þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the fiscal year ended December 31, 2007 | ||
OR
|
||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the transition period from to |
Georgia | 58-0254510 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
2999 Circle 75 Parkway, Atlanta, Georgia | 30339 | |
(Address of principal executive offices) | (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 15, 2008
|
|
Common Stock, $1 par value per share | 165,305,021 shares |
ITEM 5
.
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
.
Total
Total Number of
Number of
Shares Purchased
Maximum Number of
Shares
Average
as Part of Publicly
Shares That May Yet Be
Purchased
Price Paid
Announced Plans
Purchased Under the Plans
Period
(1)
Per Share
or Programs (2)
or Programs
634,003
$
48.53
624,000
11,553,976
745,308
$
48.13
745,308
10,808,668
486,114
$
47.39
483,553
10,325,115
1,865,425
$
48.07
1,852,861
10,325,115
(1)
Includes shares surrendered by employees to the Company to satisfy tax withholding
obligations in connection with the vesting of shares of restricted stock, the exercise of
stock options and/or tax withholding obligations.
(2)
On August 21, 2006, the Board of Directors authorized the repurchase of 15 million shares,
and such repurchase plan was announced August 21, 2006. The authorization for this
repurchase plan continues until all such shares have been repurchased, or the repurchase
plan is terminated by action of the Board of Directors.
ITEM 7
.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
.
ITEM 12
.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
.
(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)
All of these shares are available for issuance pursuant to grants of full-value stock
awards.
ITEM 13
.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
.
Amended and Restated Articles of Incorporation of the Company,
as amended April 23, 2007. (Incorporated herein by reference
from the Companys Current Report on Form 8-K, dated April 23,
2007.)
By-laws of the Company, as amended and restated August 20,
2007. (Incorporated herein by reference from the Companys
Current Report on Form 8-K, dated August 20, 2007.)
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.)
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.)
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.)
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 Stock Appreciation Rights 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.)
Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006. (Incorporated
herein by reference from the Companys Current Report on Form 8-K, dated April 18, 2006.)
Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006,
effective November 20, 2006. (Incorporated herein by reference from the Companys Annual Report
on Form 10-K, dated February 28, 2007.)
Amendment No. 4 to the Genuine Parts Company Supplemental Retirement Plan, dated November 28,
2007, effective January 1, 2008.
Amendment No. 1 to the Genuine Parts Company Directors Deferred Compensation Plan, dated November
19, 2007, effective January 1, 2008.
Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2007,
effective January 1, 2008.
Amendment to the Genuine Parts Company 2004 Annual Incentive Bonus Plan, dated March 27, 2007,
effective March 27, 2007.
Amendment No. 2 to the Genuine Parts Company 2004 Annual Incentive Bonus Plan, dated November 19,
2007, effective November 19, 2007.
Amendment No. 2 to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 19,
2007, effective November 19, 2007.
Genuine Parts Company Performance Restricted Stock Unit Award Agreement.
Genuine Parts Company Restricted Stock Unit Award Agreement.
Specimen Change in Control Agreement, as amended and restated as of November 19, 2007.
*
Indicates management contracts and compensatory plans and arrangements.
The following sections and pages of the Companys Annual Report to
Shareholders for the year ended December 31, 2007:
Selected Financial Data on Page 13
Market and Dividend Information on Page 13
Segment Data on Page 15
Managements Discussion and Analysis of Financial Condition and Results of Operations on Pages 16-23
Quarterly Results of Operations on Page 23
Managements Report on Internal Control over Financial Reporting on Page 24
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting on Page 25
Report of Independent Registered Public Accounting Firm on the Financial
Statements on Page 25
Consolidated Financial Statements and Notes to Consolidated Financial
Statements on Pages 26-41
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.
2/29/08
/s/ Jerry W. Nix
2/29/08
(Date)
Jerry W. Nix
(Date)
Chairman, President and Chief Executive Officer
Vice Chairman and Chief Financial and Accounting Officer
2/18/08
/s/ Richard W. Courts II
2/18/08
(Date)
Richard W. Courts II
(Date)
Director
2/18/08
/s/ Thomas C. Gallagher
2/18/08
(Date)
Thomas C. Gallagher
(Date)
Director
2/18/08
/s/ John D. Johns
2/18/08
(Date)
John D. Johns
(Date)
Director
2/18/08
/s/ J. Hicks Lanier
2/18/08
(Date)
J. Hicks Lanier
(Date)
Director
2/18/08
/s/ Jerry W. Nix
2/18/08
(Date)
Jerry W. Nix
(Date)
Director
2/18/08
/s/ Gary W. Rollins
2/18/08
(Date)
Gary W. Rollins
(Date)
Director
2/18/08
(Date)
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
$
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-
$
13,456,070
$
13,513,715
$
(11,448,980
)
1
$
15,520,805
1
Uncollectible accounts written off, net of recoveries.
2
Facility Consolidation expense paid.
Amendment No. 4 to the Genuine Parts Company Supplemental Retirement Plan, dated November
28, 2007, effective January 1, 2008.
Amendment No. 1 to the Genuine Parts Company Directors Deferred Compensation Plan, dated
November 19, 2007, effective January 1, 2008.
Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28,
2007, effective January 1, 2008.
Amendment to the Genuine Parts Company 2004 Annual Incentive Bonus Plan, dated March 27,
2007, effective March 27, 2007.
Amendment No. 2 to the Genuine Parts Company 2004 Annual Incentive Bonus Plan, dated
November 19, 2007, effective November 19, 2007.
Amendment No. 2 to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November
19, 2007, effective November 19, 2007.
Genuine Parts Company Performance Restricted Stock Unit Award Agreement.
Genuine Parts Company Restricted Stock Unit Award Agreement.
Specimen Change in Control Agreement, as amended and restated as of November 19, 2007.
The following sections and pages of the Companys Annual Report to Shareholders for the year
ended December 31, 2007:
Selected Financial Data on Page 13
Market and Dividend Information on Page 13
Segment Data on Page 15
Managements Discussion and Analysis of Financial Condition and Results of Operations on Pages 16-23
Quarterly Results of Operations on Page 23
Managements Report on Internal Control over Financial Reporting on Page 24
Report of Independent Registered Public Accounting Firm on Internal Control over Financial
Reporting on Page 25
Report of Independent Registered Public Accounting Firm on the Financial Statements on Page 25
Consolidated Financial Statements and Notes to Consolidated Financial Statements on Pages 26-41
Subsidiaries of the Company.
Consent of Independent Registered Public Accounting Firm.
Certification signed by the Chief Executive Officer pursuant to SEC Rule 13a-14(a).
Certification signed by the Chief Financial Officer pursuant to SEC Rule 13a-14(a).
Statement of Chief Executive Officer of Genuine Parts Company pursuant to 18 U.S.C. Section
1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
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.
Amended and Restated Articles of Incorporation of the Company, amended April 23, 2007.
By-Laws of the Company as amended and restated August 20, 2007.
Specimen Common Stock Certificate.
