þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended
December 31, 2006
|
||
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
(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 16, 2007
|
|
Common Stock, $1 par value per
share
|
170,490,987 shares |
-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
-10-
-11-
-12-
-13-
-14-
-15-
-16-
-17-
-18-
-19-
-20-
-21-
ITEM 5
.
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
.
Sales Price of Common Shares
Quarter
2006
2005
High
Low
High
Low
$
45.74
$
41.41
$
44.77
$
41.65
46.16
40.00
44.50
40.81
43.90
40.09
46.64
40.75
48.34
42.60
45.70
41.40
Dividends Declared Per Share
2006
2005
$
0.3375
$
0.3125
0.3375
0.3125
0.3375
0.3125
0.3375
0.3125
Table of Contents
Total
Total Number of
Number of
Shares Purchased as
Maximum Number of
Shares
Average
Part of Publicly
Shares That May Yet Be
Purchased
Price Paid
Announced Plans or
Purchased Under the
Period
(1)
Per Share
Programs
Plans or Programs
15,341,001
15,341,001
20,000
$
46.45
20,000
15,321,001
20,000
$
46.45
20,000
15,321,001
(1)
During 2006, in addition to the information presented in the table above, a total of
320,275 shares, at an average price of $45.49, were 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.
(in thousands, except per share data)
Year ended December 31,
2006
2005
2004
2003
2002
$
10,457,942
$
9,783,050
$
9,097,267
$
8,449,300
$
8,258,927
7,182,447
6,718,964
6,267,544
5,826,684
5,704,749
2,504,579
2,355,022
2,193,804
2,050,873
1,948,442
770,916
709,064
635,919
571,743
605,736
295,511
271,630
240,367
218,101
238,236
475,405
437,434
395,552
353,642
367,500
19,541
*
395,090
**
$
475,405
$
437,434
$
395,552
$
334,101
$
(27,590
)
172,486
175,007
175,660
174,480
175,104
$
2.76
$
2.50
$
2.25
$
2.03
$
2.10
2.76
2.50
2.25
1.91
(0.16
)
1.35
1.25
1.20
1.18
1.16
47.43
43.92
44.06
33.20
30.80
500,000
500,000
500,000
625,108
674,796
2,549,991
2,693,957
2,544,377
2,312,283
2,130,009
$
4,496,984
$
4,771,538
$
4,455,247
$
4,127,956
$
4,061,055
*
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 year ended December 31, 2002.
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 would have been reclassified from
selling, administrative and other expenses to cost of goods sold for the year ended December
31, 2002.
**
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.
Table of Contents
ITEM 7
.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
.
(in thousands, except
per share data)
Year ended December 31,
2006
2005
2004
$
10,457,942
$
9,783,050
$
9,097,267
3,275,495
3,064,086
2,829,723
475,405
437,434
395,552
2.76
2.50
2.25
Table of Contents
Table of Contents
Table of Contents
Year Ended December 31,
Net Cash
(in thousands)
Percent Change
Provided by
2006 vs.
2005 vs.
(Used in):
2006
2005
2004
2005
2004
$
433,500
$
440,517
$
555,236
-2
%
-21
%
(145,599
)
(70,174
)
(67,955
)
107
%
3
%
(340,729
)
(317,469
)
(369,328
)
7
%
-14
%
Table of Contents
Payment Due by Period
Less than
Over
(in thousands)
Total
1 year
1-3 years
4-5 years
5 years
$
500,000
$
$
250,000
$
250,000
$
13,615
2,509
4,502
2,852
3,752
444,606
129,156
159,142
74,774
81,534
$
958,221
$
131,665
$
413,644
$
327,626
$
85,286
Table of Contents
Payment Due by Period
Total
Amounts
Less than
Over
(in thousands)
Committed
1 year
1-3 years
4-5 years
5 years
$
186,473
$
49,173
$
21,309
$
14,206
$
101,785
72,640
72,640
$
259,113
$
49,173
$
93,949
$
14,206
$
101,785
Table of Contents
Table of Contents
Three Months Ended
March 31,
June 30,
Sept. 30,
Dec. 31,
(in thousands except for per share data)
$
2,553,552
$
2,661,805
$
2,699,641
$
2,542,944
803,477
825,182
831,295
815,541
113,925
120,680
121,333
119,467
.66
.70
.71
.70
.66
.70
.71
.70
$
2,342,201
$
2,475,657
$
2,555,503
$
2,409,689
736,480
761,257
778,502
787,847
106,598
110,967
110,876
108,993
.61
.64
.64
.63
.61
.63
.63
.63
Table of Contents
Table of Contents
-22-
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-25-
-26-
-27-
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-15
F-16
F-17
F-18
F-19
F-20
F-21
S-1
Table of Contents
(1)
Genuine Parts Company 1992 Stock Option and Incentive Plan, as amended
(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)
Plan terminated April 17, 2006.
