Chief Financial and Accounting Officer
Table of Contents
2/21/11
2/21/11
(Date)
Jean Douville
(Date)
Director
2/21/11
2/21/11
(Date)
George C. Guynn
(Date)
Director
Director
Chairman, President and Chief Executive
Officer (Principal Executive Officer)
2/21/11
2/21/11
(Date)
John D. Johns
(Date)
Director
2/21/11
2/21/11
(Date)
J. Hicks Lanier
(Date)
Director
2/21/11
2/21/11
(Date)
Wendy B. Needham
(Date)
Director
2/21/11
2/21/11
(Date)
Larry L. Prince
(Date)
Director
Vice Chairman and Chief Financial Officer (Principal Financial
and Accounting Officer)
2/21/11
(Date)
Table of Contents
Page
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
S-1
F-1
Table of Contents
F-2
Table of Contents
F-3
Table of Contents
F-4
Table of Contents
$
1,374,930
$
1,094,347
250,000
143,480
106,432
115,659
100,931
64,600
63,586
23,145
42,988
1,971,814
1,408,284
250,000
500,000
258,807
300,197
181,709
166,836
157,636
158,918
(298,352
)
(309,897
)
2,934,535
2,772,309
2,793,819
2,621,330
8,895
8,042
2,802,714
2,629,372
$
5,465,044
$
5,004,689
F-5
Table of Contents
Year Ended December 31
2010
2009
2008
(In thousands, except per share amounts)
$
11,207,589
$
10,057,512
$
11,015,263
7,954,645
7,047,750
7,742,773
3,252,944
3,009,762
3,272,490
2,366,667
2,219,935
2,359,829
89,332
90,411
88,698
10,597
28,463
23,883
2,466,596
2,338,809
2,472,410
28,061
27,885
31,721
(3,496
)
(1,097
)
(109
)
24,565
26,788
31,612
761,783
644,165
768,468
286,272
244,590
293,051
$
475,511
$
399,575
$
475,417
$
3.01
$
2.51
$
2.93
$
3.00
$
2.50
$
2.92
158,032
159,410
162,351
429
297
635
158,461
159,707
162,986
F-6
Table of Contents
Accumulated
Non-
Additional
Other
Total
controlling
Common Stock
Paid-In
Comprehensive
Retained
Parent
Interests in
Total
Shares
Amount
Capital
Loss
Earnings
Equity
Subsidiaries
Equity
(In thousands, except share and per share amounts)
166,065,250
$
166,065
$
$
(123,715
)
$
2,674,366
$
2,716,716
$
66,230
$
2,782,946
475,417
475,417
475,417
(112,150
)
(112,150
)
(112,150
)
(242,697
)
(242,697
)
(242,697
)
120,570
120,570
(253,166
)
(253,166
)
(253,166
)
157,643
158
77
235
235
12,977
12,977
12,977
(6,780,385
)
(6,780
)
(13,054
)
(253,166
)
(273,000
)
(273,000
)
2,816
2,816
159,442,508
159,443
(478,562
)
2,643,451
2,324,332
69,046
2,393,378
399,575
399,575
399,575
77,963
77,963
77,963
90,702
90,702
90,702
568,240
568,240
(254,995
)
(254,995
)
(254,995
)
197,718
198
996
1,194
1,194
8,578
8,578
8,578
(722,380
)
(723
)
(9,574
)
(15,722
)
(26,019
)
(26,019
)
2,161
2,161
(63,165
)
(63,165
)
158,917,846
158,918
(309,897
)
2,772,309
2,621,330
8,042
2,629,372
475,511
475,511
475,511
33,742
33,742
33,742
(22,197
)
(22,197
)
(22,197
)
487,056
487,056
(258,912
)
(258,912
)
(258,912
)
564,288
564
11,772
12,336
12,336
7,016
7,016
7,016
(1,845,873
)
(1,846
)
(18,788
)
(54,373
)
(75,007
)
(75,007
)
853
853
157,636,261
$
157,636
$
$
(298,352
)
$
2,934,535
$
2,793,819
$
8,895
$
2,802,714
F-7
Table of Contents
Year Ended December 31
2010
2009
2008
(In thousands)
$
475,511
$
399,575
$
475,417
89,332
90,411
88,698
(3,251
)
684
586
(1,685
)
(3,757
)
(2,086
)
11,994
27,899
(40,023
)
7,016
8,578
12,977
(140,562
)
69,258
(19,695
)
44,865
194,743
(20,709
)
280,739
49,947
(14,307
)
(48,423
)
(28,506
)
49,729
(36,873
)
36,466
(278
)
203,152
445,723
54,892
678,663
845,298
530,309
(85,379
)
(69,445
)
(105,026
)
3,676
12,042
11,721
(90,645
)
(134,203
)
(133,604
)
12,575
(72,814
)
(172,348
)
(264,420
)
(214,334
)
795,000
1,283,000
(795,000
)
(1,283,000
)
9,085
1,878
821
3,251
(684
)
(586
)
(257,898
)
(253,558
)
(251,808
)
(75,007
)
(26,019
)
(273,000
)
(52,000
)
52,000
(320,569
)
(330,383
)
(472,573
)
7,419
18,531
(7,462
)
193,165
269,026
(164,060
)
336,803
67,777
231,837
$
529,968
$
336,803
$
67,777
$
275,979
$
219,888
$
338,859
$
28,061
$
27,626
$
31,297
F-8
Table of Contents
1.
Summary
of Significant Accounting Policies
F-9
Table of Contents
December 31
2010
2009
(In thousands)
$
4,405
$
7,642
17,205
15,490
21,400
21,400
68,348
59,890
87,729
43,161
$
199,087
$
147,583
F-10
Table of Contents
December 31
2010
2009
(In thousands)
$
28,325
$
26,311
12,622
13,504
47,710
46,423
16,515
17,496
49,097
39,973
27,440
23,129
$
181,709
$
166,836
F-11
Table of Contents
December 31
2010
2009
(In thousands)
$
129,255
$
95,513
(460,937
)
(444,156
)
33,330
38,746
$
(298,352
)
$
(309,897
)
F-12
Table of Contents
2.