Note Purchase Agreement dated November 30, 2001.
Form of Amendment to Deferred Compensation Agreement adopted February
13, 1989, between the Company and certain executive officers of the Company.
1992 Stock Option and Incentive Plan, effective April 20, 1992.
The Genuine Parts Company Restated Tax-Deferred Savings Plan, effective January 1, 1993.
Amendment No. 1 to the Genuine Parts Company Tax-Deferred Savings
Plan, dated June 1, 1996, effective June 1, 1996.
Genuine Parts Company Death Benefit Plan, effective July 15, 1997.
Restricted Stock Agreement dated February 25, 1999, between the Company
and Thomas C. Gallagher.
Amendment to the Genuine Parts Company 1992 Stock Option and Incentive
Plan, dated April 19, 1999, effective April 19, 1999.
Amendment to the Genuine Parts Company Tax-Deferred Savings Plan, dated
April 19, 1999, effective April 19, 1999.
The Genuine Parts Company Original Deferred Compensation Plan, as
amended and restated as of August 19, 1996.
Amendment to the Genuine Parts Company Original Deferred Compensation
Plan, dated April 19, 1999, effective April 19, 1999.
Amendment No. 3 to the Genuine Parts Company Tax-Deferred Savings
Plan, dated November 28, 2001, effective July 1, 2001.
Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and
restated as of November 19, 2001.
Amendment to the Genuine Parts Company 1992 Stock Option and Incentive
Plan, dated November 19, 2001, effective November 19, 2001.
Genuine Parts Company Supplemental Retirement Plan, as amended and
restated effective January 1, 2003, and executed October 22, 2003.
Amendment No. 1 to the Genuine Parts Company Supplemental Retirement
Plan, dated October 27, 2003, effective January 1, 2003.
Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings
Plan, dated June 5, 2003, effective June 5, 2003.
Genuine Parts Company Directors Deferred Compensation Plan, as
amended and restated effective January 1, 2003, and executed November 11,
2003.
Genuine Parts Company 2004 Annual Incentive Bonus Plan,
effective January 1, 2004.
Description of Director Compensation.
Genuine Parts Company Stock Appreciation Rights Agreement.
Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan.
Amendment No. 2 to the Genuine Parts Company Supplemental
Retirement Plan.
Amendment No. 3 to the Genuine Parts Company Supplemental Retirement Plan.
Amendment No. 2 to the Genuine Parts Company Death Benefit Plan.
Genuine Parts Company 2006 Long-Term Incentive Plan, effective April
17, 2006.
Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan,
dated November 20, 2006, effective November 20, 2006.
*
Indicates management contracts and compensatory plans and arrangements.
1.02
|
Incorporation of Pension Plan
.
|
|
|
The terms of the Genuine Parts Company Pension Plan, as amended and restated effective January 1, 2006 (the Pension Plan) are hereby incorporated in this Plan by reference. Unless otherwise indicated herein, the provisions of any future amendments to the Pension Plan shall also be incorporated in this Plan by reference. Unless indicated otherwise, capitalized terms used in this Plan shall have the meaning given those terms in the Pension Plan. |
2.01
|
Eligibility
.
|
|
|
Except as provided in Section 2.02, any employee of the Employer (Key Employee) whose annual, regular Earnings are expected to be equal to or greater than the compensation limits of Code Section 401(a)(17) ($230,000 in 2008) shall participate in this Plan. Upon becoming eligible to participate, a Key Employee must complete and execute a Joinder Agreement in a form satisfactory to the Pension and Benefits Committee of Genuine Parts Company (the Committee). Such Joinder Agreement must be completed no later than January 30 following the calendar year in which the Key Employee first accrues a benefit under this Plan. If the Key Employee fails to timely complete the Joinder Agreement, the Key Employee shall not accrue benefits under this Plan until the first day of the calendar year after the completion of the Joinder Agreement. Even though a Key Employee may be a Participant in this Plan, he shall not be entitled to any benefit hereunder unless and until his benefits under the Pension Plan are reduced due to the application of either Section 401(a)(17) or Section 415 of the Code. |
2.02
|
Additional Rules on Eligibility . |
(a) | A Key Employee shall not accrue a benefit for any year in which the Key Employees annual, regular Earnings are less than the compensation limits of Code Section 401(a)(17). Nevertheless, the Key Employee shall continue to participate in the Plan and shall again accrue a benefit under this Plan during the calendar year in which the Key Employees Earnings exceed the Earnings limit in Section 2.01. | |
(b) | A Key Employee shall be notified in writing by the Committee (or its designee) of his or her initial eligibility to participate in the Plan no later than January 30 following the calendar year in which the Key Employee first accrues a benefit under the Plan. Unless notified in writing by the Committee (or its designee) as described in the preceding sentence, a Key Employee shall not be eligible to participate in the Plan and shall not accrue a benefit under this Plan. Furthermore, the Committee (or its designee) may prohibit any Key Employee from accruing future benefits under this Plan by notifying such Key Employee in writing that his or her accruals under this Plan shall cease. Such freezing of future accruals shall be effective for the next calendar year following the date the written notice is mailed or hand delivered to the Key Employee. |
(a) | 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). For example, if a Participant has a separation from service with the Employer on January 12, the first payment shall be made on August 1 (the first day of the seventh month following January 12). The August 1 payment shall include an amount equal to seven months of payments (representing payments for February, March, April, May, June and July). |
(d) | A Participant may elect among the following annuity payment options available under the Plan: |
(i) | Life Annuity Option a monthly Retirement Income payable during the Participants lifetime, with payments ceasing upon the Participants death. | ||
(ii) | Joint and 50% Survivor Annuity a monthly Retirement Income equal to the reduced Actuarial Equivalent of the Life Annuity Option. The Retirement Income shall be |
payable to the Participant for the Participants life, and upon the Participants death, 50% of such Retirement Income shall be payable to the Participants Spouse for the Spouses life. Such Retirement Income shall cease on the later of the death of the Participant or the death of the Participants Spouse. |
(iii) | Ten Years Certain and Life Option a monthly Retirement Income equal to the reduced Actuarial Equivalent of the Life Annuity Option. The Retirement Income shall be payable to the Participant during the Participants lifetime and, in the event of the Participants death, within a period of ten years after the commencement of benefits, the same monthly amount shall be payable to the Participants Beneficiary for the remainder of such ten-year period. | ||
(iv) | Joint and Last Survivor Option a monthly Retirement Income equal to the reduced Actuarial Equivalent of the Life Annuity Option. The Retirement Income shall be payable to the Participant for the Participants life, and upon the Participants death, a designated percentage (100%, 75% or 50%) of the Participants Retirement Income shall be payable to the Participants Beneficiary for the Beneficiarys life. Such Retirement Income shall cease on the later of the death of the Participant or the death of the Participants Beneficiary. | ||
The Participant may choose the annuity form of payment at any time prior to the commencement of benefits under the Plan. 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. |
5.01
|
Change of Control
.