Table of Contents
Restated Articles of Incorporation of the Company, as amended April 17, 2006. (Incorporated herein by reference
from the Companys Current Report on Form 8-K, dated April 18, 2006.)
By-laws of the Company, as amended and restated April 17, 2006.
Specimen Common Stock Certificate. (Incorporated herein by reference from the Companys Registration Statement on
Form S-1, Registration No. 33-63874.)
Note Purchase Agreement, dated November 30, 2001. (Incorporated herein by reference from the Companys Annual
Report on Form 10-K, dated March 7, 2002.)
Form of Amendment to Deferred Compensation Agreement,
adopted February 13, 1989, between the Company and
certain executive officers of the Company.
(Incorporated herein by reference from the Companys
Annual Report on Form 10-K, dated March 15, 1989.)
1992 Stock Option and Incentive Plan, effective April
20, 1992. (Incorporated herein by reference from the
Companys Annual Meeting Proxy Statement, dated March
6, 1992.)
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.)
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.)
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.)
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.)
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.)
Table of Contents
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.)
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.)
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.)
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.)
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.)
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.)
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.)
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.)
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.)
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.)
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.)
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.)
Table of Contents
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.)
Description of Director Compensation. (Incorporated
herein by reference from the Companys Annual Report
on Form 10-K, dated March 7, 2005.)
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.)
Genuine Parts Company Stock Appreciation Rights
Agreement. (Incorporated herein by reference from
the Companys Annual Report on Form 10-K, dated March
7, 2005.)
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.)
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.)
Amendment No. 2 to the Genuine Parts Company
Supplemental Retirement Plan, dated November 9, 2005,
effective January 1, 2006. (Incorporated herein by
reference from the Companys Annual Report on Form
10-K, dated March 3, 2006.)
Amendment No. 3 to the Genuine Parts Company
Supplemental Retirement 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.)
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.)
Amendment to the Genuine Parts Company 2006 Long-Term
Incentive Plan, dated November 20, 2006, effective
November 20, 2006.
Specimen Change in Control Agreement.
*
Indicates management contracts and compensatory plans and arrangements.
Table of Contents
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.
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.
(b)
Exhibits
See the response to Item 15(a)(3) above.
(c)
Financial Statement Schedules
See the response to Item 15(a)(2) above.
Table of Contents
2/28/07
/s/ Jerry W. Nix
2/28/07
(Date)
Jerry W. Nix
(Date)
Vice Chairman and Chief Financial and
Accounting Officer
Table of Contents
2/19/07
/s/ Richard W. Courts II
2/19/07
(Date)
Richard W. Courts II
(Date)
Director
2/19/07
/s/ Thomas C. Gallagher
2/19/07
(Date)
Thomas C. Gallagher
(Date)
Director
2/19/07
/s/ John D. Johns
2/19/07
(Date)
John D. Johns
(Date)
Director
/s/ J. Hicks Lanier
2/19/07
(Date)
J. Hicks Lanier
(Date)
Director
2/19/07
/s/ Jerry W. Nix
2/19/07
(Date)
Jerry W. Nix
(Date)
Director
2/19/07
/s/ Gary W. Rollins
2/19/07
(Date)
Gary W. Rollins
(Date)
Director
2/19/07
(Date)
Table of Contents
FINANCIAL STATEMENT SCHEDULE
Page
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
S-1
Table of Contents
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.
