þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Georgia
(State or other jurisdiction of incorporation or organization) |
58-0254510
(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 |
Class | Outstanding at February 10, 2006 | |
Common Stock, $1 par value per share | 172,916,394 shares |
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Total Number of | ||||||||||||||||
Total | Shares Purchased as | Maximum Number of | ||||||||||||||
Number of | Average | Part of Publicly | Shares That May Yet Be | |||||||||||||
Shares | Price Paid | Announced Plans or | Purchased Under the | |||||||||||||
Period | Purchased | Per Share | Programs | Plans or Programs | ||||||||||||
October 1, 2005
through October
31, 2005
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264,755 | $ | 42.19 | 264,755 | 3,535,077 | |||||||||||
November 1, 2005
through November
30, 2005
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| | | 3,535,077 | ||||||||||||
December 1, 2005
through December
31, 2005
|
279,566 | $ | 43.86 | 279,566 | 3,255,511 | |||||||||||
Totals
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544,321 | $ | 43.05 | 544,321 | 3,255,511 |
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Exhibit 10.8 *
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Restricted Stock Agreement dated February 25, 1999, between the Company and Thomas C. Gallagher. (Incorporated herein by reference from the Companys Form 10-Q, dated May 3, 1999.) | |
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Exhibit 10.9 *
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Amendment to the Genuine Parts Company 1992 Stock Option and Incentive 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.) | |
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Exhibit 10.10 *
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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.) | |
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Exhibit 10.11 *
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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.) | |
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Exhibit 10.12 *
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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.) | |
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Exhibit 10.13 *
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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.) | |
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Exhibit 10.14 *
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Trust Agreement Executed in Conjunction with the Genuine Parts Company Supplemental Retirement Plan, dated July 1, 2001, effective July 1, 2001. (Incorporated herein by reference from the Companys Annual Report on Form 10-K, dated March 7, 2002.) | |
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Exhibit 10.15 *
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Amendment No. 1 to the Trust Agreement Executed in Conjunction with the Genuine Parts Company Non-Qualified Deferred Compensation Plans, dated December 5, 2001, effective July 1, 2001. (Incorporated herein by reference from the Companys Annual Report on Form 10-K, dated March 7, 2002.) | |
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Exhibit 10.16 *
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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.) | |
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Exhibit 10.17 *
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Amendment to the Genuine Parts Company 1992 Stock Option and Incentive Plan, dated November 19, 2001, effective November 19, 2001. (Incorporated herein by reference from the Companys Annual Report on Form 10-K, dated March 21, 2003.) | |
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Exhibit 10.18 *
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Genuine Parts Company Supplemental Retirement Plan, as amended and restated effective January 1, 2003, and executed October 22, 2003. (Incorporated herein by reference from the Companys Annual Report on Form 10-K, dated March 8, 2004.) |
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Exhibit 10.19 *
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Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, dated October 27, 2003, effective January 1, 2003. (Incorporated herein by reference from the Companys Annual Report on Form 10-K, dated March 8, 2004.) | |
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Exhibit 10.20 *
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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.) | |
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Exhibit 10.21 *
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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.) | |
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Exhibit 10.22 *
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Genuine Parts Company 2004 Annual Incentive Bonus Plan, effective January 1, 2004. (Incorporated herein by reference from the Companys Annual Report on Form 10-K, dated March 7, 2005.) | |
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Exhibit 10.23 *
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Description of Director Compensation. (Incorporated herein by reference from the Companys Annual Report on Form 10-K, dated March 7, 2005.) | |
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Exhibit 10.24 *
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Genuine Parts Company Performance Restricted Stock Unit Award Agreement. (Incorporated herein by reference from the Companys Annual Report on Form 10-K, dated March 7, 2005.) | |
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Exhibit 10.25 *
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Genuine Parts Company Stock Appreciation Rights Agreement. (Incorporated herein by reference from the Companys Annual Report on Form 10-K, dated March 7, 2005.) | |
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Exhibit 10.26 *
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Genuine Parts Company Restricted Stock Unit Award Agreement. (Incorporated herein by reference from the Companys Annual Report on Form 10-K, dated March 7, 2005.) | |
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Exhibit 10.27 *
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Amendment No. 7 to the Genuine Partnership Plan, dated November 9, 2005, effective August 1, 2005. | |
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Exhibit 10.28 *
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Amendment No. 5 to the Genuine Parts Company Pension Plan, dated November 9, 2005, effective January 1, 2005. | |
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Exhibit 10.29 *
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Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan, dated December 28, 2005, effective January 1, 2006. | |
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Exhibit 10.30 *
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Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, dated November 9, 2005, effective January 1, 2006. | |
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Exhibit 10.31 *
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Amendment No. 3 to the Genuine Parts Company Supplemental Retirement Plan, dated December 28, 2005, effective January 1, 2006. | |
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Exhibit 10.32 *
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Amendment No. 2 to the Genuine Parts Company Death Benefit Plan, dated November 9, 2005, effective April 1, 2005. |
* | Indicates management contracts and compensatory plans and arrangements. |
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3/3/06
/s/ Jerry W. Nix
3/3/06
(Date)
Jerry W. Nix
(Date)
Chairman, President and Chief Executive Officer
Vice Chairman and Chief Financial Officer
Table of Contents
2/20/06
/s/ Richard W. Courts II
2/20/06
(Date)
Richard W. Courts II
(Date)
Director
2/20/06
/s/ Thomas C. Gallagher
2/20/06
(Date)
Thomas C. Gallagher
(Date)
Director
2/20/06
/s/ Michael M. E. Johns
2/20/06
(Date)
Michael M. E. Johns
(Date)
Director
2/20/06
/s/ Wendy B. Needham
2/20/06
(Date)
Wendy B. Needham
(Date)
Director
2/20/06
/s/ Larry L. Prince
2/20/06
(Date)
Larry L. Prince
(Date)
Director
2/20/06
/s/ Lawrence G. Steiner
2/20/06
(Date)
Lawrence G. Steiner
(Date)
Director
2/20/06
(Date)
Table of Contents
Balance at | Charged | Balance at | ||||||||||||||
Beginning | to Costs | End | ||||||||||||||
of Period | and Expenses | Deductions | of Period | |||||||||||||
Year ended December 31, 2003:
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Reserves and allowances deducted
from asset accounts:
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Allowance for uncollectible accounts
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$ | 8,227,971 | $ | 23,783,043 | $ | (23,459,723 | ) 1 | $ | 8,551,291 | |||||||
Reserve for facility consolidations
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$ | 8,000,000 | | $ | (4,700,000 | ) 2 | $ | 3,300,000 | ||||||||
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Year ended December 31, 2004:
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Reserves and allowances deducted
from asset accounts:
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Allowance for uncollectible accounts
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$ | 8,551,291 | $ | 20,697,493 | $ | (16,455,978 | ) 1 | $ | 12,792,806 | |||||||
Reserve for facility consolidations
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$ | 3,300,000 | | $ | (1,000,000 | ) 2 | $ | 2,300,000 | ||||||||
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Year ended December 31, 2005:
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Reserves and allowances deducted
from asset accounts:
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Allowance for uncollectible accounts
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$ | 12,792,806 | $ | 16,355,525 | $ | (17,762,647 | ) 1 | $ | 11,385,684 | |||||||
Reserve for facility consolidations
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$ | 2,300,000 | | $ | (720,000 | ) 2 | $ | 1,580,000 |
1 | Uncollectible accounts written off, net of recoveries. | |