|
|
(a)
|
In the event there is a Change of Control of Genuine Parts (as defined in Section 5.01(d)), a Participant described below shall receive an immediate lump sum payment of the Participants Supplemental Retirement Income in lieu of the Supplemental Retirement Income otherwise provided under this Plan. |
(i) | A Participant who terminates employment on account of the Change of Control (as defined below) must have attained age 55 with at least fifteen (15) years of Credited Service for vesting purposes under the Pension Plan on or prior to the Participants termination of |
employment of account of the Change of Control. Such Participants lump sum benefit shall be computed as described in Section 5.01(b) below. |
(ii) | A Participant (or his or her Beneficiary if the Participant is not living) who does not satisfy the conditions of subparagraph (i) above but who terminated employment prior to the Change of Control and who is receiving or entitled to receive benefits under the Plan following the Change in Control shall receive a lump sum benefit computed as described in Section 5.01(c). However, this subparagraph (ii) shall apply only if both a Code Section 409A Change in Control occurs (as defined in Code Section 409A see Treas. Reg. Section 1.409A-3(i)(5)) and a Change of Control occurs (as defined in Section 5.01(d)). | ||
(iii) | For purposes of this Section 5.01(a), a Participants employment shall be considered to have terminated on account of such Change of Control if the Participants employment with the Employer is terminated for any reason (e.g., resignation, involuntary termination, disability, death, etc.) that constitutes a separation from service as defined in Code Section 409A (see Treas. Reg. Section 1.409A-1(h)). Such termination of employment must occur during the two-year period beginning on the date on which the Change in Control occurred. |
(b) | The lump sum payment for a Participant described in Section 5.01(a)(i) shall be determined by computing the present value of the Participants monthly Supplemental Retirement Income as of the date of the Participants termination of employment on account of the Change of Control (calculated pursuant to the formula set forth in Section 3.01(a)). The present value amount shall be determined using the Applicable Interest Rate and Applicable Mortality Table as defined in Section 4.10 of the Pension Plan ( i.e. , the interest rate used to compute a lump sum payout from the Pension Plan following a change in control). | |
(c) | The lump sum payment for a Participant described in Section 5.01(a)(ii) shall be determined by computing the present value of the remaining unpaid monthly Supplemental Retirement Income payments under this Plan using the Applicable Interest Rate and Applicable Mortality Table as defined in Section 4.10 of the Pension Plan ( i.e. , the interest rate used to compute a lump sum payout from the Pension Plan following a Change of Control) and by assuming such payments begin or continue (as the case may be) immediately following the Change of Control. |
(c) Any payments that are not paid pursuant to subsections (a) or (b) above shall be irrevocably forfeited. |
Right to Amend and Terminate
.
The Committee reserves the right to modify, alter, amend, or terminate the Plan, at
any time and from time to time, without notice, to any extent deemed advisable;
provided, however, that no such amendment or termination shall (without the written
consent of the Participant, if living, and if not, the Participants Beneficiary)
adversely affect any benefit under the Plan which has accrued with respect to the
Participant as of the date of such amendment or termination regardless of whether
such benefit is vested or in pay status. Notwithstanding the foregoing, no
amendment, modification, alteration, or termination of this Plan may be given effect
with respect to any Participant without the consent of such Participant (if living,
and if not, the Participants Beneficiary) if such amendment, modification,
alteration, or termination is adopted during the six-month period prior to a Change
of Control or during the two-year period following a Change of Control. In
addition, no termination shall result in an acceleration of any benefit under this
Plan unless such termination complies with the termination and liquidation
provisions of Code Section 409A (see Treas. Reg. Section 1.409A-3(j)(4)(ix)).
Finally, the Committee may amend the Plan for any purpose to comply with Code
Section 409A, including optional Code Section 409A provisions, and may amend the
Plan to comply with other required changes in law without the consent of
Participants or Beneficiaries and regardless of a prior or subsequent Change in
Control.
PENSION AND BENEFITS COMMITTEE
By:
/s/ Frank M. Howard
Name
Frank M. Howard
Title
Chairman
Date:
11/28/07
3.02 | Voluntary Termination of Election Form . A Participant may not terminate his or her Election Form on or after January 1 of the calendar year to which the Election Form relates. On or after January 1, such Election Form shall be irrevocable for all of such calendar year. |
3.04 | Automatic Termination of Election Form . A Participants Election Form will automatically terminate at the earlier of (i) the Participants Termination of Service, (ii) a Participants unforeseeable emergency (as defined in Treas. Reg. 1.409A-3(i)(3)), or (iii) the termination of the Plan in accordance with Code Section 409A (see Treas. Reg. Section 1.409A-3(j)(4)(ix)). |
(a) | Payment Election . Payment of a Participants Plan benefits shall be made within ninety (90) days following the Participants Termination of Service as determined by the Plan Administrator. |
(b) | Optional Forms of Payment . Distributions from Participant Accounts (either in cash or in Common Stock) may be paid to the Participant either in a lump sum or in a number of approximately equal annual installments designated by the Participant on the Participants initial Election Form. Such annual installments may be for 5 years, 10 years or 15 years. The method of payment ( e.g. , in lump sum or installments) elected on the Participants initial Election Form will apply to all amounts (including future deferrals) held in both the Variable Rate Sub-Account and Stock Sub-Account. If a Participant elects to receive a distribution of his or her Account in cash installments, the Plan Administrator may purchase an annuity from an insurance company which annuity will pay the Participant the desired annual installments. If the Plan Administrator purchases an annuity contract, the Director will have no further rights to receive payments from the Company or the Plan with respect to the amounts subject to the annuity. If the Plan Administrator does not purchase an annuity contract, the value of the Account remaining unpaid shall continue to receive allocations of return as provided in Section 4.03 and Section 4.04. If the Participant fails to designate a payment method in the Participants initial Election Form, the Participants Account shall be distributed in a lump sum. |