Goodwill
and Other Intangible Assets
Goodwill
Electrical/
Identifiable
Office
Electronic
Intangible
Automotive
Industrial
Products
Materials
Assets
Total
$
24,187
$
45,002
$
2,131
$
$
11,133
$
82,453
19,767
25,834
8,423
2,870
27,548
84,442
(2,861
)
(2,861
)
(3,742
)
(1,467
)
(5,209
)
40,212
70,836
10,554
2,870
34,353
158,825
2
5,518
6,679
12,199
(3,644
)
(3,644
)
2,900
1,252
4,152
43,114
76,354
10,554
2,870
38,640
171,532
10,178
5,777
24,292
40,247
(4,737
)
(4,737
)
1,157
278
1,071
2,506
$
44,271
$
86,810
$
10,554
$
8,647
$
59,266
$
209,548
3.
Credit
Facilities
F-13
Table of Contents
December 31
2010
2009
(In thousands)
$
250,000
$
250,000
250,000
250,000
500,000
500,000
250,000
$
250,000
$
500,000
4.
Leased
Properties
F-14
Table of Contents
Capital
Operating
Leases
Leases
$
408
$
124,370
345
96,855
297
71,698
282
52,027
201
31,996
682
128,097
2,215
$
505,043
(922
)
$
1,293
5.
Share-Based
Compensation
F-15
Table of Contents
2010
Weighted-
Average
Exercise
Shares (1)
Price (2)
(In thousands)
6,749
$
41
1,126
43
(1,121
)
34
(363
)
45
6,391
$
42
4,829
$
42
4,499
(1)
Shares include
Restricted Stock Units
(RSUs).
(2)
The weighted-average exercise price excludes RSUs.
(3)
The exercise prices for options and SARs outstanding as of
December 31, 2010 ranged from approximately $32 to $49. The
weighted-average remaining contractual life of all options and
SARs outstanding is approximately six years.
Weighted-
Average Grant
Date Fair
Nonvested Share Awards (RSUs)
Shares
Value
(In thousands)
126
$
42
124
43
(72
)
44
(7
)
47
171
$
44
6.
Income
Taxes
F-16
Table of Contents
2010
2009
(In thousands)
$
163,367
$
151,488
279,204
267,544
24,580
24,780
(24,784
)
(24,780
)
442,367
419,032
178,806
150,294
72,767
79,327
33,474
30,438
17,728
19,047
302,775
279,106
139,592
139,926
17,800
27,796
$
157,392
$
167,722
2010
2009
2008
(In thousands)
$
221,770
$
171,691
$
261,250
36,291
28,591
45,167
16,217
16,409
26,657
11,994
27,899
(40,023
)
$
286,272
$
244,590
$
293,051
2010
2009
2008
(In thousands)
$
266,624
$
225,458
$
268,964
24,621
20,977
25,831
(30,038
)
24,787
(4,973
)
(1,845
)
3,507
$
286,272
$
244,590
$
293,051
F-17
Table of Contents
2010
2009
2008
(In thousands)
$
33,322
$
30,453
$
28,329
4,243
5,648
5,822
3,493
993
1,068
(624
)
(190
)
(451
)
(2,779
)
(4,193
)
(558
)
(993
)
(383
)
$
39,425
$
33,322
$
30,453
7.
Employee
Benefit Plans
F-18
Table of Contents
Other Postretirement
Pension Benefits
Benefits
2010
2009
2010
2009
(In thousands)
(In thousands)
$
1,502,084
$
1,450,030
$
13,511
$
29,318
12,312
16,534
443
95,453
93,493
605
1,264
3,672
3,219
3,787
3,735
1,148
(13,182
)
122,050
(21,257
)
340
(1,190
)
7,082
15,311
(54,790
)
(48,027
)
(6,255
)
(7,349
)
N/A
N/A
341
472
(7,219
)
$
1,689,011
$
1,502,084
$
12,329
$
13,511
Other Postretirement
Pension Benefits
Benefits
2010
2009
2010
2009
5.74
%
6.54
%
4.25
%
5.20
%
3.39
%
3.75
%
Other Postretirement
Pension Benefits
Benefits
2010
2009
2010
2009
(In thousands)
(In thousands)
$
1,216,415
$
977,867
$
$
175,967
211,000
7,131
16,028
91,316
56,328
2,468
3,614
3,672
3,219
3,787
3,735
(54,790
)
(48,027
)
(6,255
)
(7,349
)
$
1,439,711
$
1,216,415
$
$
F-19
Table of Contents
Target
Percentage of Plan Assets at
Allocation
December 31
2011
2010
2009
69
%
70
%
64
%
31
%
30
%
35
%
0
%
0
%
1
%
100
%
100
%
100
%
F-20
Table of Contents
2010
Quoted Prices
in Active
Markets for
Significant
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
(In thousands)
$
353,347
$
353,347
$
$
103,549
103,549
551,516
551,516
38,126
38,126
26,976
26,976
105,764
48,191
57,573
122,749
122,749
32,271
32,271
13,583
13,583
1,914
1,914
89,916
89,916
$
1,439,711
$
1,135,288
$
304,423
$
2009
Quoted Prices
in Active
Markets for
Significant
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
Total
(Level 1)
(Level 2)
(Level 3)
(In thousands)
$
258,124
$
258,124
$
$
76,563
76,563
449,597
449,597
42,201
42,201
294
294
92,468
48,627
43,841
155,535
155,535
34,746
34,746
15,011
14,994
17
785
785
86,899
86,899
4,192
4,192
$
1,216,415
$
890,400
$
321,823
$
4,192
Table of Contents
Other Postretirement
Pension Benefits
Benefits
2010
2009
2010
2009
(In thousands)
(In thousands)
$
4,405
$
7,642
$
$
(4,403
)
(3,595
)
(2,824
)
(3,030
)
(249,302
)
(289,716
)
(9,505
)
(10,481
)
$
(249,300
)
$
(285,669
)
$
(12,329
)
$
(13,511
)
Other Postretirement
Pension Benefits
Benefits
2010
2009
2010
2009
(In thousands)
(In thousands)
$
741,190
$
715,678
$
20,207
$
21,625
(44,142
)
(52,270
)
(10,737
)
(11,795
)
$
697,048
$
663,408
$
9,470
$
9,830
F-22
Table of Contents
Other Postretirement Benefits
Expected
Pension Benefits
Gross
Federal Subsidy
(In thousands)
$
51,666
$
2,823
$
$
59,966
$
2,975
$
(152
)
66,053
2,302
(147
)
72,723
1,882
(141
)
78,646
1,667
(135
)
84,549
1,484
(126
)
521,897
4,115
(477
)
Pension Benefits
Other Postretirement Benefits
2010
2009
2008
2010
2009
2008
(In thousands)
(In thousands)
$
12,312
$
16,534
$
53,311
$
$
443
$
880
95,453
93,493
90,300
605
1,264
1,614
(114,166
)
(113,370
)
(114,690
)
(6,979
)
(7,010
)
(24
)
(1,059
)
(225
)
371
35,264
21,990
17,962
1,759
1,759
1,616
(4,298
)
$
21,884
$
7,339
$
46,859
$
1,305
$
3,241
$
4,481
Pension Benefits
Other Postretirement Benefits
2010
2009
2008
2010
2009
2008
(In thousands)
$
60,777
$
(125,816
)
$
488,384
$
340
$
(1,190
)
$
1,282
(35,264
)
(21,990
)
(17,962
)
(1,759
)
(1,759
)
(1,616
)
1,148
(66,349
)
(13,182
)
6,979
11,308
24
1,059
225
(371
)
$
33,640
$
(136,498
)
$
404,097
$
(360
)
$
(15,906
)
$
(705
)
$
55,524
$
(129,159
)
$
450,956
$
945
$
(12,665
)
$
3,776
F-23
Table of Contents
Other Post-
Pension
retirement
Benefits
Benefits
(In thousands)
$
50,543
$
1,733
(6,956
)
(1,059
)
$
43,587
$
674
Pension Benefits
Other Postretirement Benefits
2010
2009
2008
2010
2009
2008
6.54
%
6.97
%
6.49
%
5.20
%
5.79
%
5.75
%
3.75
%
3.75
%
3.75
%
8.00
%
8.00
%
8.25
%
8.