2 | Facility consolidation expenses paid. |
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3.1 | Restated Articles of Incorporation of the Company, dated November 15, 2004. | ||||
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3.2 | By-laws of the Company, as amended February 19, 2001. | ||||
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4.2 | Specimen Common Stock Certificate. | ||||
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4.3 | Note Purchase Agreement dated November 30, 2001. | ||||
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Instruments with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis have not been filed. The Registrant agrees to furnish to the Commission a copy of each such instrument upon request. | ||||||
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10.1* | Form of Amendment to Deferred Compensation Agreement adopted February 13, 1989, between the Company and certain executive officers of the Company. | ||||
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10.2* | Form of Agreement adopted February 13, 1989, between the Company and certain executive officers of the Company providing for a supplemental employee benefit upon a change in control of the Company. | ||||
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10.3* | 1992 Stock Option and Incentive Plan, effective April 20, 1992. | ||||
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10.4* | Restricted Stock Agreement dated March 31, 1994, between the Company and Thomas C. Gallagher. | ||||
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10.5* | The Genuine Parts Company Restated Tax-Deferred Savings Plan, effective January 1, 1993. | ||||
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10.6* | Amendment No. 1 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 1, 1996, effective June 1, 1996. | ||||
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10.7* | Genuine Parts Company Death Benefit Plan, effective July 15, 1997. | ||||
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10.8* | Restricted Stock Agreement dated February 25, 1999, between the Company and Thomas C. Gallagher. | ||||
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10.9* | Amendment to the Genuine Parts Company 1992 Stock Option and Incentive Plan, dated April 19, 1999, effective April 19, 1999. | ||||
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10.10* | Amendment to the Genuine Parts Company Tax-Deferred Savings Plan, dated April 19, 1999, effective April 19, 1999. | ||||
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10.11* | The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August 19, 1996. | ||||
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10.12* | Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999, effective April 19, 1999. | ||||
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10.13* | Amendment No. 3 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2001, effective July 1, 2001. | ||||
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10.14* | Trust Agreement Executed in Conjunction with the Genuine Parts Company Supplemental Retirement Plan, dated July 1, 2001, effective July 1, 2001. | ||||
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10.15* | Amendment No. 1 to the Trust Agreement Executed in Conjunction with the Genuine Parts Company Non-Qualified Deferred Compensation Plans, dated December 5, 2001, effective July 1, 2001. | ||||
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10.16* | Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001. | ||||
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10.17* | Amendment to the Genuine Parts Company 1992 Stock Option and Incentive Plan, dated November 19, 2001, effective November 19, 2001. | ||||
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10.18* | Genuine Parts Company Supplemental Retirement Plan, as amended and restated effective January 1, 2003, and executed October 22, 2003. | ||||
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10.19* | Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, dated October 27, 2003, effective January 1, 2003. | ||||
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10.20* | Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 5, 2003, effective June 5, 2003. | ||||
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10.21* | Genuine Parts Company Directors Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003. |
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10.22* | Genuine Parts Company 2004 Annual Incentive Bonus Plan, effective January 1, 2004. | ||||
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10.23* | Description of Director Compensation. | ||||
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10.24* | Genuine Parts Company Performance Restricted Stock Unit Award Agreement. | ||||
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10.25* | Genuine Parts Company Stock Appreciation Rights Agreement. | ||||
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10.26* | Genuine Parts Company Restricted Stock Unit Award Agreement. |
* | Indicates management contracts and compensatory plans and arrangements. |
(a) | In General . If an Eligible Employee is normally scheduled to work forty (40) or more hours per week (Full-Time Employee), such Eligible Employee shall participate in the Plan in accordance with Section 3.01(b) below. If an Eligible Employee is normally scheduled to work fewer than forty (40) hours per week (Part-Time Employee), such Eligible Employee shall participate in the Plan in accordance with Section 3.01(c) below. . |
(1) | For purposes of becoming eligible to make Pre-Tax Contributions and for all other purposes of the Plan related to making Pre-Tax Contributions (e.g. Investment Funds and elections) other than eligibility to receive an Employer Contribution and an allocation of forfeitures, the later of (i) the first day of the payroll period that is as soon as administratively feasible after the Eligible Employee has completed ninety (90) days of Employment and attained age 18 or (ii) the date the Employee becomes a member of the class of Eligible Employees. |
(c) | Part-Time Employees . An Eligible Employee who is a Part-Time Employee shall become a Participant in the Plan for all purposes of the Plan on the first day of the payroll period that is as soon as administratively feasible following the later of (i) the date on which the Eligible Employee has both completed one Year of Eligibility Service and attained age 18 or (ii) the date the Employee becomes a member of the class of Eligible Employees. |
3.01(e) Change in Status. |
(i) | Change from Full-Time to Part-Time . If an Eligible Employee changes employment status from Full-Time to Part-Time, such Eligible Employee will begin participation in the Plan as follows: |
(A) | If the Eligible Employee satisfies the requirements of Section 3.01(b) before becoming a Part-Time Employee, such Eligible Employee shall continue participation in the Plan even if the requirements of Section 3.01(c) have not been satisfied. | ||
(B) | If the Eligible Employee had not satisfied the requirements of Section 3.01(b) before becoming a Part-Time Employee, such Eligible Employee must satisfy the requirement of Section 3.01(c), but counting all Employment as a Full-Time Employee and a Part-Time Employee. |
(ii) | Change from Part-Time to Full-Time . If an Eligible Employee changes employment status from Part-Time to Full-Time, such Eligible Employee will begin participation in the Plan on the earlier of the following dates: |
(A) | For an Eligible Employee who satisfies the requirements of Section 3.01(b) (but only counting Employment after becoming a Full-Time Employee), the date specified in Section 3.01(b). | ||
(B) | For an Eligible Employee who satisfies the requirements of Section 3.01(c) (counting Employment both as a Part-Time Employee and a Full-Time Employee), the date specified in Section 3.01(c). |
4.01 | Pre-Tax Contributions . | ||
Effective on the Participants initial Entry Date, or other date on which the Participant first begins participation in the Plan in accordance with Article 3, a Participant may elect to make Pre-Tax Contributions to the Plan. If a Participant fails to elect to make Pre-Tax Contributions at that time, a Participant may elect to make Pre-Tax Contributions to the Plan effective as of the first day of any subsequent month (except during periods of suspension see Section 4.03). A Participants Pre-Tax Contributions to the Plan shall be made by means of payroll deduction. A Participant may contribute as a Pre-Tax Contribution any whole percentage from 1% to 25% of his Compensation during any Plan Year. |
(a) | Change in Contribution Percentage . A Participant may increase or decrease the percentage of his Compensation contributed as a Pre-Tax Contribution effective as soon as administrative feasible following delivery of written notice to the committee or by other means as approved by the Committee. |
(b) | Suspension of Contributions . A Participant may suspend his Pre-Tax Contributions at any time by properly completing a form prescribed by the Committee. The suspension of Pre-Tax Contributions will be effective on the first day of the Participants normal payroll period that begins 30 days after the Participant delivers the completed form to the Committee. A Participant may resume making Pre-Tax Contributions as soon as administratively feasible after informing the Committee in writing prior to the date on which the Pre-Tax Contributions are to resume. The Committee, on a nondiscriminatory basis, may prescribe a lesser number of days on which the suspension of Pre-Tax Contributions is to be effective. A Participants Pre-Tax contributions shall automatically be suspended beginning on the first payroll period that commences after the Participant is not in receipt of Compensation, the Participants layoff or the Participants Authorized Absence without pay. |
(1) | Account Less Than $1,000 . If the Participants vested Account balance is less than or equal to $1,000 at the time of the Distribution, such Account will be distributed in a lump sum no later than 60 days after the end of the Plan Year in which such Termination Date occurred. |
9.13 | Directed Investment . | ||