(d) | Irrevocable Election . A Participant may not elect a different payment commencement date for each years Fees deferred under the Plan. In addition, a Participant may not elect a different payment form for each years Fees deferred under the Plan. The payment commencement date and payment form elected or deemed elected on the Participants initial Election form shall be irrevocable. |
(e) | Acceleration of Payment . The Plan Administrator may involuntarily cash out a Participants interest in this Plan in a single lump sum cash payment following the Participants Termination of Service if the following criteria are satisfied: |
(i) | The Plan Administrator determines in writing to involuntarily cash out the Participant (such writing must be completed before the payment is distributed); | ||
(ii) | The payment results in the termination and liquidation of the Participants entire interest under this Plan as well as under any agreement, program, or arrangement that is aggregated with this Plan under Treas. Reg. Section 1.409A-1(c)(2); and | ||
(iii) | The lump sum cash payment is not greater than the applicable dollar amount under Section 402(g)(1)(B) (the maximum permissible 401(k) contribution not including catch-up contributions). |
(f) | Payment to Beneficiary . Upon the Participants death, all unpaid amounts held in the Participants Account shall be paid to the Participants Beneficiary in the same benefit payment form the Participant elected on the Election Form and in accordance with the payment distribution rules set forth in the Plan. Such payment will commence to be paid no later than the ninetieth (90 th ) day following the Participants death as determined by the Plan Administrator. |
4.06 | Unforeseeable Emergency . The Plan Administrator may, in its sole discretion, accelerate the making of payment to a Participant of an amount reasonably necessary to handle an unforeseeable emergency (as defined in Treas. Reg. Section 1.409A-3(i)(3)). Such payment may be made even if the Participant has not incurred a Termination of Service. All unforeseeable emergency distributions shall be made in cash in a lump sum. Such payments will be made on a first-in, first-out basis so that the oldest Fees deferred under the Plan shall be deemed distributed first in an unforeseeable emergency. |
4.08 | Application for Benefits . The Plan Administrator may require a Participant or Beneficiary to complete and file certain forms as a condition precedent to receiving the payment of benefits. The Plan Administrator may rely upon all such information given to it, including the Participants current mailing address. It is the responsibility of all persons interest in receiving a distribution pursuant to the Plan to keep the Plan Administrator informed of their current mailing addresses. In no event shall this Section 4.08 delay the payment of benefits or alter the form of benefits otherwise provided under this Plan. |
7.01 | Amendment and Termination . The Committee reserves the right to modify, alter, amend, or terminate the Plan, at any time and from time to time, without notice, to any extent deemed advisable; provided, however, that no such amendment or termination shall (without the written consent of the Participant, if living, and if not, the Participants Beneficiary) adversely affect any benefit under the Plan which has accrued with respect to the Participant or Beneficiary as of the date of such amendment or termination regardless of whether such benefit is in pay status. Notwithstanding the foregoing, no amendment (other than an amendment to increase the number of Common Stock units available under the Plan see Section 4.03(b)), modification, alternation, or termination of the Plan may be given effect with respect to any Participant without the consent of such Participant if such amendment, modification, alteration, or termination is adopted during the six-month period prior to a Change of Control or during the two-year period following a Change in Control. In addition, no termination shall result in an acceleration of any benefit under this Plan unless such termination complies with the termination and liquidation provisions of Code Section 409A (see Treas. Reg. Section 1.409A-3(j)(4)(ix)). Finally, the Committee or the Plan Administrator may amend the Plan for any purpose to comply with Code Section 409A, including optional Code Section 409A provisions, and may amend the Plan to comply with other required changes in law without the consent of Participants or Beneficiaries and regardless of a prior or subsequent Change in Control. |
8.01 | Immediate Payment upon Change of Control . Notwithstanding any other provisions in the Plan, in the event there is a Change of Control of the Company as defined in Section 8.03, any Participant whose service is terminated on account of such Change of Control shall receive an immediate lump sum payment of the Participants Account balances. For purposes of this Section 8.01, a Participants service shall be considered to have terminated on account of such Change of Control only if the Participants service on the Board is terminated without cause during the two-year period following the Change of Control. |
8.02 | Acceleration of Installment Distributions . Notwithstanding any other provisions in the Plan, in the event there is a Change of Control as defined in Section 8.03 and a Code Section 409A Change of Control of the Company as defined in Code Section 409A (see Treas. Reg. Section 1.409A-3(i)(5)), any Participant who has commenced receiving installment distributions from the Company (other than from an annuity contract purchased from an insurance company) shall immediately receive a lump sum payment in an amount equal to the unpaid balance of the Participants Accounts. |
9.04 | Release . Any payment to Participant or Beneficiary, or to their legal representatives, in accordance with the provisions of the Plan, shall to the extent thereof be in full satisfaction of all claims hereunder against the Committee, the Plan Administrator and the Company, any of whom may require such Participant, Beneficiary, or legal representative, as a condition precedent to such payment, to execute a receipt and release therefor in such form as shall be determined by the Plan Administrator, the Committee, or the Company, as the case may be. If the Plan Administrator, Committee or the Company request that a Participant, Beneficiary or legal representative sign a release and such individual fails to sign such release within 60 days of the Participants Termination of Service, all payments under this Plan shall be deemed forfeited. |