Guarantees
F-24
Table of Contents
9.
Acquisitions
10.
Segment
Data
F-25
Table of Contents
F-26
Table of Contents
2010
2009
2008
2007
2006
(In thousands)
$
5,608,101
$
5,225,389
$
5,321,536
$
5,311,873
$
5,185,080
3,521,863
2,885,782
3,514,661
3,350,954
3,107,593
1,641,963
1,639,018
1,732,514
1,765,055
1,779,832
449,770
345,808
465,889
436,318
408,138
(14,108
)
(38,485
)
(19,337
)
(21,005
)
(22,701
)
$
11,207,589
$
10,057,512
$
11,015,263
$
10,843,195
$
10,457,942
$
421,109
$
387,945
$
385,356
$
413,180
$
399,931
255,616
162,353
294,652
281,762
257,022
131,746
126,104
144,127
156,781
166,573
30,910
25,254
36,721
30,435
22,630
839,381
701,656
860,856
882,158
846,156
(26,598
)
(27,112
)
(29,847
)
(21,056
)
(26,445
)
(45,451
)
(24,913
)
(55,119
)
(38,300
)
(44,341
)
(4,737
)
(3,644
)
(2,861
)
(1,118
)
(463
)
(812
)
(1,822
)
(4,561
)
(4,939
)
(3,991
)
$
761,783
$
644,165
$
768,468
$
816,745
$
770,916
$
2,854,461
$
2,825,693
$
2,799,901
$
2,785,619
$
2,625,846
955,241
865,431
1,025,292
969,666
910,734
694,166
619,612
638,854
659,838
669,303
113,757
76,716
95,655
101,419
105,623
637,871
445,705
67,823
175,074
123,224
209,548
171,532
158,825
82,453
62,254
$
5,465,044
$
5,004,689
$
4,786,350
$
4,774,069
$
4,496,984
$
63,942
$
65,554
$
65,309
$
65,810
$
52,565
7,208
7,611
7,632
8,565
7,941
9,737
9,685
9,825
9,159
9,518
1,414
1,666
1,572
1,566
1,394
2,294
2,251
1,499
1,484
1,542
4,737
3,644
2,861
1,118
463
$
89,332
$
90,411
$
88,698
$
87,702
$
73,423
$
46,888
$
53,911
$
72,628
$
91,359
$
111,644
4,307
2,987
7,575
8,340
6,187
29,866
5,782
9,539
13,294
6,002
1,957
676
1,406
2,340
904
2,361
6,089
13,878
315
1,307
$
85,379
$
69,445
$
105,026
$
115,648
$
126,044
$
9,793,820
$
8,935,651
$
9,716,029
$
9,609,225
$
9,314,970
1,327,552
1,078,799
1,219,759
1,158,515
1,071,095
100,325
81,547
98,812
96,460
94,578
(14,108
)
(38,485
)
(19,337
)
(21,005
)
(22,701
)
$
11,207,589
$
10,057,512
$
11,015,263
$
10,843,195
$
10,457,942
$
398,318
$
402,937
$
352,314
$
337,136
$
353,315
80,978
78,502
67,731
85,532
72,556
4,834
3,585
3,220
3,321
3,389
$
484,130
$
485,024
$
423,265
$
425,989
$
429,260
Table of Contents
Genuine Parts Company and Subsidiaries
Balance at
Charged
Balance at
Beginning
to Costs
End
of Period
and Expenses
Deductions
of Period
$
15,520,805
$
23,882,674
$
(20,815,910
)
1
$
18,587,569
$
18,587,569
$
28,463,029
$
(30,460,819
)
1
$
16,589,779
$
16,589,779
$
10,597,432
$
(11,588,299
)
1
$
15,598,912
1
Uncollectible accounts written off, net of recoveries.
S-1
Table of Contents
10
.25*
Amendment No. 1 to the Genuine Parts Company Supplemental
Retirement Plan, as amended and restated as of January 1,
2009, dated August 16, 2010, effective August 16, 2010.
10
.26*
Amendment No. 2 to the Genuine Parts Company Supplemental
Retirement Plan, as amended and restated January 1, 2009,
dated November 16, 2010, effective January 1, 2011.
10
.27*
Amendment No. 7 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated November 16, 2010, effective
January 1, 2011.
21
Subsidiaries of the Company.
23
Consent of Independent Registered Public Accounting Firm.
31
.1
Certification signed by the Chief Executive Officer pursuant to
SEC
Rule 13a-14(a).
31
.2
Certification signed by the Chief Financial Officer pursuant to
SEC
Rule 13a-14(a).
32
.1
Statement of Chief Executive Officer of Genuine Parts Company
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002
(furnished herewith).
32
.2
Statement of Chief Financial Officer of Genuine Parts Company
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002
(furnished herewith).
101
Interactive data files pursuant to Rule 405 of
Regulation S-T.
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 August 20,
2007.
4
.2
Specimen Common Stock Certificate.
4
.3
Note Purchase Agreement dated November 30, 2001.
10
.1*
The Genuine Parts Company Restated Tax-Deferred Savings Plan,
effective January 1, 1993.