A Participant who requests a loan shall be deemed to have directed the Committee to invest assets held in his Account by the amount of the loan, and until such loan is repaid, such loan shall be considered a directed investment of the Participants Account hereunder. The Plan monies which are used to fund the Participant loan shall be withdrawn from the Participants Account in the following order (and principal and interest loan repayments shall be added back to such Accounts in the same order): |
(a) | the Pre-Tax Contribution Account; |
(b) | the Rollover Account; | ||
(c) | the Qualified Nonelective Contribution Account; and | ||
(d) | the Prior Employer Account (in accordance with the Committees determination of the order of sub-accounts under the Prior Employer Account) |
COMMITTEE TO THE
GENUINE PARTNERSHIP PLAN |
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By: | |||||
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Frank Howard, acting on behalf of the Committee | ||||||
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Date: | |||||
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(iv) | For lump sum distributions made on or after January 1, 2005, the term Applicable Interest Rate means the annual rate of interest on the 30-year Treasury securities for the month of August that precedes the beginning of the Plan Year in which such distribution occurs. (Note that the August rates are published in September). | ||
(v) | Special Rule for Annuity Starting Dates Between January 1, 2005 and December 1, 2006 . For any Participant whose Annuity Starting Date occurs on or after January 1, 2005, but prior to December 1, 2006, the term Applicable Interest Rate will be either (a) or (b) which follow, whichever results in the larger distribution: (a) the rate in Section 2.03(c)(2)(iv) above; or (b) the annual rate of interest on the 30-year Treasury securities for the month of October that precedes the beginning of the Plan Year in which the distribution occurs. (Note that the October rates are published in November). |
(d) | Attained Age . For purposes of determining actuarial equivalence and actuarial adjustments, age shall be determined using attained age, not the nearest age or age in years and months. |
(iv) | For Participants who terminate their Employment before attaining age 55 and completing 15 years of Credited Service and are therefore entitled to a Retirement Income under Section 4.05, the Participants Normal Retirement Date. However, if such Participants elect to delay the commencement of their Retirement Income to a later date, in such event the Participants Annuity Starting Date shall mean the Participants Delayed Retirement Date. | ||
(v) | In no event may a Participants Annuity Starting Date occur before the Participants Termination Date and may not be later than the required beginning date set forth in Section 6.03(a)(ii). |
(a) | Unmarried Participants may designate any individual as a Beneficiary in accordance with procedures established by the Committee to receive any distribution to which the Participant is entitled under the Plan in the event of the Participants death. In the event that the unmarried Participant selects the 10 Year Certain and Life distribution option in accordance with Section 6.02, the Participant may designate any individual, trust or estate as a Beneficiary. The Committee may require certification by a Participant in any form it deems appropriate of the Participants marital status prior to accepting or honoring any Beneficiary designation. Any Beneficiary designation by an unmarried Participant shall be void if the Participant revokes the designation or marries. Any Beneficiary designation by an unmarried Participant shall also be void to the extent that it conflicts with the terms of a qualified domestic relations order. | ||
If an unmarried Participant fails to designate a Beneficiary or if the designated Beneficiary fails to survive the Participant, the Beneficiary shall be the surviving descendants of the Participant (who shall take per stirpes) and if there are no surviving descendants, the Beneficiary shall be the Participants estate. For the purposes of the foregoing sentence, the term descendants shall include any persons adopted by a Participant or by any of his descendants. | |||
(b) | A married Participants Beneficiary shall be his Spouse unless the terms of a qualified domestic relations order require payment to a non-Spouse Beneficiary. However, see Section 6.02 for limited circumstances where a Participant can (with spousal consent) designate a non-spouse Beneficiary. A married Participants designation of a non-Spouse Beneficiary shall remain valid until revoked by the Participant or until the Participant marries a Spouse who had not consented to the designation. | ||
For purposes of this Section, revocation of prior Beneficiary designations will occur when a Participant; (i) files a valid designation with the Committee, or (ii) files a signed statement with the Committee evidencing his intent to revoke any prior designations. |
Effective January 1, 2005, Section 2.17 is hereby revised to read as follows: | ||
2.17 | Delayed Retirement Date shall mean for a Participant who continues his or her Employment beyond the Participants Normal Retirement Date or elects to defer the Annuity Starting Date of his or her Retirement Income beyond Normal Retirement Date, the first day of the month that is as soon as administratively feasible following the date on which the Participant (i) has a Termination Date and (ii) properly submits all required elections and documentation to begin the receipt of Retirement Income. A Participants Delayed Retirement Date may not be later than the required beginning date set forth in Section 6.03(a)(ii). |
Effective January 1, 2005, Section 2.20 is hereby revised to read as follows: | ||
2.20 | Early Retirement Date shall mean the first day of the month that is as soon as administratively feasible following the day on which the Participant (i) completes fifteen (15) years of Credited Service and has attained age fifty-five (55), (ii) actually terminates Employment and (iii) properly submits all required elections and documentation to begin the receipt of Retirement Income prior to the Participants Normal Retirement Date. |
2.45 | Spouse shall mean, as of any applicable date, a person who: |
(a) | was married to a Participant in a religious or civil ceremony recognized under the laws of the state where the marriage was contracted; | ||
(b) | was married to the Participant on the Participants Annuity Starting Date; and | ||
(c) | is recognized as being married to the Participant under federal law including the Defense of Marriage Act and the Code. |
(a) | A Participant who retires on his or her Normal Retirement Date and has properly and timely submitted all required elections and documentation as determined by the Committee is entitled to receive an annual Retirement Income beginning on his Normal Retirement Date payable in monthly installments in the form described in Article VI. A Participant who has attained Normal Retirement Age shall become 100% vested in his Accrued Benefit. |
(b) | A Participant with at least three years of Vesting Service who terminates his Employment for any reason other than his Retirement or death shall be entitled to the monthly Retirement Income described below payable in accordance with Article VI commencing on his or her Normal Retirement Date or, if the Participant elects, his or her Delayed Retirement Date An election to commence benefits must be properly and timely submitted with all required elections and documentation as determined by the Committee. |
(d) | Upon attaining age 55, a Participant who has completed at least 15 years of Credited Service as of his Termination Date may elect to receive a monthly Retirement Income commencing on his Early Retirement Date or on the first day of any month after his Early Retirement Date but in no event later than the Participants Delayed Retirement Date, whichever the Participant elects. Such Retirement Income shall be computed in the same manner his Retirement Income would be determined under Section 4.05(c) (but by taking into account the reduction for each complete month that the commencement of such benefits precedes the Participants Normal Retirement Date as set forth in Section |
4.02). An election to commence benefits must be properly and timely submitted with all required elections and documentation as determined by the Committee. |
(a) | This Section 4.06(a) shall apply to any Participant who has a Termination Date under the provisions of this Plan, (ii) was receiving or was entitled to receive Retirement Income hereunder and returns to Employment with Employer, and (iii) is anticipated to receive Credited Service hereunder after his reemployment. Such Participant shall be subject to the following provisions: |
(4)(ii) | The monthly Retirement Income the Participant was receiving or was entitled to receive prior to his termination of Employment. However, the Participants Retirement Income shall be actuarially increased for the period of time beginning on the later of the Participants Normal Retirement Date or the date the Participants Retirement Income was suspended and ending on the date his or her Retirement Income resumes. |
(b) | If a Participants Annuity Starting Date is his or her Delayed Retirement Date, but the Participant is not subject to the rules of Section 4.06(a), the Participants Retirement Income shall be computed as set forth in Section 4.04 (particularly 4.04(c) regarding actuarial increases after a Participants Normal Retirement Date). |
(2) | Applicable Interest Rate shall mean the lesser of |
i. | The Applicable Interest Rate as defined in Section 2.03 (Actuarial Equivalent) or | ||
ii. | The annual rate of interest on 10-year Treasury notes for the month of August that precedes the beginning of the Plan Year in which such distribution occurs. However, from January 1, 2005 until November 1, 2006, the interest rate for this Section 4.10(b)(2)(ii) shall be the rate in effect for the month of October that precedes the beginning of the Plan Year in which the distribution occurs (i.e., the Plan language in effect prior to January 1, 2005) if such interest rate produces a greater lump sum. |