Vice Chairman and Chief Financial Officer
February 26, 2007
Table of Contents
of Genuine Parts Company
February 26, 2007
Table of Contents
of Genuine Parts Company
February 26, 2007
Table of Contents
(in thousands, except share data) December 31,
2006
2005
$
135,973
$
188,911
1,227,805
1,186,865
2,236,368
2,216,542
234,981
214,564
3,835,127
3,806,882
62,254
62,717
170,343
509,644
50,726
52,335
162,679
147,061
215,855
192,899
429,260
392,295
$
4,496,984
$
4,771,538
$
910,263
$
973,615
881
95,770
99,402
97,284
84,760
57,552
54,150
37,899
36,296
1,198,768
1,249,104
500,000
500,000
156,807
60,716
57,047
187,509
114,623
170,531
173,033
(242,534
)
45,535
2,621,994
2,475,389
2,549,991
2,693,957
$
4,496,984
$
4,771,538
Table of Contents
(in thousands, except per share amounts) Year ended December 31,
2006
2005
2004
$
10,457,942
$
9,783,050
$
9,097,267
7,182,447
6,718,964
6,267,544
3,275,495
3,064,086
2,829,723
2,388,882
2,244,308
2,073,804
73,423
65,529
62,207
16,472
16,356
20,697
2,478,777
2,326,193
2,156,708
31,576
34,024
38,628
(5,774
)
(5,195
)
(1,532
)
25,802
28,829
37,096
770,916
709,064
635,919
295,511
271,630
240,367
$
475,405
$
437,434
$
395,552
$
2.77
$
2.51
$
2.26
$
2.76
$
2.50
$
2.25
171,576
174,054
174,687
910
953
973
172,486
175,007
175,660
Table of Contents
Accumulated
Additional
Other
Total
Common Stock
Paid-In
Comprehensive
Retained
Shareholders
(in thousands, except share and per share amounts)
Shares
Amount
Capital
Income (Loss)
Earnings
Equity
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
475,405
475,405
(2,341
)
(2,341
)
322
322
(1,265
)
(1,265
)
472,121
(284,785
)
(284,785
)
(231,454
)
(231,454
)
432,694
433
11,249
11,682
11,948
11,948
(2,934,517
)
(2,935
)
(23,197
)
(97,346
)
(123,478
)
170,530,874
$
170,531
$
$
(242,534
)
$
2,621,994
$
2,549,991
Table of Contents
(in thousands) Year ended December 31,
2006
2005
2004
$
475,405
$
437,434
$
395,552
73,423
65,529
62,207
(3,005
)
509
(2,675
)
(1,656
)
(5,481
)
43,935
19,670
3,991
3,271
2,688
11,948
12,126
8,590
(31,821
)
(59,949
)
(33,370
)
(7,240
)
(19,869
)
(28,406
)
(66,116
)
112,087
143,456
(7,052
)
(118,358
)
(60,147
)
(11,061
)
(33,014
)
46,652
(41,905
)
3,083
159,684
433,500
440,517
555,236
(126,044
)
(85,714
)
(72,077
)
4,452
7,110
7,140
(29,007
)
(27,518
)
(3,018
)
35,948
5,000
(145,599
)
(70,174
)
(67,955
)
160,000
113,432
555,848
(160,881
)
(113,519
)
(732,649
)
8,677
17,725
37,523
3,005
(228,052
)
(215,868
)
(208,575
)
(123,478
)
(119,239
)
(21,475
)
(340,729
)
(317,469
)
(369,328
)
(110
)
1,097
1,594
(52,938
)
53,971
119,547
188,911
134,940
15,393
$
135,973
$
188,911
$
134,940
$
285,696
$
235,384
$
205,148
$
32,521
$
33,544
$
40,082
Table of Contents
December 31, 2006
Table of Contents
(in thousands) December 31,
2006
2005
$
12,951
$
402,993
21,400
21,400
49,294
42,142
38,839
47,859
43,109
$
170,343
$
509,644
(in thousands) December 31,
2006
2005
$
116,374
$
54,198
12,248
21,878
39,558
36,145
19,329
2,402
$
187,509
$
114,623
capital leases.
(in thousands) December 31,
2006
2005
$
50,823
$
53,164
(296
)
(618
)
N/A
(7,011
)
(290,461
)
N/A
(2,600
)
N/A
$
(242,534
)
$
45,535
Table of Contents
Table of Contents
Goodwill
Identifiable
Office
Intangible
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
2,270
239
2,932
5,441
(396
)
(396
)
23,887
31,409
2,131
5,290
62,717
(463
)
(463
)
$
23,887
$
31,409
$
2,131
$
4,827
$
62,254
(in thousands) December 31,
2006
2005
$
250,000
$
250,000
250,000
250,000
500,000
500,000
881
$
500,000
$
500,881
$
250,000
250,000
$
500,000
Table of Contents
Capital
Operating
Leases
Leases
$
2,509
$
129,156
2,344
95,152
2,158
63,990
1,760
44,239
1,092
30,535
3,752
81,534
13,615
$
444,606
5,132
$
8,483
Table of Contents
Year Ended December 31,
2005
2004
$
437,434
$
395,552
4,247
1,566
(6,225
)
(5,324
)
$
435,456
$
391,794
$
2.51
$
2.26
$
2.50
$
2.24
$
2.50
$
2.25
$
2.49
$
2.23
Table of Contents
2006
Weighted
Average
Shares
Exercise
(000s)
Price
5,589
$
34
1,340
44
(805
)
32
(40
)
38
6,084
$
35
3,268
$
33
8,000
(1)
Total includes 94,000 Restricted Stock Units (RSUs). The weighted average
exercise price excludes RSUs. The exercise prices for options outstanding as of
December 31, 2006 ranged from approximately $21 to $44. The weighted-average
remaining contractual life of all options outstanding is approximately seven years.