10
.2*
Amendment No. 1 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated June 1, 1996, effective June 1,
1996.
10
.3*
Genuine Parts Company Death Benefit Plan, effective
July 15, 1997.
10
.4*
Amendment No. 2 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated April 19, 1999, effective
April 19, 1999.
10
.5*
The Genuine Parts Company Original Deferred Compensation Plan,
as amended and restated as of August 19, 1996.
10
.6*
Amendment to the Genuine Parts Company Original Deferred
Compensation Plan, dated April 19, 1999, effective
April 19, 1999.
10
.7*
Amendment No. 3 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated November 28, 2001, effective
July 1, 2001.
10
.8*
Genuine Parts Company 1999 Long-Term Incentive Plan, as amended
and restated as of November 19, 2001.
10
.9*
Amendment No. 4 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated June 5, 2003, effective June 5,
2003.
10
.10*
Genuine Parts Company Directors Deferred Compensation
Plan, as amended and restated effective January 1, 2003,
and executed November 11, 2003.
10
.11*
Description of Director Compensation.
10
.12*
Genuine Parts Company Stock Appreciation Rights Agreement.
10
.13*
Amendment No. 5 to the Genuine Parts Company Tax-Deferred
Savings Plan.
10
.14*
Amendment No. 2 to the Genuine Parts Company Death Benefit
Plan.
Table of Contents
10
.15*
Genuine Parts Company 2006 Long-Term Incentive Plan, effective
April 17, 2006.
10
.16*
Amendment to the Genuine Parts Company 2006 Long-Term Incentive
Plan, dated November 20, 2006, effective November 20,
2006.
10
.17*
Amendment No. 1 to the Genuine Parts Company
Directors Deferred Compensation Plan, dated
November 19, 2007, effective January 1, 2008.
10
.18*
Amendment No. 6 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated November 28, 2007, effective
January 1, 2008.
10
.19*
Amendment No. 2 to the Genuine Parts Company 2006 Long-Term
Incentive Plan, dated November 19, 2007, effective
November 19, 2007.
10
.20*
Genuine Parts Company Performance Restricted Stock Unit Award
Agreement.
10
.21*
Genuine Parts Company Restricted Stock Unit Award Agreement.
10
.22*
Specimen Change in Control Agreement, as amended and restated as
of November 19, 2007.
10
.23*
Genuine Parts Company Supplemental Retirement Plan, as amended
and restated as of January 1, 2009.
10
.24*
Genuine Parts Company 2009 Annual Incentive Bonus Plan, dated
March 31, 2009, effective January 1, 2009.
*
Indicates management contracts and compensatory plans and
arrangements.
8.01 Death of Key Employee Before Supplemental Income Payments Commence . |
(a) | Survivor Benefit . If a Key Employee (married or unmarried at the time of his or her death) dies before Supplemental Retirement Income commences hereunder and prior to his or her Separation from Service, then the Key Employees Beneficiary shall be entitled to receive a survivor benefit which is the equal to 100% of the lump sum value of the Key Employees Supplemental Retirement Income accrued to the date of his or her death under Article Five or Article Six, whichever is applicable. The lump sum value shall be computed using the Applicable Mortality Table and the Applicable Interest Rate as defined in Section 2.03 of the Pension Plan and based on the Key Employees age on the first day of the month following his or her death. See Section 8.03 for provisions identifying the Key Employees Beneficiary. |
PENSION AND BENEFITS COMMITTEE | ||||||
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By: |
/s/ Frank M. Howard
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Title Sr.V.P. & Treasurer | |||||
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Date: | August 16, 2010 |
Attest: | ||||
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By:
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/s/ Linda L. Olvey
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(b) | Vesting for Key Participants on or after January 1, 2011 . A Key Participant who participates in the Plan shall become 100% vested in his or her Additional Retirement Income (as provided in Article 7 and Article 8) on the earliest of the Vesting Dates described in Section 3.01(c) below. | ||
(c) | Vesting Dates . A Key Employee or a Key Participant described above shall become 100% vested on the earliest of the following Vesting Dates: |
(f) | Normal Retirement Date for Key Participants . For Key Participants subject to the Part B Formula, a different definition of Normal Retirement |
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Date is used rather than the definition found in the Pension Plan. See Section 7.01. |
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7.01 | Calculation of Additional Retirement Income for a Key Participant who has a Separation from Service on the Key Participants Normal Retirement Date . |
(a) | Key Participant has competed fifteen or more years of Credited Service prior to the Key Participants Separation from Service . |
(1) | This Section 7.01(a) contains the benefit formula for a Key Participant who has a Separation from Service with the Employer on his or her Normal Retirement Date (as defined in Section 7.01(c)) and who completed 15 or more years of Credited Service prior to his or her Separation from Service. | ||
(2) | Each Key Participant described in Section 7.01(a)(1) who has a Separation from Service with the Employer by reason of retirement or voluntary or involuntary termination shall, except as provided in |
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(A) | This subparagraph (A) is equal to the Applicable Percentage of the Key Participants Average Earnings as of the Key Participants Normal Retirement Date less 50% of the Key Participants monthly Anticipated Social Security Benefit, measured in the form of a single life annuity payable in monthly installments for the Key Participants life. The terms used in this subparagraph (A) are defined below. | ||
(B) | This subparagraph (B) is equal to the monthly Normal Retirement Income which the Key Participant is actually entitled to receive under the Pension Plan beginning on the Key Participants Normal Retirement Date measured in the form of a single life annuity payable in monthly installments for the Key Participants life. |
(3) | The term Applicable Percentage referred to in paragraph (2)(A) above is based on the following table and the Key Participants Credited Service on the date of his or her Separation from Service. |
Key Participants | Key Participants | |||||||||||
Years of | Applicable | Years of Credited | Applicable | |||||||||
Credited Service | Percentage of | Service at | Percentage of | |||||||||
at Separation | Average | Separation from | Average | |||||||||
from Service | Earnings | Service | Earnings | |||||||||
15
|
30.0 | % | 31 | 38.0 | % | |||||||
16
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30.5 | % | 32 | 38.5 | % | |||||||
17
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31.0 | % | 33 | 39.0 | % | |||||||
18
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31.5 | % | 34 | 39.5 | % | |||||||
19
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32.0 | % | 35 | 40.0 | % | |||||||
20
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32.5 | % | 36 | 40.5 | % | |||||||
21
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33.0 | % | 37 | 41.0 | % | |||||||
22