(e) | The Spouse may elect to receive the Pre-Retirement Survivor Annuity commencing as of the date of the Participants deemed Retirement or as of the first day of any succeeding month. Payment will start on the first day of the month that is 30 days (or the first day of the month that is as soon as administratively feasible thereafter), following the later of (i) the Participants deemed Retirement or (ii) the timely and proper completion of the Spouses application for payment of the Pre-Retirement Survivor Annuity in accordance with procedures established by the Committee. In no event will the Pre-Retirement Survivor Annuity commence later than April 1 of the calendar year following the date the Participant would have attained age 70- 1 / 2 (or the first day of the month that is as soon as administratively feasible following the Participants death, if later). | ||
The monthly Retirement Income of a delayed Pre-Retirement Survivor Annuity shall equal the Actuarial Equivalent of a Pre-Retirement Survivor Annuity commencing as of the date of the Participants deemed Retirement. If the Spouse dies prior to the commencement of the Pre-Retirement Survivor Annuity, no monthly Retirement Income payments shall be made under this Section 5.01. |
5.02 | GPC Death Benefit Plan . | ||
The Company established a self-funded death benefit (the GPC Death Benefit). If a surviving Spouse is otherwise entitled to the Pre-Retirement Survivor Annuity, the surviving Spouse may waive the Pre-Retirement Survivor Annuity and in lieu thereof elect the GPC Death Benefit (if otherwise available under the terms of the GPC Death Benefit). It is the purpose of this Section 5.02 that if an individual receives the GPC Death Benefit, no Pre-Retirement Survivor Annuity shall be payable under this Plan. The surviving Spouse must waive the Pre-Retirement Survivor Annuity in favor of the GPC Death Benefit no later than the last day of the third month after the Committee receives notification of the Participants death. If the surviving Spouse does not make the waiver within this time period, the Pre-Retirement Survivor Annuity shall be deemed elected by the surviving Spouse. |
5.03 | Reserved |
5.06 | Lump Sum Distribution to Beneficiary . | ||
The Plan Administrator shall pay a Spouse or Beneficiary his or her Retirement Income under this Article V in a single lump sum in lieu of the Spouses or Beneficiarys monthly Retirement Income, provided the Actuarial Equivalent present value of the Spouses or Beneficiarys monthly Retirement Income payments is $1,000 or less. Notwithstanding anything to the contrary in this Plan, payment of any such lump sum shall act as a complete discharge of the Plans obligation to provide any benefit to the Spouse or any Beneficiary. This provision applies to any Spouse and Beneficiary whose Annuity Starting Date has not commenced as of January 1, 2005. |
(d) | Prior to the Participants Annuity Starting Date, the Plan Administrator shall provide an election form on which the Participant may elect an optional form of benefit. In addition to the election form, the Plan Administrator shall provide each Participant a written explanation of the applicable automatic form of payment described in Section 6.01 and the optional forms of payment described in Section 6.02(a). Such explanation should describe the circumstances under which Joint and 50% Survivor Annuity will be provided, and an explanation of the financial effect of electing not to have such form. Furthermore, the written explanation shall provide a general description of the eligibility conditions (if any) and other material features of the optional forms of payment including sufficient information regarding the relative values of the optional forms of payment and the automatic form of payment. If payment is scheduled to commence prior to the required beginning date specified in Section 6.03(a)(ii), the written explanation must also inform the Participant of his right to defer receipt of the distribution until such required beginning date. If a Participant makes a request for additional information that is received 90 days prior to the Annuity Starting Date, such information must be furnished within 30 days. The Participant will then be entitled to a 90-day period in which to make or change an election and, in such case, the Participants first payment and Annuity Starting Date shall be postponed until the first day of the month that is as soon as administratively feasible after such election form has been received. |
(a)(i) | If the Participant is entitled to commence the receipt of Retirement Income (see Article 4), in such event the payment of Retirement Income commence shall commence no later than the 60th day after the latest of the close of the Plan Year in which: |
(ii) | Notwithstanding Section 6.03(a)(i), distributions to the Participant shall commence not later than April 1 following the later of the calendar year in which the Participant (i) attains age 70- 1 / 2 or (ii) has a Termination Date. However, if a Participant is a 5% owner of an Employer (as defined in Code Section 401(a)(9) and the Treasury Regulations thereunder), such Participants Retirement Income shall commence no later than April 1 following the calendar year in which the Participant attains age 70- 1 / 2 . (The applicable commencement date described above, is referred to as the required beginning date). However, a Participant who is in active Employment, who is not a 5% owner and who attained age 70- 1 / 2 after December 31, 1996 and prior to January 1, 1999, may elect to receive a distribution under this Section 6.03 prior to his or her Termination Date. |
6.04 | Small Payments . |
(a) | Notwithstanding anything in this Plan to the contrary, the Plan Administrator shall pay a Participants Retirement Income in a single lump sum if, as of the payment date, the Actuarial Equivalent present value of the Participants vested Retirement Income is $1,000 or less and monthly Retirement Income payments to the Participant have not commenced. If the value of a Participants vested Retirement Income exceeds$1,000, the Participant and the Participants Spouse (if any) must consent to any distribution of such Retirement Income. | ||
(b) | If, in accordance with Article IV, a Participant is entitled to a distribution from the Plan, such Participants monthly Retirement Income payments have not begun, and the Actuarial Equivalent present value of such Participants vested Retirement Income is greater than $1,000, but does not exceed $5,000, such Participant may voluntarily request that such amount be distributed in the form of a lump sum payment. This Section 6.04(b) is only valid beginning January 1, 2005 until August 4, 2005. | ||
(c) | Notwithstanding anything in this Section 6.04 to the contrary, the Plan Administrator shall pay an alternate payees benefit pursuant to a valid qualified domestic relations order (as such terms are defined in Code Section 414(p)) in a single lump sum if, as of the payment date, the Actuarial Equivalent present value of the alternate payees benefit is $5,000 or less and no payments to such alternate payee have commenced. | ||
(d) | Notwithstanding anything to the contrary in this Plan, the payment of any such lump sum shall act as a complete discharge of the Plans obligation to provide any benefit to the Participant, his alternate payee or any beneficiary of such alternate payeehis Spouse or any Beneficiary of such Participant or Spouse. In the event of the subsequent employment of a Participant who has received a single sum cash payment pursuant to this paragraph, such Participant shall continue to accrue a benefit under this Plan based on service before and after his date of reemployment subject to all of the provisions of this Plan; provided, |
however, that any Retirement Income subsequently payable to the Participant and his Beneficiaries shall be reduced on an actuarial equivalent basis by the value of the single sum payment received under this paragraph. | |||
(e) | See Section 5.06 for the lump sum cash out of small payments to a Beneficiary. |
6.06 | Miscellaneous . | ||
Prior to January 1, 2005, the Plan provided that the amount of any Retirement Income computed under the Plan would be increased to the next larger even dollar amount (the Rounding Rule). Effective January 1, 2005, the Rounding Rule is deleted from the Plan and no longer applies. However, as a result of this deletion, a Participants Accrued Benefit under the Plan will not be less than the amount of the Participants Accrued Benefit on December 31, 2005, rounded to the next nearest whole dollar amount. |
6.08 | Distributions Pursuant to Qualified Domestic Relations Orders . | ||
Notwithstanding anything to the contrary in this Plan, a qualified domestic relations order, as defined in Code Section 414(p), may provide that any amount to be distributed to an alternate payee may be distributed immediately in a single lump sum or single life annuity even though the Participant is not yet entitled to a distribution under the Plan. The intent of this Section is to provide for the distribution of benefits to an alternate payee as permitted by Treasury Regulation 1.041(a)-13(g)(3). |
Name | Acquisition Date | |
NAPA Hawaiian Warehouse, Inc.
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November 1, 2003 |
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(b) | Completion of Election Form . A Key Employee may participate in the Plan after delivering a properly completed and signed Election Form to the Committee. The Election Form shall 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 ascertainable. The Key Employees participation in the Plan will be retroactively effective as of the first day of the calendar year during the Committee receives the Key Employees Election Form. |
(d) | Voluntary Termination of Election Form . A Participant may not terminate his or her Election Form. Such Election Form shall be irrevocable. Notwithstanding the above provisions, a Participant shall have the right to terminate his or her Election Form for the calendar year 2005; provided that such termination is made prior to December 31, 2005 and the amounts subject to the termination are includible in the income of the Participant in the taxable year in which the amounts are deemed earned and vested under Treas. Reg. §1.409A-6(a)(2). |