Weighted-
Average
Shares
Grant Date
Nonvested Share Awards (RSUs)
(000s)
Fair Value
178
$
40
94
44
(13
)
44
(4
)
41
255
$
41
(in thousands)
2006
2005
$
114,146
$
115,890
193,194
N/A
307,340
115,890
160,798
159,890
88,672
90,920
24,787
28,828
9,605
17,973
283,862
297,611
(23,478
)
181,721
15,361
24,914
$
(38,839
)
$
156,807
Table of Contents
(in thousands)
2006
2005
2004
$
243,089
$
183,387
$
180,709
41,361
32,977
31,599
16,542
11,331
8,389
(5,481
)
43,935
19,670
$
295,511
$
271,630
$
240,367
(in thousands)
2006
2005
2004
$
269,821
$
248,172
$
222,572
26,395
25,571
22,370
(705
)
(2,113
)
(4,575
)
$
295,511
$
271,630
$
240,367
Pension Benefits
Other Postretirement Benefits
(in thousands)
2006
2005
2006
2005
$
1,236,379
$
1,035,858
$
24,267
$
22,705
50,224
41,910
475
453
72,246
64,102
1,327
1,310
2,709
2,446
1,173
3,867
1,708
902
9,213
123,140
2,842
2,821
(349
)
3,031
(37,602
)
(35,010
)
(5,263
)
(6,889
)
N/A
N/A
848
N/A
$
1,334,528
$
1,236,379
$
25,669
$
24,267
Table of Contents
Other
Pension
Postretirement
Benefits
Benefits
2006
2005
2006
2005
6.00
%
5.75
%
5.75
%
5.75
%
3.75
%
3.75
%
Other
Pension
Postretirement
Benefits
Benefits
(in thousands)
2006
2005
2006
2005
$
1,114,980
$
962,871
$
$
114,076
47,621
(441
)
3,518
66,816
133,534
3,242
3,022
2,709
2,446
1,173
3,867
(37,602
)
(35,010
)
(4,415
)
(6,889
)
$
1,260,538
$
1,114,980
$
$
Target
Percentage of Plan
Allocation
Assets at December 31
Asset Category
2007
2006
2005
70
%
67
%
64
%
30
%
31
%
34
%
2
%
2
%
100
%
100
%
100
%
Table of Contents
Amounts recognized in the consolidated balance sheets consist of:
Pension Benefits
Other Postretirement Benefits
(in thousands)
2006
2005
2006
2005
$
12,951
$
N/A
$
N/A
$
N/A
(2,272
)
N/A
(2,764
)
N/A
(84,669
)
N/A
(22,905
)
N/A
N/A
402,993
N/A
N/A
N/A
(45,596
)
N/A
(1,086
)
N/A
163
N/A
N/A
N/A
11,832
N/A
N/A
$
(73,990
)
$
369,392
$
(25,669
)
$
(1,086
)
Amounts recognized in accumulated other
comprehensive (loss) income consist of:
Pension Benefits
Other Postretirement Benefits
(in thousands)
2006
2005
2006
2005
$
459,478
$
N/A
$
22,457
$
N/A
2,410
N/A
1,904
N/A
$
461,888
N/A
$
24,361
N/A
Other Postretirement Benefits
Pension
Net Employer
Value Due to
Benefits
Contribution
MMA Subsidy
(in thousands)
(Excluding MMA Subsidy)
$
32,091
$
$
39,274
3,515
751
41,891
3,617
823
45,354
3,661
561
48,579
3,516
526
52,316
3,246
352,274
13,890
Table of Contents
Pension Benefits
Other Postretirement Benefits
(in thousands)
2006
2005
2004
2006
2005
2004
$
50,224
$
41,910
$
35,740
$
475
$
453
$
460
72,246
64,102
60,039
1,327
1,310
1,256
(100,174
)
(89,422
)
(81,962
)
(471
)
(386
)
(1,006
)
371
371
371
26,379
16,172
13,600
1,291
1,224
996
$
48,204
$
32,376
$
26,411
$
3,464
$
3,358
$
3,083
Other
Pension
Postretirement
(in thousands)
Benefits
Benefits
$
25,709
$
1,424
(374
)
371
$
25,335
$
1,795
Pension Benefits