9.06 Six Month Wait for Specified Employees . In the extremely rare circumstance in which a Participant is also a specified employee (as defined in Treas. Reg. Section 1.409A-1(i)), the payment of any benefit under this Plan shall not be made until the first day of the seventh month following the Participants Termination of Service with the Company. |
GENUINE PARTS COMPANY | ||||||||||
|
||||||||||
By: | /s/ Carol B. Yancey | |||||||||
|
Name | |||||||||
|
Title | Senior VP-Finance and Corp Sec. | ||||||||
(c) | Requirement of Continuous Employment Prior to Completion of Election Form. Notwithstanding paragraph (b), to be eligible to complete an Election Form, a Key Employee |
must be continuously employed by the Company beginning January 1 of the calendar year in which the Bonus is deferred and continuing until the Key Employee completes an irrevocable Election Form. |
(d) Voluntary Termination of Election Form . A Participant may not terminate his or her Election Form. Such Election Form shall be irrevocable. |
(e) No Continuation of Election Form . An Election Form shall be irrevocable. However, each calendar year a Participant must complete a new Election Form pursuant to the rules of this Article 3 to defer a Bonus for such calendar year. An Election Form in place for one calendar year shall not apply to a different calendar year. |
(f) Automatic Termination of Election Form . The Participants Election Form will automatically terminate at the earliest of (i) the Participants Termination of Service, (ii) a Participants hardship distribution pursuant to Treas. Reg. Section 1.401(k)-1(d)(3), or (iii) the termination of the Plan in accordance with Code Section 409A (See Treas. Reg. Section 1.409A-3(j)(4)(ix). | ||
For example, it a Participant receives a hardship distribution under the terms of the Genuine Partnership Plan (a plan subject to Code Section 401(k)), the Participants Election Form for the calendar year in which the hardship occurred shall automatically terminate. Following such a hardship, a Participant may not make a new Election Form under this Plan for six months following the hardship distribution. Accordingly, a hardship distribution received on April 1, 2008 would terminate the 2008 Election Form and a new Election Form could not be made until October 1, 2008 (for the 2009 calendar year). |
4.01 Deferred Bonus . A Key Employee may elect to defer any dollar amount or percentage of his or her Bonus in accordance with the terms of the Plan and the Election Form. For bookkeeping purposes, the amount of the Bonus which the Key Employee elects to defer pursuant to this Plan shall be transferred to and held in individual Accounts. |
(a) Commencement of Payments . Payment of Plan benefits 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). |
(c) Payment Form Election . |
(i) | General Rule . A Participant may elect one payment form for all amounts deferred under this Plan. Such election shall be made on the Participants initial Election Form and is irrevocable for all subsequent deferrals and Election Forms. | ||
(ii) | Payment Form Elections Prior to January 1, 2007 . Prior to January 1, 2007, a Participant could elect a different payment form for each Bonus deferred under this Plan. The Committee shall establish sub-accounts within a Participants Account (to the extent necessary) to identify the portion of a Participants Account that will be distributed in the form the Participant designated in the Election Form. | ||
(iii) | 2007 Payment Form Election . During 2007, Participants in the Plan were permitted to change a prior Payment Form pursuant to a transition rule in Code Section 409A. Such elections were irrevocable. The most recent Payment Form in effect for such Participants for the 2007 calendar year shall apply to all subsequent deferrals under this Plan. |
Effective January 1, 2008, Section 4.03(d) is deleted in its entirety and a new Section 4.03(d) is hereby substituted in lieu thereof as follows | ||
(d) Acceleration of Payment . The Committee may involuntarily cash out a Participants interest in this Plan in a single lump sum following the Participants Termination of Service if the following criteria are satisfied: |
(i) | The Committee determines in writing to involuntarily cash out the Participant (such writing must be completed before the payment is distributed). | ||
(ii) | The payment results in the termination and liquidation of the Participants entire interest under this Plan as well as under any agreement, program, or arrangement that is aggregated with this Plan under Treas. Reg. Section 1.409A-1(c)(2); and | ||
(iii) | The lump sum payment is not greater than the applicable dollar amount under section 402(g)(1)(B) (the maximum permissible 401(k) contribution not including catch-up contributions). |
Effective January 1, 2008, Section 4.04 is deleted in its entirety and a new Section 4.04 is hereby substituted in lieu thereof as follows: | ||
4.04 Financial Hardship . The Committee may, in its sole discretion, accelerate the making of payment to a Participant of an amount reasonably necessary to handle an unforeseeable emergency (as defined in Treas. Reg. Section 1.409A-3(i)(3)). Such payment may be made even if the Participant has not incurred a Termination of Service. All financial hardship distributions shall be made in a lump sum. Such payments will be made on a first-in, first-out basis so that the oldest Bonus deferred under the Plan shall be deemed distributed first in a financial hardship. |
4.06 Application for Benefits . The Committee may require a Participant or Beneficiary to complete and file certain forms as a condition precedent to receiving the payment of benefits. The Committee may rely upon all such information given to it, including the Participants current mailing address. It is the responsibility of all persons interested in receiving a distribution pursuant to the Plan to keep the Committee informed of their current mailing addresses. In no event shall this Section 4.06 delay the payment of benefits or alter the form of benefits otherwise provided under this Plan. |
7.01 The Committee reserves the right to modify, alter, amend, or terminate the Plan, at any time and from time to time, without notice, to any extent deemed advisable; provided, however, that no such amendment or termination shall (without the written consent of the Participant, if living, and if not, the Participants Beneficiary) adversely affect any benefit under the Plan which has accrued with respect to the Participant or Beneficiary as of the date of such amendment or termination regardless of whether such benefit is in pay status. Notwithstanding the foregoing, no amendment, modification, alteration, or termination of this Plan may be given effect with respect to any Participant without the consent of such Participant if such amendment, modification, alteration, or termination is adopted during the six-month period prior to a Change of Control or during the two-year period following a Change of Control. In addition, no termination shall result in an acceleration of any benefit under this Plan unless such termination complies with the termination and liquidation provisions of Code |