(e) | Continuation of Election Form . An Election Form shall be irrevocable. However, a Participant shall have the right to execute a new Election Form to defer future Bonus attributable to the Participants employment for any subsequent calendar year. Such new Election Form shall be effective no later than the date that is six months before the end of the performance period. If the Participant fails to execute a new Election Form prior to such date, the Participants Election Form in effect during the previous calendar year shall continue in effect during the new calendar year and become irrevocable no later than the date that is six months before the end of the performance period. |
(a) | Payment Election . Payment of Plan benefits shall commence on the date the Participant selects on the Election Form. Any date selected by the Participant must be at least two calendar years following the date the Bonus would ordinarily be paid. Notwithstanding the above provisions, a Participants 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 shall commence on August 1 (the first day of the seventh month following January 12). |
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17
(2) | If a Participant (married or unmarried at the time of his death) dies before Supplemental Retirement Income commences hereunder and while he remains employed by the Employer, then the Participants Beneficiary shall be entitled to receive a survivor benefit which is the Actuarial Equivalent of the Participants Supplemental Retirement Income accrued to the date of his death under Section 3.01. See Section 4.03 for provisions identifying the Participants Beneficiary. |
(2) | If a Participant (married or unmarried at the time of his death) dies before Supplemental Retirement Income commences hereunder and while he remains employed by the Employer, then the Committee may, in its sole discretion, determine that a Participants Beneficiary shall be entitled to receive a survivor benefit which is the Actuarial Equivalent of the Participants Supplemental Retirement Income accrued to the date of his death under Section 3.01. See Section 4.03 for provisions identifying the Participants Beneficiary |
4.03 | Beneficiary Designation . | ||
The following shall apply to the designation of a Beneficiary: |
(a) | A Participants Beneficiary shall be the individual designated by the Participant on a form provided by the Committee. If no Beneficiary is designated, the Participants Beneficiary shall be deemed to be the Participants Spouse, or if no Spouse, the Participants descendants (per stirpes), or if no descendants, the Participants estate. For the purposes of the foregoing sentence, the term descendants shall include any persons adopted by a Participant or by any of his descendants. |
(b) | Prior to the commencement of payments under this Plan, a Participant may change his or her Beneficiary designation at any time without spousal consent. After payments commence, however, the Participant cannot change his or her Beneficiary designation. |
PENSION AND BENEFITS COMMITTEE | ||||||
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(a) | Each Participant who separates from service with the Employer on or after his Normal or Delayed Retirement Date by reason of retirement or voluntary or involuntary termination shall, except as provided in Section 6.05, be entitled to a monthly supplemental retirement income (Supplemental Retirement Income) equal to (1) minus (2), where |
(1) | equals the monthly Normal or Delayed Retirement Income which Participant would be entitled to receive under the Pension Plan beginning on the Participants separation from service with the Employer if the benefit limitations of Code Sections 401(a)(17) and 415 as reflected in the Pension Plan were not in effect (measured in the form of a single life annuity payable in monthly installments for the Participants life) and if the definition of Earnings under this Plan were used to compute the Participants Normal or Delayed Retirement Income under the Pension Plan; | ||
(2) | equals the monthly Normal or Delayed Retirement Income which Participant is actually entitled to receive under the Pension Plan beginning on the Participants separation from service with the Employer measured in the form of a single life annuity payable in monthly installments for the Participants life. |
(b) | Each Participant who separates from service with the Employer on or after his Early Retirement Date by reason of early retirement or voluntary or involuntary termination shall, except as provided in Section 6.05, be entitled to a monthly Supplemental Retirement Income equal to (1) minus (2), where |
(1) | equals the monthly Early Retirement Income which Participant would be entitled to receive under the Pension Plan beginning on the Participants separation from service with the Employer if the benefit limitations of Code Sections 401(a)(17) and 415 as reflected in the Pension Plan were not in effect (measured in the form of a single life annuity payable in monthly installments for the Participants life) and if the definition of Earnings under this Plan were used to compute the Participants Early Retirement Income under the Pension Plan; | ||
(2) | equals the monthly Early Retirement Income which Participant is actually entitled to receive under the Pension Plan beginning on the Participants separation from service with the Employer measured in the form of a single life annuity payable in monthly installments for the Participants life. | ||
(3) | The Participants benefit in (1) and (2) above shall be reduced by the early retirement reduction factors set forth in the Pension Plan ( e.g. , see Section 4.02) regardless of whether the Participant is entitled to an increased benefit under the Pension Plan by reason of terminating employment pursuant to an early retirement window. |
(a) | For distributions made on or after January 1, 2006, The Employer shall commence payment of the Supplemental Retirement Income on the first day of the seventh month following the Participants separation from service with the Employer and such benefit shall continue on a monthly basis for the Participants lifetime and for any period thereafter provided for under the form of benefit elected by the Participant. The first payment shall equal to seven months of payments (representing the payment made to the Participant for that month plus the monthly payments for the six months following the Participants separation from service with the Employer). | ||
(b) | For distributions made prior to January 1, 2006, the Employer shall commence payment of the Supplemental Retirement Income as of the Benefit Commencement Date and such benefit shall continue on a monthly basis for the Participants lifetime and for any period thereafter provided for under the form of benefit elected by the Participant. The Benefit Commencement Date shall |
mean the later of the day that Retirement Income is deemed to commence under the Pension Plan with respect to the Participant or the first day of the seventh month after the Participants separation from service with the Employer. | |||
(c) | If any distributions are made in 2005 to a Participant, who qualifies as a specified employee (as defined under Code Section 409A(a)(2)(B)(i)), immediately following the Participants separation from service with the Employer without waiting the six-month delay period required by Code Section 409A, such Participant shall have the right to terminate his or her participation in the Plan or cancel his or her deferral election with regard to the amounts deferred after December 31, 2004 without causing the Plan to fail to conform to the provisions of Code Section 409A; provided, the amounts subject to the termination or cancellation are includible in the income of the Participant in the taxable year in which the amounts are earned and vested as defined under Treas. Reg. 1.409A-6(a)(2). | ||
(d) | The Supplemental Retirement Income shall be paid in the form elected by the Participant in his Joinder Agreement. In the event that the Participant fails to elect a form of payment, then the Supplemental Retirement Income shall be paid in the form of a 50% joint and survivor annuity if the Participant has a Spouse on the separation from service date and in the form of a Life Annuity if the Participant does not have a Spouse on the separation from service date. If the Supplemental Retirement Income is paid in a form other than a Life Annuity, then the amount of such benefit shall be adjusted so that it is the Actuarial Equivalent of the Life Annuity described in Section 3.01. |
PENSION AND BENEFITS COMMITTEE | ||||||||
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3.1 | Eligibility |
(a) | The Participant has earned 3 or more years of Credited Service; | ||
(b) | The Participant dies prior to his Annuity Starting Date and either (i) prior to terminating his Employment; or (ii) while on an approved leave of absence, disability, workers compensation, or other type of absence approved by the Committee during which time the Participant is an Employee but not in active Employment; | ||
(c) | The Participants Spouse (if any) timely waives his or her right to all death benefits under the Pension Plan; and | ||
(d) | The Participants Beneficiary timely elects the death benefit under this Plan as provided in Section 3.3. |
3.3 | Application for Benefits |
(a) | To receive benefits under the Plan, a Beneficiary must timely and properly elect a death benefit under this Plan using election forms and in accordance with procedures determined by the Committee. Such elections and other required documentation must be submitted to the Committee no later than the last day of the third month after the Committee receives notification of the Participants death. | ||
(b) | If the Spouse of a married Participant does not timely and properly submit the applicable election forms and documentation (including, but not limited to, the waiver of death benefits under the Pension Plan), the Spouse will be deemed to have elected the applicable death benefit under the Pension Plan (if any) and no death benefit will be paid under this Plan. | ||
(c) | If the Beneficiary of an unmarried Participant does not timely and properly submit the applicable election forms and documentation, the Beneficiary will be deemed to have elected to receive a lump sum distribution of the death benefit under this Plan (see Section 5.1). |