Other Postretirement Benefits
(in thousands)
2006
2005
2004
2006
2005
2004
5.75
%
6.00
%
6.25
%
5.75
%
6.00
%
6.25
%
3.75
%
3.50
%
3.25
%
8.25
%
8.50
%
8.75
%
9.00
%
10.00
%
10.00
%
(in thousands)
Decrease
Increase
$
(291
)
$
465
(5,749
)
4,503
Table of Contents
Table of Contents
(in thousands) Year ended December 31,
2006
2005
2004
2003
2002
$
5,185,080
$
5,013,460
$
4,739,261
$
4,477,508
$
4,335,362
3,107,593
2,795,699
2,511,597
2,253,947
2,246,124
1,779,832
1,662,393
1,540,878
1,457,149
1,396,453
408,138
341,513
335,605
297,618
315,826
(22,701
)
(30,015
)
(30,074
)
(36,922
)
(34,838
)
$
10,457,942
$
9,783,050
$
9,097,267
$
8,449,300
$
8,258,927
$
399,931
$
398,494
$
396,015
$
363,022
$
381,771
257,022
214,222
173,760
151,109
178,027
166,573
157,408
150,817
143,263
140,912
22,630
17,470
14,611
7,112
2,756
846,156
787,594
735,203
664,506
703,466
(26,445
)
(29,564
)
(37,260
)
(51,538
)
(59,640
)
(44,341
)
(45,299
)
(58,980
)
(37,121
)
(33,354
)
(463
)
(396
)
(356
)
(1,539
)
(2,421
)
(3,991
)
(3,271
)
(2,688
)
(2,565
)
(2,315
)
$
770,916
$
709,064
$
635,919
$
571,743
$
605,736
$
2,625,846
$
2,711,620
$
2,521,906
$
2,369,969
$
2,313,747
910,734
976,903
955,029
957,735
982,951
669,303
722,813
681,992
621,523
581,203
105,623
113,913
104,918
97,195
98,225
123,224
183,572
133,730
23,506
26,224
62,254
62,717
57,672
58,028
58,705
$
4,496,984
$
4,771,538
$
4,455,247
$
4,127,956
$
4,061,055
$
52,565
$
44,102
$
39,222
$
42,681
$
43,007
7,941
8,345
8,972
10,265
10,789
9,518
9,551
10,245
10,639
9,856
1,394
1,612
2,011
2,729
3,422
1,542
1,523
1,401
1,160
656
463
396
356
1,539
2,421
$
73,423
$
65,529
$
62,207
$
69,013
$
70,151
$
111,644
$
68,062
$
52,263
$
58,754
$
38,599
6,187
5,695
3,922
6,824
10,868
6,002
8,893
12,354
7,211
13,376
904
1,550
1,552
394
224
1,307
1,514
1,986
721
1,691
$
126,044
$
85,714
$
72,077
$
73,904
$
64,758
$
9,314,970
$
8,768,737
$
8,198,368
$
7,666,389
$
7,568,926
1,071,095
954,317
845,563
731,200
623,686
94,578
90,011
83,410
88,633
101,153
(22,701
)
(30,015
)
(30,074
)
(36,922
)
(34,838
)
$
10,457,942
$
9,783,050
$
9,097,267
$
8,449,300
$
8,258,927
$
415,569
$
388,916
$
368,345
$
339,020
$
339,495
72,556
62,842
65,649
57,906
47,522
3,389
3,254
3,066
4,094
4,739
$
491,514
$
455,012
$
437,060
$
401,020
$
391,756
Table of Contents
Financial Statement Schedule II Valuation and Qualifying Accounts
Genuine Parts Company and Subsidiaries
Balance at
Charged
Balance at
Beginning
to Costs
End
of Period
and Expenses
Deductions
of Period
$
8,551,291
$
20,697,493
$
(16,455,978
)
1
$
12,792,806
$
3,300,000
$
(1,000,000
)
2
$
2,300,000
$
12,792,806
$
16,355,525
$
(17,762,647
)
1
$
11,385,684
$
2,300,000
$
(720,000
)
2
$
1,580,000
$
11,385,684
$
16,472,494
$
(14,402,108
)
1
$
13,456,070
$
1,580,000
$
(1,580,000
)
2
-0-
1
Uncollectible accounts written off, net of recoveries.