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33.5 | % | 38 | 41.5 | % | |||||||
23
|
34.0 | % | 39 | 42.0 | % |
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Key Participants | Key Participants | |||||||||||
Years of | Applicable | Years of Credited | Applicable | |||||||||
Credited Service | Percentage of | Service at | Percentage of | |||||||||
at Separation | Average | Separation from | Average | |||||||||
from Service | Earnings | Service | Earnings | |||||||||
24
|
34.5 | % | 40 | 42.5 | % | |||||||
25
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35.0 | % | 41 | 43.0 | % | |||||||
26
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35.5 | % | 42 | 43.5 | % | |||||||
27
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36.0 | % | 43 | 44.0 | % | |||||||
28
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36.5 | % | 44 | 44.5 | % | |||||||
29
|
37.0 | % | 45 or more | 45.0 | % | |||||||
30
|
37.5 | % |
(b) | Key Participant has competed less than fifteen years of Credited Service prior to the Key Participants Separation from Service . |
(1) | This Section 7.01(b) contains the benefit formula for a Key Participant who has a Separation from Service with the Employer on his or her Normal Retirement Date (as defined in Section 7.01(c)) and who completed less than 15 years of Credited Service prior to his or her Separation from Service. | ||
(2) | Each Key Participant described in Section 7.01(b)(1) who has a Separation from Service with the Employer by reason of retirement or voluntary or involuntary termination shall, except as provided in Section 12.05 (Noncompetition, Embezzlement, Etc.) be entitled to a monthly Additional Retirement Income equal to (A) minus (B) as provided below. |
(A) | This subparagraph (A) is equal to 30% of the Key Participants Average Earnings multiplied by the fraction described below and reduced by 50% of the Key Participants monthly Anticipated Social Security Benefit. The numerator of the fraction is the Key Participants Credited Service as of the Key Participants Normal Retirement Date (including any partial years of Credited Service) and the denominator of the fraction is 15. The benefit is measured in the form of a single life annuity payable in monthly installments for the Key Participants life. The terms used in this subparagraph (A) are defined below. | ||
(B) | This subparagraph (B) is equal to the monthly Normal Retirement Income which the Key Participant is actually entitled to receive under the Pension Plan beginning on the Key Participants Normal Retirement Date measured in the form of a single life annuity payable in monthly installments for the Key Participants life. |
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(c) | Definitions . For purposes of this Article 7, the following definitions shall apply. |
(1) | Anticipated Social Security Benefit . The term Anticipated Social Security Benefit shall have the same meaning as such term is defined in the Pension Plan. | ||
(2) | Average Earnings . Except as modified in the last sentence of this Section 7.01(c)(2), the term Average Earnings shall have the definition as set forth in the Pension Plan. In general, Average Earnings is defined in the Pension Plan as the average of the Participants monthly Earnings for the highest five (5) calendar years of employment out of the last complete ten (10) calendar years of employment preceding the participants termination of employment. However, for purposes of this Plan, the term Average Earnings shall be computed using the definition of Earnings as defined in Section 2.04 of this Plan. | ||
(3) | Credited Service . See Section 13.03. | ||
(4) | Normal Retirement Date . For Key Participants, the term Normal Retirement Date shall mean the first date of the month coincident with or immediately following the later of the Key Participants 65 th birthday or the completion of five years of participation, counting (but not duplicating) years of participation in the Pension Plan, if any, and years of participation in this Plan. |
7.02 | Calculation of Additional Retirement Income for a Key Participant who has a Separation from Service after the Key Participants Normal Retirement Date . |
(a) | This Section 7.02 contains the benefit formula for a Key Participant who has a Separation from Service with the Employer after his or her Normal Retirement Date (as defined in Section 7.01(c)). | ||
(b) | Each Key Participant described in Section 7.02 who has a Separation from Service with the Employer by reason of retirement or voluntary or involuntary termination shall, except as provided in Section 12.05 (Noncompetition, Embezzlement, Etc.) be entitled to a monthly Additional Retirement Income equal to the greater of (1) or (2) below measured in the form of a single life annuity payable in monthly installments for the Key Participants life and commencing on the first day of the month following |
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(1) | The Additional Retirement Income computed as of the Participants Deferred Retirement Date. | ||
(2) | The Additional Retirement Income computed as of the Participants Normal Retirement Date but actuarially increased to the Participants Deferred Retirement Date using the actuarial assumptions and methods that would be applicable for making such determination in the Pension Plan. |
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8.01 | Separation from Service on or after the Key Participants Early Retirement Date . |
(a) | This Section 8.01 applies to a Key Participant who has a Separation from Service on or after the Key Participants Early Retirement Date but before the Key Participants Normal Retirement Date (as defined in Section 7.01(c)). | ||
(b) | Each Key Participant who has a Separation from Service with the Employer on or after his or her Early Retirement Date by reason of early retirement or voluntary or involuntary termination shall, except as provided in Section 12.05 (Noncompetition, Embezzlement, Etc.), be entitled to a monthly Additional Retirement Income in the manner described in Section 7.01(a) assuming(1) the monthly Additional Retirement Income commenced on the first day of the month following the Key Participants Separation from Service with the Employer, (2) the pension benefits, if any, were payable under Section 4.02 of the Pension Plan on the same date and (3) the Key Participants benefit in Section 7.01(a) is reduced by the early retirement reduction factors set forth in the Pension Plan (see Section 4.02 of the Pension Plan). |
8.02 | Separation from Service prior to the Key Participants Early Retirement Date . |
(a) | This Section 8.02 applies to a Key Participant who has a Separation from Service (1) prior to the Key Participants Early Retirement Date but (2) on account of the Key Participants Permanent Disability or the termination of the Plan (i.e., 100% vested). This Section 8.02 does not apply to a Key Participant who has a Separation from Service due to death. Instead, see Section 10.01. This Section 8.02 does not apply to a Key Participant who receives a lump sum distribution on account of a Separation from Service within two years of a Change in Control. Instead, see Section 11.01. Benefits under this Section 8.02 will commence on the Key Participants Normal Retirement Date (as defined in Section 7.01(c)) regardless of the Key Participants age, years of Credited Service or years of Retirement Eligibility Service. | ||