(a) | For a Participant with at least 3 but less than 10 complete years of Credited Service, the greater of (A) 30% of the Participants current monthly Earnings as of the date immediately prior to the Participants death, or (B) 30% of the Participants Average Earnings, payable for 12.5 months (the 13 th month will be 50% of the normal payment). | ||
(b) | For a Participant with 10 but less than 15 complete years of Credited Service, the greater of (A) 30% of the Participants current monthly Earnings as of the date immediately prior to the Participants death, or (B) 30% of the Participants Average Earnings, payable for 25 months; | ||
(c) | For a Participant with 15 or more complete years of Credited Service, the greater of (A) 30% of the Participants current monthly Earnings as of the date immediately prior to the Participants death, or (B) 30% of the Participants Average Earnings, payable for 50 months. |
5.1 | Form of Payment . |
(a) | Payments under this Plan shall be made in either a monthly payment as described in Section 4.1(a), (b), or (c) (as applicable) or in a single lump sum payment equal to the present value of the applicable monthly payment as determined in Section 4.1 | ||
(b) | The Beneficiary shall elect the form of payment on the election forms and other documentation required by the Committee (see Section 3.3). If the Spouse of a married Participant does not timely submit all elections, such Spouse shall waive his or her right to death benefits under this Plan (see Section 3.3). If a Beneficiary of an unmarried Participant does not timely and properly submit all elections and documentation as required by the Committee, such Beneficiary shall be deemed to have elected to receive his or her death benefit under the Plan in a single lump sum payment. |
5.3 | Timing of Payments |
(a) | Payments under the Plan shall commence on the first day of the month that is at least 30 days after the Beneficiary properly submits to the Committee the elections, waivers |
(if any) and other documentation as required by the Committee (or as soon as administratively feasible thereafter). |
(b) | If the Beneficiary of an unmarried Participant does not complete the election and application for benefit forms within the time period identified in Section 3.3(b) above, the lump sum payment will be made on the first day of the fourth month after the Committee receives notification of the Participants death (or as soon as administratively feasible thereafter). |
PENSION AND BENEFITS COMMITTEE | ||||||
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Frank Howard, acting on behalf of the Committee | ||||||
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(in thousands, except per share data) Year ended December 31, | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||
Net sales
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$ | 9,783,050 | $ | 9,097,267 | $ | 8,449,300 | $ | 8,258,927 | $ | 8,220,668 | ||||||||||
Cost of goods sold
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6,718,964 | 6,267,544 | 5,826,684 | 5,704,749 | 5,699,174 | *** | ||||||||||||||
Selling, administrative and other expenses
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2,355,022 | 2,193,804 | 2,050,873 | 1,948,442 | 1,951,559 | *** | ||||||||||||||
Facility consolidation and impairment charges
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| | | | 73,922 | *** | ||||||||||||||
Income before taxes and accounting change
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709,064 | 635,919 | 571,743 | 605,736 | 496,013 | |||||||||||||||
Income taxes
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271,630 | 240,367 | 218,101 | 238,236 | 198,866 | |||||||||||||||
Income before cumulative effect of a change
in accounting principle
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437,434 | 395,552 | 353,642 | 367,500 | 297,147 | |||||||||||||||
Cumulative effect of a change in
accounting principle
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| | 19,541 | * | 395,090 | ** | | |||||||||||||
Net income (loss)
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$ | 437,434 | $ | 395,552 | $ | 334,101 | $ | (27,590 | ) | $ | 297,147 | |||||||||
Average common shares outstanding during year -
assuming dilution
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175,007 | 175,660 | 174,480 | 175,104 | 173,633 | |||||||||||||||
Per common share:
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Diluted net income, excluding cumulative effect
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$ | 2.50 | $ | 2.25 | $ | 2.03 | $ | 2.10 | $ | 1.71 | *** | |||||||||
Diluted net income (loss)
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2.50 | 2.25 | 1.91 | (0.16 | ) | 1.71 | ||||||||||||||
Dividends declared
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1.25 | 1.20 | 1.18 | 1.16 | 1.14 | |||||||||||||||
December 31 closing stock price
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43.92 | 44.06 | 33.20 | 30.80 | 36.70 | |||||||||||||||
Long-term debt, less current maturities
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500,000 | 500,000 | 625,108 | 674,796 | 835,580 | |||||||||||||||
Shareholders equity
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2,693,957 | 2,544,377 | 2,312,283 | 2,130,009 | 2,345,123 | |||||||||||||||
Total assets
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$ | 4,771,538 | $ | 4,455,247 | $ | 4,127,956 | $ | 4,061,055 | $ | 4,206,646 |
* | The cumulative effect of a change in accounting principle in 2003 represents a non-cash charge related to cash consideration received from vendors in conjunction with the Financial Accounting Standards Boards EITF 02-16. Had the Company accounted for vendor consideration in accordance with EITF 02-16 in prior years, there would have been no significant impact on net income (loss) and diluted net income (loss) per share for the years ended December 31, 2002 and 2001. In addition, in accordance with EITF 02-16, approximately $102 million was reclassified from selling, administrative and other expenses to cost of goods sold for the year ended December 31, 2003. Had the Company accounted for consideration received from vendors in accordance with EITF 02-16 in prior years, approximately $90 million and $111 million would have been reclassified from selling, administrative and other expenses to cost of goods sold for the years ended December 31, 2002 and 2001, respectively. | |
** | The cumulative effect of a change in accounting principle in 2002 represents a non-cash charge related to the impairment testing for goodwill in conjunction with the Statement of Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets. If the Company had applied the non-amortization provisions of Statement 142 for all periods presented, net income and diluted income per common share would have increased by approximately $11.9 million ($.07 per share) for the year ended December 31, 2001. | |
*** | Facility Consolidation, Impairment and Other Charges (2001 Charges) totaled $107.8 million pre-tax in 2001 and $64.4 million after tax. The pre-tax charges include $17.4 million classified in cost of goods sold and $16.4 million classified in selling, administrative and other expenses. Diluted net income per common share before the 2001 Charges was $2.08. |
Sales Price of Common Shares | ||||||||||||||||
Quarter | 2005 | 2004 | ||||||||||||||
High | Low | High | Low | |||||||||||||
First
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$ | 44.77 | $ | 41.65 | $ | 35.06 | $ | 32.03 | ||||||||
Second
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44.50 | 40.81 | 40.20 | 32.65 | ||||||||||||
Third
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46.64 | 40.75 | 39.94 | 36.10 | ||||||||||||
Fourth
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45.70 | 41.40 | 44.32 | 36.51 |
Dividends Declared Per Share | ||||||||
2005 | 2004 | |||||||
First
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$ | 0.3125 | $ | 0.30 | ||||
Second
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0.3125 | 0.30 | ||||||
Third
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0.3125 | 0.30 | ||||||
Fourth
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0.3125 | 0.30 |
Number of Record Holders of Common Stock as of December 31, 2005: 7,187 |
(dollars in thousands) Year ended December 31, | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||
Net sales:
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Automotive
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$ | 5,013,460 | $ | 4,739,261 | $ | 4,477,508 | $ | 4,335,362 | $ | 4,252,913 | ||||||||||
Industrial
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2,795,699 | 2,511,597 | 2,253,947 | 2,246,124 | 2,234,241 | |||||||||||||||
Office products
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1,662,393 | 1,540,878 | 1,457,149 | 1,396,453 | 1,379,859 | |||||||||||||||
Electrical/electronic materials
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341,513 | 335,605 | 297,618 | 315,826 | 387,771 | |||||||||||||||
Other
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(30,015 | ) | (30,074 | ) | (36,922 | ) | (34,838 | ) | (34,116 | ) | ||||||||||
Total net sales
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$ | 9,783,050 | $ | 9,097,267 | $ | 8,449,300 | $ | 8,258,927 | $ | 8,220,668 | ||||||||||
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Operating profit:
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Automotive
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$ | 398,494 | $ | 396,015 | $ | 363,022 | $ | 381,771 | $ | 378,162 | ||||||||||
Industrial
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214,222 | 173,760 | 151,109 | 178,027 | 172,208 | |||||||||||||||
Office products
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157,408 | 150,817 | 143,263 | 140,912 | 141,762 | |||||||||||||||
Electrical/electronic materials
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17,470 | 14,611 | 7,112 | 2,756 | 3,229 | |||||||||||||||
Total operating profit
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787,594 | 735,203 | 664,506 | 703,466 | 695,361 | |||||||||||||||
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Interest expense, net