Effective January 1, 2008, Section 8.01(a) and Section 8.01(b) are deleted in its entirety and a new Section 8.01(a) and Section 8.01(b) are hereby substituted in lieu thereof as follows: | |||
(a) | Notwithstanding any other provision in this Plan, in the event there is a Change of Control of the Company as defined in subsection (c) of this Section 8.01, any Participant who has a Termination of Service during the two-year period beginning on the date on which the Change of Control occurs, shall receive an immediate lump sum payment of the Participants Account balance. | ||
(b) | Notwithstanding any other provisions in this Plan, in the event there is both (i) a Change of Control of the Company as defined in subsection (c) of this Section 8.01 and a Code Section 409A Change of Control of the Company as defined in Code Section 409A (see Treas. Reg. Section 1.409A-3(i)(5)), any Participant who has commenced receiving installment distributions from the Company (other than from an annuity contract purchased from an insurance company) shall immediately receive a lump sum payment in an amount equal to the unpaid balance of the Participants Account. |
9.04 Release . Any payment to Participant or Beneficiary, or to their legal representatives, in accordance with the provisions of the Plan, shall to the extent thereof be in full satisfaction of all claims hereunder against the Committee and the Company, any of whom may require such Participant, Beneficiary, or legal representative, as a condition precedent to such payment, to execute a receipt and release therefor in such form as shall be determined by the Committee, or the Company, as the case may be. If the Committee or the Company request that a Participant, Beneficiary or legal representative sign a release and such individual fails to sign such release within 60 days of the Participants Termination of Service, all payments under this Plan shall be deemed forfeited. |
PENSION AND BENEFITS COMMITTEE | ||||||||||
|
||||||||||
|
By: | /s/ Frank M. Howard | ||||||||
|
Name | Frank M. Howard | ||||||||
|
Title | Chairman | ||||||||
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||||||||||
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Date: | 11/28/07 | ||||||||
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||||||||||
Attest: | ||||||||||
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||||||||||
By:
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||||||||||
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||||||||||
Date:
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||||||||||
1. | By deleting the definition of Retirement in Section 2.1 and replacing it with the following: | |
Retirement . A Participants voluntary termination of employment with the Company or a Subsidiary after attaining age 65. | ||
2. | Except as specifically set forth herein, the terms of the Plan shall remain in full force and effect as prior to this amendment. |
GENUINE PARTS COMPANY | ||||||||
|
||||||||
By: | /s/ Carol B. Yancey | |||||||
|
Name: | Carol B. Yancey | ||||||
|
Title: | Senior VP Finance and Corporate Secretary | ||||||
1. | By deleting Section 5.6 in its entirety and replacing it with the following: | |
5.6 PAYOUT FORM AND TIMING . Incentive Bonuses will be made not later than March 15 of the calendar year following the Plan Year, and as soon as possible after the audited results for the Company are available for the Plan Year. Notwithstanding the above, the Committee may, in its discretion, reduce the amount of an Incentive Bonus otherwise payable to one or more Participants under the Plan. | ||
2. | Except as specifically set forth herein, the terms of the Plan shall remain in full force and effect as prior to this amendment. |
GENUINE PARTS COMPANY | ||||||||
|
||||||||
By: | /s/ Carol B. Yancey | |||||||
|
Name: | Carol B. Yancey | ||||||
|
Title: | Senior VP Finance and Corporate Secretary | ||||||
1. | By adding the following parenthetical to the end of the first sentence of Section 14.7 and 14.8: | ||
"(unless a later date is required by Section 17.4 hereof), | |||
2. | By deleting Section 17.4 in its entirety and replacing it with the following: |
3. | Except as specifically set forth herein, the terms of the Plan shall remain in full force and effect as prior to this amendment. |
GENUINE PARTS COMPANY | ||||||
|
||||||
By: |
/s/ Carol B. Yancey
|
|||||
|
Name: | Carol B. Yancey | ||||
|
||||||
|
Title: | Senior VP Finance and Corporate Secretary | ||||
|
Actual Pre-Tax | ||||||
Profit as a Percent | Actual Pre-Tax | Actual Units | Percent of Units | |||
of Target* | Profit* | Earned** | Earned** | |||
less than 95%
|
$XXX | 0 | 0% | |||
95%
|
$XXX | XXX | 50% | |||
100% or above
|
$XXX | XXX | 100% |
* | Pre-tax profit target for the year ending December 31, 20___is $XXX | |
** | Straight line interpolation is used to determine percent of Units earned when actual level is between two points. |
GENUINE PARTS COMPANY
|
||||
By: | ||||
Carol B. Yancey | ||||
Sr. Vice President - Finance and Corporate Secretary | ||||
|
Grant Date: | |||
|
|
Accepted by Grantee: | |||
|
(a) | December 31, 2011, | ||
(b) | The date of Grantees Retirement* after December 31, 2007, or | ||
(c) | The date of Grantees termination of employment due to death or Disability, or | ||
(d) | The effective date of a Change in Control. |
*Grantee must have attained the age of 65 to qualify for retirement provision |
GENUINE PARTS COMPANY
|
||||
By: | ||||
Carol B. Yancey | ||||
Sr. Vice President -- Finance and Corporate Secretary
Grant Date: March 27, 2007 Accepted by Grantee: |
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If to Executive
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the address set forth below under Executives signature | |
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If to the Company
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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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GENUINE PARTS COMPANY
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By: | ||||
- 15 -
(in thousands, except per share data)
Year ended December 31, |
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||
Net sales
|
$ | 10,843,195 | $ | 10,457,942 | $ | 9,783,050 | $ | 9,097,267 | $ | 8,449,300 | ||||||||||
Cost of goods sold*
|
7,625,972 | 7,353,447 | 6,884,964 | 6,439,544 | 5,992,684 | |||||||||||||||
Operating and non-operating expenses, net*
|
2,400,478 | 2,333,579 | 2,189,022 | 2,021,804 | 1,884,873 | |||||||||||||||
Income before taxes and accounting change
|