(b) | Each Key Participant who has a Separation from Service with the Employer prior to his or her Early Retirement Date and in the manner described in Section 8.02(a) by reason of voluntary or involuntary termination shall, except as provided in Section 12.05 (Noncompetition, Embezzlement, Etc.), be entitled to a monthly Additional Retirement |
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(b) | For a Key Participant described in Article 7 (commencement of benefits upon Normal or Delayed Retirement Date) and a Key Participant described in Section 8.01 (commencement of benefits upon Early Retirement Date), the Employer shall delay payment of the Additional Retirement Income until the first day of the seventh month following the Key Participants Separation from Service with the Employer. |
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(a) | For some Key Employees or Key Participants, Credited Service under the Pension Plan has been frozen. Furthermore, some Key Participants did not participate in the Pension Plan and have no Credited Service under the Pension Plan Regardless, for purposes of this Plan, all Key Employees and Key Participants shall continue to earn (or begin earning) Credited Service under this Plan using the definition of Credited Service as defined by the Pension Plan assuming Credited Service had not been frozen. Furthermore, all Credited Service shall count including Credited Service earned prior to a Key Employee or Key Participant commencing participation in this Plan. | ||
(b) | No Credited Service shall be earned if an Employee ceases to be a Key Employee or Key Participant or if the Key Employee or Key Participant is not entitled to accrue a benefit under this Plan (see Section 2.03). |
(c) | Example. | ||
Assume a Key Participant earned ten years of Credited Service under the Pension Plan before the Pension Plan was frozen on December 31, 2008. Beginning January 1, 2011, the Key Participant is selected to participate in the Plan. Assume the Key Participant has a Separation from Service on December 31, 2019. Using the definition of Credited Service in the Pension Plan and assuming such Credited Service was not frozen, the Participant earns eleven additional years of Credited Service (2009 2019) before the Key Participants Separation from Service. Thus, for purposes of Section 7.01(a)(2)(A) and Section 7.01(b)(2)(A) the participant has 21 years of Credited Service. On the other hand, for purposes of Section 7.01(a)(2)(B) or Section 7.01(b)(2)(B), the Participants actual benefit from the Pension Plan is based on ten years of Credited Service (actual Credited Service in the Pension Plan). |
(a) | Actuarial Equivalent. Shall have the same definition as set forth in the Pension Plan. | ||
(b) | Additional Retirement Income. See Section 7.01(a). | ||
(c) | Company or Genuine Parts. See Section 1.01 | ||
(d) | Committee. See Section 2.01. |
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(e) | Change in Control. See Section 11.01(d). | ||
(f) | Earnings. See Section 2.04. | ||
(g) | Employer. See Section 1.01. | ||
(h) | Key Employee. See Section 2.01. | ||
(i) | Key Participant See Section 2.02. | ||
(j) | Part A Formula. See Articles 5 and 6. | ||
(k) | Part B Formula. See Articles 7 and 8. | ||
(l) | Pension Plan. See Section 1.02 | ||
(m) | Plan. See Section 1.01 | ||
(n) | Retirement Eligibility Service. Shall have the same definition as set forth in the Pension Plan. | ||
(o) | Retirement Income. For purposes of this Plan, the term Retirement Income shall mean either a Supplemental Retirement Income or an Additional Retirement Income as the case may be. | ||
(p) | Supplemental Retirement Income. See Section 5.01(b). |
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PENSION AND BENEFITS COMMITTEE | ||||||||
|
||||||||
By: | /s/ Frank M. Howard | |||||||
|
Name | Frank M. Howard | ||||||
|
Title |
Senior Vice President
and Treasurer
|
||||||
|
|
|||||||
Date: | November 16, 2010 |
Attest: | ||
|
||
By:
|
/s/ Linda
L. Olvey
|
|
|
||
Date:
|
11-16-2010 |
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(b) | Completion of Election Form . |
(1) | In General . A Key Employee may participate in the Plan after delivering a properly completed and signed Election Form to the Committee. | ||
(2) | Bonus Deferral . To defer a Bonus the following shall apply. |
(A) | The Election Form must be signed and delivered to the Committee no later than the date that is six months before the end of the performance period, provided that in no event may such Election Form be made after such Bonus has become both substantially certain to be paid and readily |
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ascertainable. The Key Employees participation in the Plan will be retroactively effective as of the first day of the calendar year during which the Committee receives the Key Employees Election Form. The Committee may establish an earlier deadline than the last day of the six month preceding the end of the performance period. | |||
(B) | Notwithstanding Section 3.01(b)(2)(A), to be eligible to complete an Election Form, a Key Employee must be continuously employed by the Company beginning January 1 of the calendar year in which the Bonus is deferred and continuing until the Key Employee completes an irrevocable Election Form. | ||
Example. A Participant desires to defer a portion of his or her 2011 Bonus that would ordinarily be paid in early 2012. To be eligible to defer the 2011 Bonus, the Participant must (1) be employed on January 1, 2011, (2) complete the Election Form on or prior to June 30, 2011 (provided the Bonus is not substantially certain to be paid and readily ascertainable on or prior to June 30, 2011) and (3) be continuously employed from January 1, 2011 through the date the Participant completes the Election Form (June 30, 2011 in this example). | |||
(C) | An Election Form shall be irrevocable on the deadline described in Section 3.01(b)(2)(A). | ||
(D) | Each calendar year a Participant must complete a new Election Form pursuant to the rules of this Article 3 to defer a Bonus for such calendar year. An Election Form in place for one calendar year shall not apply to a different calendar year. |
(3) | Salary Deferral . To defer Salary, the following shall apply. |
(A) | The Election Form must be signed and delivered to the Committee no later than December 31 preceding the calendar year for which such Salary would be earned and otherwise paid to the Participant if the election to defer had not been made. The Committee may establish an earlier deadline than December 31. | ||
Example. A Participant desires to defer a portion of his or her Salary to be earned during 2011 and which would ordinarily be paid during 2011. The Participant must sign |
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and deliver the Election Form to the Committee no later than December 31, 2010 (or such earlier date as the Committee determines). | |||