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(29,564 | ) | (37,260 | ) | (51,538 | ) | (59,640 | ) | (59,416 | ) | ||||||||||
Corporate expense
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(45,299 | ) | (58,980 | ) | (37,121 | ) | (33,354 | ) | (27,670 | ) | ||||||||||
Goodwill and intangible amortization
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(396 | ) | (356 | ) | (1,539 | ) | (2,421 | ) | (14,333 | ) | ||||||||||
Minority interests
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(3,271 | ) | (2,688 | ) | (2,565 | ) | (2,315 | ) | (3,077 | ) | ||||||||||
Facility consolidation and impairment charges
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| | | | (94,852 | ) | ||||||||||||||
Income before income taxes and accounting change
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$ | 709,064 | $ | 635,919 | $ | 571,743 | $ | 605,736 | $ | 496,013 | ||||||||||
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Assets:
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Automotive
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$ | 2,711,620 | $ | 2,521,906 | $ | 2,369,969 | $ | 2,313,747 | $ | 2,219,503 | ||||||||||
Industrial
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976,903 | 955,029 | 957,735 | 982,951 | 867,716 | |||||||||||||||
Office products
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722,813 | 681,992 | 621,523 | 581,203 | 538,468 | |||||||||||||||
Electrical/electronic materials
|
113,913 | 104,918 | 97,195 | 98,225 | 121,721 | |||||||||||||||
Corporate
|
183,572 | 133,730 | 23,506 | 26,224 | 17,160 | |||||||||||||||
Goodwill and intangible assets
|
62,717 | 57,672 | 58,028 | 58,705 | 442,078 | |||||||||||||||
Total assets
|
$ | 4,771,538 | $ | 4,455,247 | $ | 4,127,956 | $ | 4,061,055 | $ | 4,206,646 | ||||||||||
|
||||||||||||||||||||
Depreciation and amortization:
|
||||||||||||||||||||
Automotive
|
$ | 44,102 | $ | 39,222 | $ | 42,681 | $ | 43,007 | $ | 45,094 | ||||||||||
Industrial
|
8,345 | 8,972 | 10,265 | 10,789 | 11,992 | |||||||||||||||
Office products
|
9,551 | 10,245 | 10,639 | 9,856 | 9,345 | |||||||||||||||
Electrical/electronic materials
|
1,612 | 2,011 | 2,729 | 3,422 | 4,009 | |||||||||||||||
Corporate
|
1,523 | 1,401 | 1,160 | 656 | 1,020 | |||||||||||||||
Goodwill and intangible amortization
|
396 | 356 | 1,539 | 2,421 | 14,333 | |||||||||||||||
Total depreciation and amortization
|
$ | 65,529 | $ | 62,207 | $ | 69,013 | $ | 70,151 | $ | 85,793 | ||||||||||
|
||||||||||||||||||||
Capital expenditures:
|
||||||||||||||||||||
Automotive
|
$ | 68,062 | $ | 52,263 | $ | 58,754 | $ | 38,599 | $ | 26,766 | ||||||||||
Industrial
|
5,695 | 3,922 | 6,824 | 10,868 | 6,388 | |||||||||||||||
Office products
|
8,893 | 12,354 | 7,211 | 13,376 | 5,941 | |||||||||||||||
Electrical/electronic materials
|
1,550 | 1,552 | 394 | 224 | 2,466 | |||||||||||||||
Corporate
|
1,514 | 1,986 | 721 | 1,691 | 383 | |||||||||||||||
Total capital expenditures
|
$ | 85,714 | $ | 72,077 | $ | 73,904 | $ | 64,758 | $ | 41,944 | ||||||||||
|
||||||||||||||||||||
Net sales:
|
||||||||||||||||||||
United States
|
$ | 8,768,737 | $ | 8,198,368 | $ | 7,666,389 | $ | 7,568,926 | $ | 7,526,631 | ||||||||||
Canada
|
954,317 | 845,563 | 731,200 | 623,686 | 629,330 | |||||||||||||||
Mexico
|
90,011 | 83,410 | 88,633 | 101,153 | 98,823 | |||||||||||||||
Other
|
(30,015 | ) | (30,074 | ) | (36,922 | ) | (34,838 | ) | (34,116 | ) | ||||||||||
Total net sales
|
$ | 9,783,050 | $ | 9,097,267 | $ | 8,449,300 | $ | 8,258,927 | $ | 8,220,668 | ||||||||||
|
||||||||||||||||||||
Net long-lived assets:
|
||||||||||||||||||||
United States
|
$ | 388,916 | $ | 368,345 | $ | 339,020 | $ | 339,495 | $ | 579,635 | ||||||||||
Canada
|
62,842 | 65,649 | 57,906 | 47,522 | 182,041 | |||||||||||||||
Mexico
|
3,254 | 3,066 | 4,094 | 4,739 | 25,534 | |||||||||||||||
Total net long-lived assets
|
$ | 455,012 | $ | 437,060 | $ | 401,020 | $ | 391,756 | $ | 787,210 | ||||||||||
(in thousands, except per share data) | ||||||||||||
Year ended December 31, | 2005 | 2004 | 2003 | |||||||||
Net Sales
|
$ | 9,783,050 | $ | 9,097,267 | $ | 8,449,300 | ||||||
Gross Profit
|
3,064,086 | 2,829,723 | 2,622,616 | |||||||||
Income before Cumulative Effect of a Change in Accounting Principle
|
437,434 | 395,552 | 353,642 | |||||||||
Cumulative Effect of a Change in Accounting Principle
|
| | (19,541 | ) | ||||||||
Net Income
|
437,434 | 395,552 | 334,101 | |||||||||
|
||||||||||||
Diluted Earnings Per Share:
|
||||||||||||
Before Change in Accounting Principle
|
2.50 | 2.25 | 2.03 | |||||||||
After Change in Accounting Principle
|
2.50 | 2.25 | 1.91 |
Year Ended December 31, | Percent Change | |||||||||||||||||||
(in thousands) | 2005 vs. | 2004 vs. | ||||||||||||||||||
Net Cash Provided by (Used in): | 2005 | 2004 | 2003 | 2004 | 2003 | |||||||||||||||
Operating Activities
|
$ | 440,517 | $ | 555,236 | $ | 402,185 | -21 | % | 38 | % | ||||||||||
Investing Activities
|
(70,174 | ) | (67,955 | ) | (75,275 | ) | 3 | % | -10 | % | ||||||||||
Financing Activities
|
(317,469 | ) | (369,328 | ) | (330,640 | ) | -14 | % | 12 | % |
17
PAYMENT DUE BY PERIOD | ||||||||||||||||||||
Less than | Over | |||||||||||||||||||
(in thousands) | Total | 1 year | 1-3 years | 4-5 years | 5 years | |||||||||||||||
Credit facilities
|
$ | 500,881 | $ | 881 | $ | 250,000 | $ | | $ | 250,000 | ||||||||||
Capital leases
|
27,376 | 3,537 | 7,105 | 6,672 | 10,062 | |||||||||||||||
Operating leases
|
475,118 | 134,530 | 179,433 | 81,459 | 79,696 | |||||||||||||||
Total Contractual
Cash Obligations
|
$ | 1,003,375 | $ | 138,948 | $ | 436,538 | $ | 88,131 | $ | 339,758 | ||||||||||
PAYMENT DUE BY PERIOD | ||||||||||||||||||||
Total | ||||||||||||||||||||
Amounts | Less than | 1-3 | 4-5 | Over | ||||||||||||||||
(in thousands) | Committed | 1 year | years | years | 5 years | |||||||||||||||
Guaranteed borrowings
of independents
and affiliates
|
$ | 175,832 | $ | 40,871 | $ | 22,039 | $ | 14,646 | $ | 98,276 | ||||||||||
Residual value
guarantee under
operating leases
|
72,640 | | | 72,640 | | |||||||||||||||
Total commercial
commitments
|
$ | 248,472 | $ | 40.871 | $ | 22,039 | $ | 87,286 | $ | 98,276 | ||||||||||
18
19
Three Months Ended | ||||||||||||||||
March 31, | June 30, | Sept. 30, | Dec. 31, | |||||||||||||
(in thousands except per share data) | ||||||||||||||||
2005
|
||||||||||||||||
|
||||||||||||||||
Net Sales
|
$ | 2,342,201 | $ | 2,475,657 | $ | 2,555,503 | $ | 2,409,689 | ||||||||
Gross Profit
|
736,480 | 761,257 | 778,502 | 787,847 | ||||||||||||
Net Income
|
106,598 | 110,967 | 110,876 | 108,993 | ||||||||||||
Diluted Earnings Per Share:
|
.61 | .63 | .63 | .63 | ||||||||||||
|
||||||||||||||||
2004
|
||||||||||||||||
|
||||||||||||||||
Net Sales
|
$ | 2,196,991 | $ | 2,297,686 | $ | 2,349,283 | $ | 2,253,307 | ||||||||
Gross Profit
|
686,911 | 693,065 | 699,393 | 750,354 | ||||||||||||
Net Income
|
100,199 | 101,146 | 97,893 | 96,314 | ||||||||||||
Diluted Earnings Per Share:
|
.57 | .58 | .56 | .55 |
20
i. | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; | |
ii. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and | |
iii. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements. |
21
Genuine Parts Company
Atlanta, Georgia
Genuine Parts Company
Atlanta, Georgia
(dollars in thousands) December 31,
2005
2004
$
188,911
$
134,940
1,186,865
1,123,900
2,216,542
2,198,957
214,564
175,687
3,806,882
3,633,484
62,717
57,672
509,644
384,703
52,335
46,251
147,061
151,895
192,899
181,242
392,295
379,388
$
4,771,538
$
4,455,247
$
973,615
$
856,653
881
968
99,402
96,337
84,760
83,330
54,150
52,495
36,296
42,932
1,249,104
1,132,715
500,000
500,000
156,807
115,683
57,047
52,394
114,623
110,078
173,033
174,965
56,571
45,535
26,478
2,475,389
2,286,363
2,693,957
2,544,377
$
4,771,538
$
4,455,247
(in thousands, except per share data) Year ended December 31,
2005
2004
2003
$
9,783,050
$
9,097,267
$
8,449,300
6,718,964
6,267,544
5,826,684
3,064,086
2,829,723
2,622,616
2,355,022
2,193,804
2,050,873
709,064
635,919
571,743
271,630
240,367
218,101
437,434
395,552
353,642
(19,541
)
$
437,434
$
395,552
$
334,101
$
2.51
$
2.26
$
2.03
(0.11
)
$
2.51
$
2.26
$
1.92
$
2.50
$
2.25
$
2.03
(0.12
)
$
2.50
$
2.25
$
1.91
174,054
174,687
173,995
953
973
485
175,007
175,660
174,480
Additional
Accumulated Other
Total
Common Stock
Paid-in
Comprehensive
Retained
Shareholders
(dollars in thousands, except per share data)
Shares
Amount
Capital
Income (Loss)
Earnings
Equity
174,380,634
$
174,381
$
44,371
$
(60,522
)
$
1,971,779
$
2,130,009
334,101
334,101
54,864
54,864
10,493
10,493
399,458
(205,330
)
(205,330
)
280,821
280
5,575
5,855
(616,192
)
(616
)
(17,093
)
(17,709
)
174,045,263
174,045
32,853
4,835
2,100,550
2,312,283
395,552
395,552
27,202
27,202
2,786
2,786
(8,345
)
(8,345
)
417,195
(209,739
)
(209,739
)
1,498,002
1,498
42,097
43,595
2,518
2,518
(578,381
)
(578
)
(20,897
)
(21,475
)
174,964,884
174,965
56,571
26,478
2,286,363
2,544,377
437,434
437,434
14,351
14,351
3,372
3,372
1,334
1,334
456,491
(217,523
)
(217,523
)
852,745
853
22,114
22,967
6,884
6,884
(2,784,932
)
(2,785
)
(85,569
)
(30,885
)
(119,239
)
173,032,697
$
173,033
$
$
45,535
$
2,475,389
$
2,693,957
(dollars in thousands) Year ended December 31,
2005
2004
2003
$
437,434
$
395,552
$
334,101
65,529
62,207
69,013
(2,675
)
(1,656
)
(5,210
)
43,935
19,670
27,354
19,541
3,271
2,688
2,565
12,126
8,590
1,254
(59,949
)
(33,370
)
(21,735
)
(19,869
)
(28,406
)
20,232
112,087
143,456
(43,230
)
(118,358
)
(60,147
)
(4,189
)
(33,014
)
46,652
2,489
3,083
159,684
68,084
440,517
555,236
402,185
(85,714
)
(72,077
)
(73,904
)
7,110
7,140
13,619
(27,518
)
(3,018
)
(14,990
)
35,948
(70,174
)
(67,955
)
(75,275
)
113,432
555,848
935,000
(113,519
)
(732,649
)
(1,047,976
)
17,725
37,523
4,601
(215,868
)
(208,575
)
(204,556
)
(119,239
)
(21,475
)
(17,709
)
(317,469
)
(369,328
)
(330,640
)
1,097
1,594
(872
)
53,971
119,547
(4,602
)
134,940
15,393
19,995
$
188,911
$
134,940
$
15,393
$
235,384
$
205,148
$
205,451
$
29,084
$
38,714
$
49,807
27
28
29
30
31
32
33
34
35
36
December 31, 2005
(continued)
(CONTINUED)
(in thousands) December 31,
2005
2004
$
402,993
$
297,496
21,400
21,400
42,142
37,689
43,109
28,118
$
509,644
$
384,703
(in thousands) December 31,
2005
2004
$
53,164
$
38,813
(618
)
(3,990
)
(7,011
)
(8,345
)
$
45,535
$
26,478
(continued)
(CONTINUED)
1.