816,745 | 770,916 | 709,064 | 635,919 | 571,743 | |||||||||||||||
Income taxes
|
310,406 | 295,511 | 271,630 | 240,367 | 218,101 | |||||||||||||||
Income before cumulative effect of a
change in accounting principle
|
506,339 | 475,405 | 437,434 | 395,552 | 353,642 | |||||||||||||||
Cumulative effect of a change
in accounting principle**
|
| | | | 19,541 | |||||||||||||||
Net income
|
$ | 506,339 | $ | 475,405 | $ | 437,434 | $ | 395,552 | $ | 334,101 | ||||||||||
Weighted average common shares
outstanding during year assuming dilution
|
170,135 | 172,486 | 175,007 | 175,660 | 174,480 | |||||||||||||||
Per common share:
|
||||||||||||||||||||
Diluted net income, excluding
cumulative effect
|
$ | 2.98 | $ | 2.76 | $ | 2.50 | $ | 2.25 | $ | 2.03 | ||||||||||
Diluted net income
|
2.98 | 2.76 | 2.50 | 2.25 | 1.91 | |||||||||||||||
Dividends declared
|
1.46 | 1.35 | 1.25 | 1.20 | 1.18 | |||||||||||||||
December 31 closing stock price
|
46.30 | 47.43 | 43.92 | 44.06 | 33.20 | |||||||||||||||
Long-term debt, less current maturities
|
250,000 | 500,000 | 500,000 | 500,000 | 625,108 | |||||||||||||||
Shareholders equity
|
2,716,716 | 2,549,991 | 2,693,957 | 2,544,377 | 2,312,283 | |||||||||||||||
Total assets
|
$ | 4,774,069 | $ | 4,496,984 | $ | 4,771,538 | $ | 4,455,247 | $ | 4,127,956 |
* | The Company reclassified certain warehousing, distribution and handling costs from operating expenses to cost of goods sold for all periods presented. These costs amount to $176 million, $171 million, $166 million, $172 million and $166 million for fiscal years 2007, 2006, 2005, 2004 and 2003, respectively. The reclassification had no effect on net sales, operating margins, or net income. | |
** | 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. |
Sales Price of Common Shares | ||||||||||||||||||||
Quarter | 2007 | 2006 | ||||||||||||||||||
High | Low | High | Low | |||||||||||||||||
First
|
$ | 50.75 | $ | 46.19 | $ | 45.74 | $ | 41.41 | ||||||||||||
Second
|
51.65 | 48.39 | 46.16 | 40.00 | ||||||||||||||||
Third
|
51.68 | 46.00 | 43.90 | 40.09 | ||||||||||||||||
Fourth
|
50.97 | 46.30 | 48.34 | 42.60 |
Dividends Declared Per Share | ||||||||
2007 | 2006 | |||||||
First
|
$ | 0.3650 | $ | 0.3375 | ||||
Second
|
0.3650 | 0.3375 | ||||||
Third
|
0.3650 | 0.3375 | ||||||
Fourth
|
0.3650 | 0.3375 |
-13-
(in thousands) Year ended December 31, | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||
Net sales:
|
||||||||||||||||||||
Automotive
|
$ | 5,311,873 | $ | 5,185,080 | $ | 5,013,460 | $ | 4,739,261 | $ | 4,477,508 | ||||||||||
Industrial
|
3,350,954 | 3,107,593 | 2,795,699 | 2,511,597 | 2,253,947 | |||||||||||||||
Office products
|
1,765,055 | 1,779,832 | 1,662,393 | 1,540,878 | 1,457,149 | |||||||||||||||
Electrical/electronic materials
|
436,318 | 408,138 | 341,513 | 335,605 | 297,618 | |||||||||||||||
Other
|
(21,005 | ) | (22,701 | ) | (30,015 | ) | (30,074 | ) | (36,922 | ) | ||||||||||
Total net sales
|
$ | 10,843,195 | $ | 10,457,942 | $ | 9,783,050 | $ | 9,097,267 | $ | 8,449,300 | ||||||||||
Operating profit:
|
||||||||||||||||||||
Automotive
|
$ | 413,180 | $ | 399,931 | $ | 398,494 | $ | 396,015 | $ | 363,022 | ||||||||||
Industrial
|
281,762 | 257,022 | 214,222 | 173,760 | 151,109 | |||||||||||||||
Office products
|
156,781 | 166,573 | 157,408 | 150,817 | 143,263 | |||||||||||||||
Electrical/electronic materials
|
30,435 | 22,630 | 17,470 | 14,611 | 7,112 | |||||||||||||||
Total operating profit
|
882,158 | 846,156 | 787,594 | 735,203 | 664,506 | |||||||||||||||
|
||||||||||||||||||||
Interest expense, net
|
(21,056 | ) | (26,445 | ) | (29,564 | ) | (37,260 | ) | (51,538 | ) | ||||||||||
Corporate expense
|
(38,300 | ) | (44,341 | ) | (45,299 | ) | (58,980 | ) | (37,121 | ) | ||||||||||
Intangible asset amortization
|
(1,118 | ) | (463 | ) | (396 | ) | (356 | ) | (1,539 | ) | ||||||||||
Minority interests
|
(4,939 | ) | (3,991 | ) | (3,271 | ) | (2,688 | ) | (2,565 | ) | ||||||||||
Income before income taxes
and accounting change
|
$ | 816,745 | $ | 770,916 | $ | 709,064 | $ | 635,919 | $ | 571,743 | ||||||||||
Assets:
|
||||||||||||||||||||
Automotive
|
$ | 2,785,619 | $ | 2,625,846 | $ | 2,711,620 | $ | 2,521,906 | $ | 2,369,969 | ||||||||||
Industrial
|
969,666 | 910,734 | 976,903 | 955,029 | 957,735 | |||||||||||||||
Office products
|
659,838 | 669,303 | 722,813 | 681,992 | 621,523 | |||||||||||||||
Electrical/electronic materials
|
101,419 | 105,623 | 113,913 | 104,918 | 97,195 | |||||||||||||||
Corporate
|
175,074 | 123,224 | 183,572 | 133,730 | 23,506 | |||||||||||||||
Goodwill and intangible assets
|
82,453 | 62,254 | 62,717 | 57,672 | 58,028 | |||||||||||||||
Total assets
|
$ | 4,774,069 | $ | 4,496,984 | $ | 4,771,538 | $ | 4,455,247 | $ | 4,127,956 | ||||||||||
Depreciation and amortization:
|
||||||||||||||||||||
Automotive
|
$ | 65,810 | $ | 52,565 | $ | 44,102 | $ | 39,222 | $ | 42,681 | ||||||||||
Industrial
|
8,565 | 7,941 | 8,345 | 8,972 | 10,265 | |||||||||||||||
Office products
|
9,159 | 9,518 | 9,551 | 10,245 | 10,639 | |||||||||||||||
Electrical/electronic materials
|
1,566 | 1,394 | 1,612 | 2,011 | 2,729 | |||||||||||||||
Corporate
|
1,484 | 1,542 | 1,523 | 1,401 | 1,160 | |||||||||||||||
Intangible asset amortization
|
1,118 | 463 | 396 | 356 | 1,539 | |||||||||||||||
Total depreciation and amortization
|
$ | 87,702 | $ | 73,423 | $ | 65,529 | $ | 62,207 | $ | 69,013 | ||||||||||
Capital expenditures:
|
||||||||||||||||||||
Automotive
|
$ | 91,359 | $ | 111,644 | $ | 68,062 | $ | 52,263 | $ | 58,754 | ||||||||||
Industrial
|
8,340 | 6,187 | 5,695 | 3,922 | 6,824 | |||||||||||||||
Office products
|
13,294 | 6,002 | 8,893 | 12,354 | 7,211 | |||||||||||||||
Electrical/electronic materials
|
2,340 | 904 | 1,550 | 1,552 | 394 | |||||||||||||||
Corporate
|
315 | 1,307 | 1,514 | 1,986 | 721 | |||||||||||||||
Total capital expenditures
|
$ | 115,648 | $ | 126,044 | $ | 85,714 | $ | 72,077 | $ | 73,904 | ||||||||||
Net sales:
|
||||||||||||||||||||
United States
|
$ | 9,609,225 | $ | 9,314,970 | $ | 8,768,737 | $ | 8,198,368 | $ | 7,666,389 | ||||||||||
Canada
|
1,158,515 | 1,071,095 | 954,317 | 845,563 | 731,200 | |||||||||||||||
Mexico
|
96,460 | 94,578 | 90,011 | 83,410 | 88,633 | |||||||||||||||
Other
|
(21,005 | ) | (22,701 | ) | (30,015 | ) | (30,074 | ) | (36,922 | ) | ||||||||||
Total net sales
|
$ | 10,843,195 | $ | 10,457,942 | $ | 9,783,050 | $ | 9,097,267 | $ | 8,449,300 | ||||||||||
Net long-lived assets:
|
||||||||||||||||||||
United States
|
$ | 419,289 | $ | 415,569 | $ | 388,916 | $ | 368,345 | $ | 339,020 | ||||||||||
Canada
|
85,532 | 72,556 | 62,842 | 65,649 | 57,906 | |||||||||||||||
Mexico
|
3,621 | 3,389 | 3,254 | 3,066 | 4,094 | |||||||||||||||
Total net long-lived assets
|
$ | 508,442 | $ | 491,514 | $ | 455,012 | $ | 437,060 | $ | 401,020 | ||||||||||
-15-
Year ended December 31, | |||||||||||||
(in thousands, except per share data) | 2007 | 2006 | 2005 | ||||||||||