2
Facility consolidation expenses paid.
Table of Contents
3.2
By-laws of the Company, as amended and restated April 17, 2006.
10.29
Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan,
dated November 20, 2006, effective November 20, 2006.
10.30
Specimen Change in Control Agreement.
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.
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.
Table of Contents
3.1
Restated Articles of Incorporation of the Company, dated November 15, 2004.
4.2
Specimen Common Stock Certificate.
4.3
Note Purchase Agreement dated November 30, 2001.
10.1*
Form of Amendment to Deferred Compensation Agreement adopted February 13, 1989, between the Company
and certain executive officers of the Company.
10.2*
1992 Stock Option and Incentive Plan, effective April 20, 1992.
10.3*
The Genuine Parts Company Restated Tax-Deferred Savings Plan, effective January 1, 1993.
10.4*
Amendment No. 1 to the Genuine Parts Company
Tax-Deferred Savings Plan, dated June 1, 1996, effective June 1, 1996.
10.5*
Genuine Parts Company Death Benefit Plan, effective July 15, 1997.
10.6*
Restricted Stock Agreement dated February 25, 1999, between the Company and Thomas C. Gallagher.
10.7*
Amendment to the Genuine Parts Company 1992 Stock Option and Incentive Plan, dated April 19, 1999,
effective April 19, 1999.
10.8*
Amendment to the Genuine Parts Company Tax-Deferred Savings Plan, dated April 19, 1999, effective
April 19, 1999.
10.9*
The Genuine Parts Company Original Deferred Compensation Plan, as amended and restated as of August
19, 1996.
10.10*
Amendment to the Genuine Parts Company Original Deferred Compensation Plan, dated April 19, 1999,
effective April 19, 1999.
10.11*
Amendment No. 3 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2001,
effective July 1, 2001.
10.12*
Trust Agreement Executed in Conjunction with the Genuine Parts Company Supplemental Retirement
Plan, dated July 1, 2001, effective July 1, 2001.
10.13*
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.
10.14*
Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19,
2001.
10.15*
Amendment to the Genuine Parts Company 1992 Stock Option and Incentive Plan, dated November 19,
2001, effective November 19, 2001.
10.16*
Genuine Parts Company Supplemental Retirement Plan, as amended and restated effective January 1,
2003, and executed October 22, 2003.
10.17*
Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, dated October 27, 2003,
effective January 1, 2003.
10.18*
Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 5, 2003,
effective June 5, 2003.
10.19*
Genuine Parts Company Directors Deferred Compensation Plan, as amended and restated effective
January 1, 2003, and executed November 11, 2003.
10.20*
Genuine Parts Company 2004 Annual Incentive Bonus Plan, effective January 1, 2004.
10.21*
Description of Director Compensation.
Table of Contents
10.22*
Genuine Parts Company Performance Restricted Stock Unit Award Agreement.
10.23*
Genuine Parts Company Stock Appreciation Rights Agreement.
10.24*
Genuine Parts Company Restricted Stock Unit Award Agreement.
10.25*
Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan.
10.26*
Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan.
10.27*
Amendment No. 3 to the Genuine Parts Company Supplemental Retirement Plan.
10.28*
Amendment No. 2 to the Genuine Parts Company Death Benefit Plan.
*
Indicates management contracts and compensatory plans and arrangements.