A modified prospective method in which compensation
cost is recognized beginning with the effective date (a)
based on the requirements of SFAS No. 123(R) for all share-
based payments granted after the effective date and (b)
based on the requirements of SFAS No. 123 for all awards
granted to employees prior to the effective date of SFAS
No. 123(R) that remain unvested on the effective date.
2.
A modified retrospective method which includes
the requirements of the modified prospective method
described above, but also permits entities to restate based
on the amounts previously recognized under SFAS No. 123
for purposes of pro forma disclosures either (a) all prior
periods presented or (b) prior interim periods of the year
of adoption.
GOODWILL
Identifiable
Office
Tangible
(in thousands)
Automotive
Industrial
Products
Assets
Total
$
21,617
$
31,170
$
2,131
$
3,110
$
58,028
(356
)
(356
)
21,617
31,170
2,131
2,754
57,672
4,522
239
680
5,441
(396
)
(396
)
$
26,139
$
31,409
$
2,131
$
3,038
$
62,717
(in thousands) December 31,
2005
2004
$
250,000
$
250,000
250,000
250,000
500,000
500,000
881
968
$
500,881
$
500,968
(in thousands)
$
881
250,000
250,000
$
500,881
(continued)
Capital
Operating
(in thousands)
Leases
Leases
$
3,537
$
134,530
3,551
104,861
3,554
74,572
3,596
48,483
3,076
32,976
10,062
79,696
27,376
$
475,118
5,665
$
21,711
2005
2004
2003
Weighted
Weighted
Weighted
Average
Average
Average
Shares
Exercise
Shares
Exercise
Shares
Exercise
(000s)
Price
(000s)
Price
(000s)
Price
5,759
$
31
6,913
$
30
7,590
$
29
1,260
44
1,270
37
20
32
(1,246
)
28
(2,096
)
29
(500
)
23
(184
)
29
(328
)
32
(197
)
31
5,589
$
34
5,759
$
31
6,913
$
30
3,216
$
32
3,092
$
30
4,171
$
29
$
8.58
$
6.94
$
6.92
1,547
2,689
3,631
(1)
Total includes 91,000 and 124,000
Restricted Stock Units
(RSUS) granted in 2005 and 2004,
respectively.
(continued)
(in thousands)
2005
2004
$
115,890
$
109,602
159,890
117,617
90,920
80,377
28,828
28,043
17,973
20,466
297,611
246,503
181,721
136,901
24,914
21,218
$
156,807
$
115,683
(in thousands)
2005
2004
2003
$
183,387
$
180,709
$
155,559
32,977
31,599
26,869
11,331
8,389
8,319
43,935
19,670
27,354
$
271,630
$
240,367
$
218,101
(in thousands)
2005
2004
2003
$
248,172
$
222,572
$
200,110
25,571
22,370
19,969
(2,113
)
(4,575
)
(1,978
)
$
271,630
$
240,367
$
218,101
Pension Benefits
Other Postretirement Benefits
(in thousands)
2005
2004
2005
2004
$
1,035,858
$
943,023
$
22,705
$
24,408
41,910
35,740
453
460
64,102
60,039
1,310
1,256
2,446
2,338
3.867
3,297
902
123,140
21,255
2,821
(483
)
3,031
6,496
(35,010
)
(33,033
)
(6,889
)
(6,233
)
$
1,236,379
$
1,035,858
$
24,267
$
22,705
Other
Pension
Postretirement
Benefits
Benefits
2005
2004
2005
2004
5.75
%
6.00
%
5.75
%
6.00
%
3.75
%
3.50
%
Other
Pension
Postretirement
Benefits
Benefits
(in thousands)
2005
2004
2005
2004
$
962,871
$
834,015
$
$
47,621
90,385
3,518
6,429
133,534
62,737
3,022
2,936
2,446
2,338
3,867
3,297
(35,010
)
(33,033
)
(6,889
)
(6,233
$
1,114,980
$
962,871
$
$
(continued)
Target
Percentage of Plan
Allocation
Assets at December 31,
Asset Category
2006
2005
2004
65
%
64
%
64
%
35
%
34
%
33
%
2
%
3
%
100
%
100
%
100
%
Other
Pension
Postretirement
Benefits
Benefits
(In thousands)
2005
2004
2005
2004
$
(121,399
)
$
(72,987
)
$
(24,267
)
$
(22,705
)
490,558
341,262
20,906
19,309
233
(1,115
)
2,275
2,646
$
369,392
$
267,160
$
(1,086
)
$
(750
)
$
402,993
$
297,496
$
$
(33,601
)
(30,336
)
(1,086
)
(750
)
(11,995
)
(14,112
)
163
688
11,832
13,424
$
369,392
$
267,160
$
(1,086
)
$
(750
)
Other
Postretirement Benefits
Net Employer
Pension
Contribution
Value Due to
(in thousands)
Benefits
(Excluding MMA Subsidy)
MMA Subsidy
$
33,859
$
$
34,963
4,091
(710
)
37,460
3,881
(753
)
40,645
3,691
(796
)
44,598
3,494
(527
)
48,035
3,218
(481
)
330,939
11,961
Pension Benefits
Other Postretirement Benefits
(in thousands)
2005
2004
2003
2005
2004
2003
$
41,910
$
35,740
$
32.488
$
453
$
460
$
90
64,102
60,039
57,520
1,310
1,256
481
(89,422
)
(81,962
)
(77,763
)
(386
)
(1,006
)
(3,145
)
371
371
372
16,172
13,600
8,588
1,224
996
150
$
32,376
$
26,411
$
17,688
$
3,358
$
3,083
$
1,093
Pension Benefits
Other Postretirement Benefits
2005
2004
2003
2005
2004
2003
6.00
%
6.25
%
6.75
%
6.00
%
6.25
%
6.75
%
3.50
%
3.25
%
4.15
%
8.50
%
8.75
%
8.95
%
10.00
%
10.00
%
10.00
%
(continued)
(in thousands)
Decrease
Increase
$
(364
)
$
573
(3,368
)
5,128
JURISDICTION OF
NAME
% OWNED
INCORPORATION
49.0
%
WASHINGTON
89.6
%
INDIANA
100.0
%
GEORGIA
100.0
%
GEORGIA
100.0
%
DELAWARE
100.0
%
GEORGIA
95.0
%
MICHIGAN
100.0
%
DELAWARE
100.0
%
KANSAS
100.0
%
GEORGIA
100.0
%
NEVADA
100.0
%
GEORGIA
100.0
%
GEORGIA
51.0
%
GEORGIA
51.0
%
GEORGIA
49.0
%
NORTH CAROLINA
100.0
%
NOVA SCOTIA, CANADA
100.0
%
NOVA SCOTIA, CANADA
100.0
%
PUEBLA, MEXICO
100.0
%
GUADALAJARA, JALISCO, MEXICO
100.0
%
BRITISH COLUMBIA, CANADA
100.0
%
OTTAWA, ONTARIO
100.0
%
BRITISH COLUMBIA, CANADA
100.0
%
QUEBEC, CANADA
100.0
%
FEDERAL, CANADA
100.0
%
FEDERAL, CANADA
100.0
%
ONTARIO, CANADA
100.0
%
QUEBEC, CANADA
100.0
%
QUEBEC, CANADA
100.0
%
QUEBEC, CANADA
100.0
%
FEDERAL, CANADA
100.0
%
QUEBEC, CANADA
100.0
%
FEDERAL, CANADA
| Registration Statement No. 33-62512 on Form S-8 pertaining to the 1992 Stock Option and Incentive Plan | ||
| Registration Statement No. 333-21969 on Form S-8 pertaining to the Directors Deferred Compensation Plan | ||
| Registration Statement No. 333-61611 on Form S-8 pertaining to the Assumed Stock Options Under the Electrical Insulation Suppliers, Inc. 1993 Incentive Plan | ||
| Registration Statement No. 333-76639 on Form S-8 pertaining to the Genuine Parts Company 1999 Long-Term Incentive Plan |
/s/ Ernst and Young LLP | ||||
1. | I have reviewed this annual report on Form 10-K of Genuine Parts Company; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Thomas C. Gallagher | ||||
Thomas C. Gallagher | ||||
Chairman, President and Chief Executive Officer |
1. | I have reviewed this annual report on Form 10-K of Genuine Parts Company; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Jerry W. Nix | ||||
Jerry W. Nix | ||||
Vice Chairman and Chief Financial Officer |
1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Thomas C. Gallagher
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Chairman, President and Chief Executive Officer
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March 3, 2006
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1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Jerry W. Nix
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Vice Chairman and Chief Financial Officer
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March 3, 2006
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