(B) | A Participant who first becomes eligible to participate in the Plan (or any other plan aggregated with the Plan under Code Section 409A) during a calendar year may file an initial election to defer Salary earned during the remaining calendar year subsequent to making his or her election. Such election must be made no later than 30 calendar days after the earlier of (I) the date the Participant first becomes eligible to participate in the Plan or (II) the date the Participant first became eligible to participate in a plan that is aggregated with the Plan under Code Section 409A. | ||
(C) | An Election Form shall be irrevocable on the December 31 deadline described in Section 3.01(b)(3)(A) or the date the election is made in Section 3.01(b)(3)(B) as applicable. | ||
(D) | Unlike a Bonus Deferral, an election made in this Section 3.01(b)(3) shall remain in effect for the subsequent calendar year unless the Participant revokes his or her election to defer Salary prior to the December 31 deadline (or earlier deadline established by the Committee). The effective date of the revocation shall be the next January 1 that follows the Participants revocation of the Salary deferral election. | ||
A Participant makes a timely election to defer 50% of the Participants 2012 Bonus and a timely election to defer 10% of the Participants 2012 Salary. If the Participant fails to execute a new Election Form prior to the deadline for making a 2013 deferral election for Bonuses, the Participant will be deemed to have no deferral election in place for the 2013 Bonus. On the other hand, if the Participant fails to execute a new Election Form prior to the deadline for making a 2013 deferral election for Salary, the Participant will be deemed to have made a timely election to defer 10% of the Participants 2013 Salary. If the Participant later elects to revoke his or her Salary deferral election during 2013, the effective date of such revocation will be January 1, 2014. |
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(c) | Automatic Termination of Election Form . The Participants Election Form for both Bonus deferrals and Salary deferrals will automatically terminate at the earliest of (i) the Participants Termination of Service, (ii) Participants hardship distribution pursuant to Treas. Reg. Section 1.401(k)-1(d)(3), or (iii) the termination of the Plan in accordance with Code Section 409A (See Treas. Reg. Section 1.409A-3(j)(4)(ix). | ||
For example, if a Participant receives a hardship distribution under the terms of the Genuine Partnership Plan (a plan subject to Code Section 401(k)), the Participants Election Form for both Salary deferral and Bonus deferral applicable to the calendar year in which the hardship occurred shall automatically terminate. Following such a hardship, a Participant may not make a new Election Form under this Plan for six months following the hardship distribution. Accordingly, a hardship distribution received on April 1, 2012 would terminate the 2012 Election Form and a new Election Form could not be made until October 1, 2012 (for the 2013 calendar year). |
(d) | Nothing contained in the Plan shall be deemed to give any Key Employee the right to be retained as an employee of the Company. |
4.02 | Deferred Salary . A Key Employee may elect to defer any dollar amount of his or her Salary in accordance with the terms of the Plan and the Election Form. If permitted by the Committee and communicated to Participants, a Key Employee may elect to defer any whole percentage of his or her Salary in accordance with the terms of the Plan and the Election Form. The Committee shall determine if the Key Employee can elect to defer only a specific dollar amount, to defer only a specific whole percentage or to defer either a specific dollar amount or a whole |
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percentage. In no event shall a Participant be entitled to defer more than 100% of his or her Salary. For bookkeeping purposes, each calendar year the amount of Salary which the Key Employee elects to defer pursuant to this Plan shall be transferred to and held in the Participants Salary Deferral Account for such calendar year. |
Former Section 4.03 (Form of Payment) is hereby deleted and is replaced with Section 4.04 (Commencement of Payment) and Section 4.05 (Form of Payment) as follows: |
(a) | Commencement of Payment from Bonus Deferral Accounts . Payment of Plan benefits from the Participants Bonus Deferral Account shall be made as follows. |
(1) | Payment of Plan benefits from the Participants Pre-2011 Bonus Deferral Account (see definition of Bonus Deferral Account) shall commence to be distributed on the first day of the seventh month following the Participants Termination of Service with the Company. For example, if a Participant has a Termination of Service on January 12, payment of plan benefits from the Participants Pre-2011 Bonus Deferral Account shall commence on August 1 (the first day of the seventh month following January 12). | ||
(2) | Payment of Plan benefits from the Participants Bonus Deferral Account other than from the Pre-2011 Bonus Deferral Account (e.g., the 2011 Bonus Deferral Account, the 2012 Bonus Deferral Account and so on) shall commence to be distributed on the date elected by the Participant on the Election Form for such Bonus Deferral Account and consistent with the provisions of Section 4.04(c). The election must be made at the same time the Participant completes the Election Form for such Bonus deferral. Again, the Participant may elect a different commencement date for each calendar years Bonus Deferral Account beginning with |
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the Bonus deferral for the 2011 calendar year (i.e., the bonus that ordinarily would be paid in early 2012). |
(b) | Commencement of Payment from Salary Deferral Accounts . Payment of Plan benefits from each calendar years Salary Deferral Account shall commence to be distributed on the date elected by the Participant on the Election Form for such Salary Deferral Account and consistent with the provisions of Section 4.04(c). The election must be made at the same time the Participant completes or is deemed to complete the Election Form for such Salary deferral. Again, the Participant may elect a different commencement date for each calendar years Salary Deferral Account. | ||
(c) | Available Payment Dates for Salary Deferral Accounts and for 2011 and later Bonus Deferral Accounts . A Participant may elect one of the following dates to commence payment of the Participants Salary Deferral Account and to commence payment of the Participants 2011 or later Bonus Deferral Account. A separate election may be made for each calendar years deferral election. In addition, one election can be made for the distribution of a Participants Salary Deferral Account and a different election for the distribution of a Participants Bonus Deferral Account even though both relate to the same calendar year. For example, the Participant could elect to commence payment of the Participants 2012 Salary in accordance with Section 4.04(c)(1) and elect payment of the Participants 2012 Bonus in accordance with Section 4.04(c)(2). |
(1) | The Participants Termination of Service. If this commencement date is elected, actual payment of the Participants Salary Deferral Account and Bonus Deferral Account will not commence until first day of the seventh month following the Participants Termination of Service with the Company. For example, if a Participant has a Termination of Service on January 12, payment of plan benefits shall commence on August 1 (the first day of the seventh month following January 12. | ||