ARTICLE ONE OFFICES
|
3 | |||
1.1 General
|
3 | |||
1.2 Other Offices
|
3 | |||
|
||||
ARTICLE TWO SHAREHOLDERS MEETINGS
|
3 | |||
2.1 Place of Meeting
|
3 | |||
2.2 Annual Meeting
|
3 | |||
2.3 Special Meetings
|
3 | |||
2.4 Voting of Shares
|
3 | |||
2.5 Notice of Meetings
|
4 | |||
2.6 Quorum
|
4 | |||
2.7 Proxies
|
4 | |||
2.8 Adjournments
|
4 | |||
2.9 Conduct of Meetings
|
5 | |||
|
||||
ARTICLE THREE BOARD OF DIRECTORS
|
5 | |||
3.1 Powers
|
5 | |||
3.2 Retirement of Directors
|
5 | |||
3.3 Compensation
|
5 | |||
3.4 Other
|
5 | |||
|
||||
ARTICLE FOUR MEETINGS OF THE BOARD OF DIRECTORS
|
6 | |||
4.1 Regular Meetings
|
6 | |||
4.2 Special Meetings
|
6 | |||
4.3 Quorum
|
6 | |||
4.4 Vote Required for Action
|
6 | |||
4.5 Action by Directors Without a Meeting
|
7 | |||
|
||||
ARTICLE FIVE COMMITTEES
|
7 | |||
5.1 Appointment of Executive Committee
|
7 | |||
5.2 Procedures of Executive Commitee
|
7 | |||
5.3 Other Committees
|
7 | |||
5.4 Action by Committee
|
8 | |||
5.5 Alternate Members
|
8 | |||
5.6 Removal and Vacancies
|
8 | |||
|
||||
ARTICLE SIX NOTICES
|
8 | |||
6.1 Procedure
|
8 | |||
6.2 Waiver
|
9 | |||
|
||||
ARTICLE SEVEN OFFICERS
|
9 | |||
7.1 Number
|
9 | |||
7.2 Election and Term
|
9 | |||
7.3 Compensation
|
9 | |||
7.4 Removal
|
10 | |||
7.5 Vacancies
|
10 | |||
7.6 Disability of Officers
|
10 | |||
7.7 Chairman of the Board of Directors
|
10 |
7.8 Vice Chairman of the Board of Directors
|
10 | |||
7.9 President
|
10 | |||
7.10 Vice Presidents
|
10 | |||
7.11 Secretary
|
10 | |||
7.12 Assistant Secretary
|
11 | |||
7.13 Treasurer
|
11 | |||
7.14 Assistant Treasurers
|
11 | |||
7.15 Bond
|
11 | |||
|
||||
ARTICLE EIGHT SHARES
|
11 | |||
8.1 Certificates
|
11 | |||
8.2 Transfer of Shares
|
11 | |||
8.3 Equitable Share Interests
|
12 | |||
8.4 Lost, Stolen or Destroyed Certificates
|
12 | |||
8.5 Regulations
|
12 | |||
8.6 Fixing of Record Date with Regard to Shareholder Action
|
12 | |||
|
||||
ARTICLE NINE DISTRIBUTIONS AND SHARE DIVIDENDS
|
13 | |||
9.1 Authorization or Declaration
|
13 | |||
9.2 Record Date with Regard to Distributions and Share Dividends
|
13 | |||
9.3 Depositories
|
13 | |||
9.4 Fiscal Year
|
13 | |||
|
||||
ARTICLE TEN INDEMNIFICATION
|
13 | |||
10.1 Definitions
|
13 | |||
10.2 Basic Indemnification Arrangement
|
14 | |||
10.3 Advances for Expenses
|
14 | |||
10.4 Authorization of and Determination of Entitlement to Indemnification
|
15 | |||
10.5 Court-Ordered Indemnification and Advances for Expenses
|
16 | |||
17.6 Indemnification of Employees and Agents
|
16 | |||
10.7 Shareholder Approved Indemnification
|
17 | |||
10.8 Liability Insurance
|
17 | |||
10.9 Witness Fees
|
17 | |||
10.10 Report to Shareholders
|
18 | |||
10.11 Severability
|
18 | |||
|
||||
ARTICLE ELEVEN MISCELLANEOUS
|
18 | |||
11.1 Inspection of Books and Records
|
18 | |||
11.2 Description of Seal
|
18 | |||
11.3 Annual Statements
|
18 | |||
|
||||
ARTICLE TWELVE AMENDMENTS
|
18 | |||
12.1 Power to Amend By-Laws
|
18 | |||
|
||||
ARTICLE THIRTEEN RESTRICTIONS ON CERTAIN BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS
|
19 | |||
13.1 Governing Authority
|
19 | |||
13.2 Irrevocability
|
19 |
-4-
-5-
(1) | He objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; | ||
(2) | His dissent or abstention from the action taken is entered in the minutes of the meeting; or | ||
(3) | He delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. |
-6-
-7-
(1) | When received or when delivered, properly addressed, to the addressees last known principal place of business or residence; | ||
(2) | Five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed; or | ||
(3) | On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. |
-8-
-9-
-10-
-11-
-12-
(a) | Corporation includes any domestic or foreign predecessor entity of this corporation in a merger or other transaction in which the predecessors existence ceased upon consummation of the transaction. | ||
(b) | Director means an individual who is or was a director of the corporation or an individual who, while a director of the corporation, is or was serving at the corporations request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporations request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. Director includes, unless the context requires otherwise, the estate or personal representative of a director. | ||
(c) | Expenses includes attorneys fees. | ||
(d) | Liability means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding. |
-13-
(e) | Officer means an individual who is or was an officer of the corporation or an individual who, while an officer of the corporation, is or was serving at the corporations request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. An Officer is considered to be serving an employee benefit plan at the corporations request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. Officer includes, unless the context requires otherwise, the estate or personal representative of an officer. | ||
(f) | Party includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. | ||
(g) | Proceeding means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. |
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(i) | by the Board of Directors of the corporation by majority vote of a quorum consisting of directors not at the time parties to the proceeding; | ||
(ii) | If a quorum cannot be obtained under subdivision (i), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; | ||