(2) | A specific future date elected by the Participant on the Election Form based on a specific future calendar date or the attainment of a specific age. The specific future date or age must be at least two years in the future from the first day of the calendar year for which the deferral relates. For example, if a Participant made a Salary deferral election for the 2012 calendar year, the earliest payment would be January 1, 2014 (two years from January 1, 2012). | ||
(3) | The Participants election to commence payment of his or her Account shall be irrevocable. |
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4.05 Form of Payment. |
(a) | Optional Forms of Payment . The amount of the Participants Account shall be paid to the Participant either in a lump sum or in a number of approximately equal annual installments designated by the Participant on the Election Form. Such annual installments may be for 5 years, 10 years or 15 years. If a Participant elects to receive a distribution of his or her Account in installments, the Committee may purchase an annuity from an insurance company which annuity will pay the Participant the desired annual installments. If the Committee purchases an annuity contract, the Key Employee will have no further rights to receive payments from the Company or the Plan with respect to the amounts subject to the annuity. If the Committee does not purchase an annuity contract, the amount of the Account remaining unpaid shall continue to receive allocations of income as provided in Section 4.03. If the Participant fails to designate a payment method in the Election Form, the Participants Account shall be distributed in a lump sum. | ||
(b) | Payment Form Election for Pre-2011 Bonus Deferral Account . |
(1) | General Rule . A Participant shall elect one payment form for all Bonus amounts deferred under this Plan and held in the Pre-2011 Bonus Deferral Account. Such election shall be made on the Participants initial Election Form and is irrevocable for all subsequent deferrals and Election Forms. | ||
(2) | Payment Form Elections Prior to January 1, 2007 . Prior to January 1, 2007, a Participant could elect a different payment form for each Bonus deferred under this Plan. If applicable to a Participant, the Committee shall establish sub-accounts within a Participants Pre-2011 Bonus Deferral Account (to the extent necessary) to identify the portion of a Participants Account that will be distributed in the form the Participant designated in the Election Form. | ||
(3) | 2007 Payment Form Election . During 2007, Participants in the Plan were permitted to change a prior Payment Form pursuant to a transition rule in Code Section 409A. Such elections were irrevocable. The Payment Form in effect for such Participants for the 2007 calendar year shall apply to all subsequent Bonus deferrals under this Plan and held in the Pre-2011 Bonus Deferral Account. |
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(c) | Payment Form Election for Bonus Deferral Account (other than the Pre-2011 Bonus Deferral Account) . |
(1) | General Rule . For Bonuses to be earned during 2011 and later, A Participant may elect a different payment form described in Section 4.05(a) for each calendar years Bonus Deferral Account. Such payment form must be elected on the Election Form applicable to such calendar years Bonus Deferral Account. | ||
(2) | Irrevocable Election . A Participants election of a payment form for each 2011 or later Bonus Deferral Account is irrevocable and the Participant may not modify or otherwise revoke the benefit payment form designated on an Election Form. |
(d) | Payment Form Election for Salary Deferrals . |
(1) | General Rule. A Participant may elect a different payment form described in Section 4.05(a) for each calendar years Salary Deferral Account. Such payment form must be elected on the Election Form applicable to such calendar years Salary Deferral Account. | ||
(2) | Irrevocable Election. A Participants election of a payment form for each Salary Deferral Account is irrevocable and the Participant may not modify or otherwise revoke the benefit payment form designated on an Election Form. |
(e) | Acceleration of Payment . The Committee may involuntarily cash out a Participants interest in this Plan in a single lump sum following the Participants Termination of Service if the following criteria are satisfied: |
(1) | The Committee determines in writing to involuntarily cash out the Participant (such writing must be completed before the payment is distributed). | ||
(2) | The payment results in the termination and liquidation of the Participants entire interest under this Plan as well as under any agreement, program, or arrangement that is aggregated with this Plan under Treas. Reg. Section 1.409A-1(c)(2); and | ||
(3) | The lump sum payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B) (the maximum permissible 401(k) contribution not including catch-up contributions). |
(f) | Payment to Beneficiary . Upon the Participants death, all unpaid amounts held in the Participants Account shall be paid to the Participants |
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PENSION AND BENEFITS COMMITTEE
|
||||
By: | /s/ Frank M. Howard | |||
Name Frank M. Howard | ||||
Title Senior Vice President and Treasurer | ||||
Date: November 16, 2010
|
||||
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Jurisdiction of
|
||||||
Name | % Owned | Incorporation | ||||
BALKAMP
|
100.0 | % | INDIANA | |||
EIS, INC.
|
100.0 | % | GEORGIA | |||
EIS DOMINICAN REPUBLIC, LLC
|
100.0 | % | GEORGIA | |||
GENUINE PARTS FINANCE COMPANY
|
100.0 | % | DELAWARE | |||
GPC PROCUREMENT COMPANY
|
100.0 | % | GEORGIA | |||
NATIONAL AUTOMOTIVE PARTS ASSOCIATION
|
95.0 | % | MICHIGAN | |||
MOTION INDUSTRIES, INC.
|
100.0 | % | DELAWARE | |||
HUB TOOL & SUPPLY, INC.
|
100.0 | % | KANSAS | |||
S.P. RICHARDS COMPANY
|
100.0 | % | GEORGIA | |||
S.P.R. PROCUREMENT COMPANY
|
100.0 | % | GEORGIA | |||
SHUSTER CORPORATION
|
100.0 | % | GEORGIA | |||
DRAGO SUPPLY COMPANY
|
100.0 | % | TEXAS | |||
1ST CHOICE AUTO PARTS, INC.
|
51.0 | % | GEORGIA | |||
THE FLOWERS COMPANY
|
46.5 | % | NORTH CAROLINA | |||
GENERAL TOOL & SUPPLY
|
100.0 | % | OREGON | |||
GENUINE PARTS HOLDINGS, ULC
|
100.0 | % | NOVA SCOTIA, CANADA | |||
GENUINE PARTS INVESTMENT COMPANY
|
100.0 | % | DELAWARE | |||
GPC MEXICO, S.A. de C.V.
|
100.0 | % | PUEBLA, MEXICO | |||
EIS de MEXICO
|
100.0 | % | GUADALAJARA, JALISCO, MEXICO | |||
EIS HOLDINGS (CANADA), INC.
|
100.0 | % | BRITISH COLUMBIA, CANADA | |||
MOTION INDUSTRIES (CANADA), INC.
|
100.0 | % | OTTAWA, ONTARIO | |||
MOTION MEXICO S. de RL de CV
|
100.0 | % | GUADALAJARA, MEXICO | |||
S. P. RICHARDS CO. CANADA, INC.
|
100.0 | % | BRITISH COLUMBIA, CANADA | |||
UAP INC.
|
100.0 | % | QUEBEC, CANADA | |||
GARANAT INC.
|
100.0 | % | FEDERAL, CANADA | |||
UAPRO INC
|
100.0 | % | FEDERAL, CANADA | |||
UNITED AUTO PARTS (Eastern) LTD.
|
100.0 | % | ONTARIO, CANADA | |||
SERVICES FINANCIERS UAP INC
|
100.0 | % | QUEBEC, CANADA | |||
GPC GLOBAL SOURCING LTD.
|
100.0 | % | HONG KONG, CHINA | |||
GENUINE PARTS SOURCING (SHENZHEN) COMPANY LTD.
|
100.0 | % | SHENZHEN, CHINA | |||
ALTROM CANADA CORP.
|
100.0 | % | BRITISH COLUMBIA, CANADA |