(iii) | by special legal counsel: |
(1) | selected by the Board of Directors or its committee in the manner prescribed in subdivision (i) or (ii); or | ||
(2) | if a quorum of the Board of Directors cannot be obtained under subdivision (i) and a committee cannot be designated under subdivision (ii), selected by a majority vote of the full Board of Directors (in which selection directors who are parties may participate); or |
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(iv) | by the shareholders; provided that shares owned by or voted under the control of directors or officers who are at the time parties to the proceeding may not be voted on the determination. |
(i) | The applicant is entitled to mandatory indemnification under the final clause of subsection 10.4(a) above (in which case the corporation shall pay the indemnitees reasonable expenses incurred to obtain court-ordered indemnification); | ||
(ii) | The applicant is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standard of conduct set forth in subsection 10.2(a) above or was adjudged liable as described in subsection 10.2(d) above (but if he was adjudged so liable, any court-ordered indemnification shall be limited to reasonable expenses incurred by the indemnitee unless the Articles of Incorporation of the corporation or a By-Law, contract or resolution approved or ratified by shareholders pursuant to Section 10.7 provides otherwise); or | ||
(iii) | In the case of advances for expenses, the applicant is entitled pursuant to the Articles of Incorporation, By-Laws or any applicable resolution or agreement, to payment or reimbursement of his reasonable expenses incurred as a party to a proceding in advance of final disposition of the proceeding. |
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(i) | for any appropriation, in violation of his duties, of any business opportunity of the corporation; | ||
(ii) | for acts or omissions which involve intentional misconduct or a knowing violation of law; | ||
(iii) | for the types of liability set forth in Section 14-2-832 of the Georgia Business Corporation Code; or | ||
(iv) | from any transaction from which he received an improper personal benefit. |
(i) | the proposed indemnitee furnishes the corporation a written affirmation of his good faith belief that his conduct does not constitute behavior of the kind described in subsection 10.7(a)(i) - (iv) above; and | ||
(ii) | the proposed indemnitee furnishes the corporation a written undertaking, executed personally, or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification. |
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GENUINE PARTS COMPANY
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By: | /s/ Carol B. Yancey | |||
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(c) Amendments
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(d) Notices
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(e) Severability
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(f) Withholding
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(g) Waivers
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(h) Status Before and After Effective Date
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(j) Related Agreements
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(k) Counterparts
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under Executives signature | |||
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If to the Company: | Genuine Parts Company | ||
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2999 Circle 75 Parkway | |||
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Atlanta, Georgia 30339 | |||
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Attention: Chairman of the Board | |||
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Copy to: Corporate Secretary |
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[Executive] | ||||||
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Address: | ||||||
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GENUINE PARTS COMPANY | ||||||
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JURISDICTION OF
NAME
% OWNED
INCORPORATION
90.0
%
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
%
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
100.0
%
HONG KONG, CHINA
100.0
%
SHENZHEN, CHINA
| Registration Statement No. 33-62512 on Form S-8 pertaining to the 1992 Stock Option 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 | ||
| Registration Statement No. 333-133362 on Form S-8 pertaining to the Genuine Parts Company 2006 Long-Term Incentive Plan. |
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. |
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/s/ Thomas C. Gallagher | |
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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. |
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/s/ Jerry W. Nix | |||
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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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Thomas C. Gallagher
Chairman, President and Chief Executive Officer February 28, 2007 |
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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Jerry W. Nix
Vice Chairman and Chief Financial Officer February 28, 2007 |