|
|||||||||||||
Net Sales
|
$ | 10,843,195 | $ | 10,457,942 | $ | 9,783,050 | |||||||
Gross Profit*
|
3,217,223 | 3,104,495 | 2,898,086 | ||||||||||
Net Income
|
506,339 | 475,405 | 437,434 | ||||||||||
Diluted Earnings
Per Share
|
2.98 | 2.76 | 2.50 |
* | The Company reclassified certain warehousing, distribution and handling costs from operating expenses to cost of goods sold for the prior periods to conform with current period presentation. These costs amount to $171 million and $166 million for fiscal years 2006 and 2005, respectively. The reclassification had no effect on net sales, net income or diluted earnings per share. |
-16-
-17-
-18-
Year Ended December 31, | ||||||||||||||||||||
Net Cash | (in thousands) | Percent Change | ||||||||||||||||||
Provided by | 2007 vs. | 2006 vs. | ||||||||||||||||||
(Used in): | 2007 | 2006 | 2005 | 2006 | 2005 | |||||||||||||||
Operating Activities
|
$ | 641,471 | $ | 433,500 | $ | 440,517 | 48 | % | -2 | % | ||||||||||
Investing Activities
|
(87,598 | ) | (145,599 | ) | (70,174 | ) | -40 | % | 107 | % | ||||||||||
Financing Activities
|
(469,496 | ) | (340,729 | ) | (317,469 | ) | 38 | % | 7 | % |
-19-
Payment Due by Period | ||||||||||||||||||||
Less than | Over | |||||||||||||||||||
(in thousands) | Total | 1 year | 1-3 yrs | 4-5 yrs | 5 years | |||||||||||||||
Credit facilities
|
$ | 574,427 | $ | 279,000 | $ | 31,150 | $ | 264,277 | $ | | ||||||||||
Capital leases
|
11,106 | 2,344 | 3,918 | 2,005 | 2,839 | |||||||||||||||
Operating leases
|
584,077 | 131,659 | 171,938 | 97,861 | 182,619 | |||||||||||||||
Total contractual
cash obligations
|
$ | 1,169,610 | $ | 413,003 | $ | 207,006 | $ | 364,143 | $ | 185,458 | ||||||||||
-20-
Amount of Commitment Expiration per Period | |||||||||||||||||||||
Total | |||||||||||||||||||||
Amounts | Less than | Over | |||||||||||||||||||
(in thousands) | Committed | 1 year | 1-3 yrs | 4-5 yrs | 5 years | ||||||||||||||||
|
|||||||||||||||||||||
Line of credit
|
| | | | | ||||||||||||||||
Standby letters of credit
|
$ | 56,453 | $ | 56,453 | $ | | $ | | $ | | |||||||||||
Guaranteed borrowings of independents
and affiliates
|
173,928 | 48,669 | 19,343 | 12,895 | 93,021 | ||||||||||||||||
Residual value guarantee under
operating leases
|
62,678 | | 62,678 | | | ||||||||||||||||
Total
commercial commitments
|
$ | 293,059 | $ | 105,122 | $ | 82,021 | $ | 12,895 | $ | 93,021 | |||||||||||
-21-
-22-
Three Months Ended | ||||||||||||||||
March 31, | June 30, | Sept. 30, | Dec. 31, | |||||||||||||
(in thousands except per share data) | ||||||||||||||||
2007
|
||||||||||||||||
Net Sales
|
$ | 2,648,843 | $ | 2,769,527 | $ | 2,797,556 | $ | 2,627,269 | ||||||||
Gross Profit*
|
789,944 | 824,585 | 824,488 | 778,206 | ||||||||||||
Net Income
|
121,553 | 130,121 | 128,580 | 126,085 | ||||||||||||
Earnings Per Share:
|
||||||||||||||||
Basic
|
.71 | .76 | .76 | .76 | ||||||||||||
Diluted
|
.71 | .76 | .76 | .75 | ||||||||||||
|
||||||||||||||||
2006
|
||||||||||||||||
Net Sales
|
$ | 2,553,552 | $ | 2,661,805 | $ | 2,699,641 | $ | 2,542,944 | ||||||||
Gross Profit*
|
760,477 | 782,182 | 787,295 | 774,541 | ||||||||||||
Net Income
|
113,925 | 120,680 | 121,333 | 119,467 | ||||||||||||
Earnings
Per Share:
|
||||||||||||||||
Basic
|
.66 | .70 | .71 | .70 | ||||||||||||
Diluted
|
.66 | .70 | .71 | .70 |
-23-
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. |
-24-
-25-
-26-
-27-
-28-
-29-
Atlanta, Georgia
February 26, 2008
Atlanta, Georgia
February 26, 2008
(in thousands, except share data and per share amounts) December 31,
2007
2006
$
231,837
$
135,973
1,216,220
1,227,805
2,335,716
2,236,368
269,239
234,981
4,053,012
3,835,127
82,453
62,254
212,615
170,343
47,415
50,726
143,685
162,679
234,889
215,855
425,989
429,260
$
4,774,069
$
4,496,984
$
989,816
$
910,263
250,000
102,027
95,770
99,766
97,284
60,789
57,552
45,578
37,899
1,547,976
1,198,768
250,000
500,000
66,230
60,716
193,147
187,509
166,065
170,531
(123,715
)
(242,534
)
2,674,366
2,621,994
2,716,716
2,549,991
$
4,774,069
$
4,496,984
(in thousands, except per share amounts) Year ended December 31,
2007
2006
2005
$
10,843,195
$
10,457,942
$
9,783,050
7,625,972
7,353,447
6,884,964
3,217,223
3,104,495
2,898,086
2,278,155
2,217,882
2,078,308
87,702
73,423
65,529
13,514
16,472
16,356
2,379,371
2,307,777
2,160,193
31,327
31,576
34,024
(10,220
)
(5,774
)
(5,195
)
21,107
25,802
28,829
816,745
770,916
709,064
310,406
295,511
271,630
$
506,339
$
475,405
$
437,434
$
2.99
$
2.77
$
2.51
$
2.98
$
2.76
$
2.50
169,129
171,576
174,054
1,006
910
953
170,135
172,486
175,007
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
174,964,884
$
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
506,339
506,339
78,877
78,877
296
296
39,646
39,646
625,158
(246,481
)
(246,481
)
530,262
530
14,438
14,968
14,300
14,300
(4,995,886
)
(4,996
)
(28,738
)
(207,486
)
(241,220
)
166,065,250
$
166,065
$
$
(123,715
)
$
2,674,366
$
2,716,716
(1)
The pension and postretirement benefit adjustment relates to the adoption of SFAS No. 158 as
described further in Note 7.
(in thousands) Year ended December 31,
2007
2006
2005
$
506,339
$
475,405
$
437,434
87,702
73,423
65,529
(4,438
)
(3,005
)
(2,214
)
509
(2,675
)
(8,066
)
(5,481
)
43,935
4,939
3,991
3,271
14,300
11,948
12,126
38,330
(31,821
)
(59,949
)
(42,087
)
(7,240
)
(19,869
)
65,103
(66,116
)
112,087
(11,806
)
(7,052
)
(118,358
)
(6,631
)
(11,061
)
(33,014
)
135,132
(41,905
)
3,083
641,471
433,500
440,517
(115,648
)
(126,044
)
(85,714
)
67,656
4,452
7,110
(44,855
)
(29,007
)
(27,518
)
5,249
35,948
5,000
(87,598
)
(145,599
)
(70,174
)
160,000
113,432
(160,881
)
(113,519
)
10,530
8,677
17,725
4,438
3,005
(243,244
)
(228,052
)
(215,868
)
(241,220
)
(123,478
)
(119,239
)
(469,496
)
(340,729
)
(317,469
)
11,487
(110
)
1,097
95,864
(52,938
)
53,971
135,973
188,911
134,940
$
231,837
$
135,973
$
188,911
$
324,399
$
285,696
$
235,384
$
31,540
$
32,521
$
33,544
-30-
-31-
-32-
-33-
-34-
-35-
-36-
-37-
-38-
-39-
-40-
-41-
and the Allowance for Doubtful Accounts
Consideration Received From Vendors
(in thousands) December 31,
2007
2006
$
45,680
$
12,951
21,400
21,400
55,937
49,294
35,778
38,839
53,820
47,859
$
212,615
$
170,343
(in thousands) December 31,
2007
2006
$
100,060
$
116,374
13,707
12,248
36,723
39,558
19,458
23,199
19,329
$
193,147
$
187,509
DECEMBER 31, 2007
(in thousands) December 31,
2007
2006
$
129,700
$
50,823
(296
)
(250,846
)
(290,461
)
(2,569
)
(2,600
)
$
(123,715
)
$
(242,534
)
Goodwill
Identifiable
Office
Intangible
Automotive
Industrial
Products
Assets
Total
$
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
300
13,593
7,424
21,317
(1,118
)
(1,118
)
$
24,187
$
45,002
$
2,131
$
11,133
$
82,453
DECEMBER 31, 2007
(in thousands) December 31,
2007
2006
$
250,000
$
250,000
250,000
250,000
500,000
500,000
250,000
$
250,000
$
500,000
$
250,000
250,000
$
500,000
Capital
Operating
Leases
Leases
$
2,344
$
131,659
2,158
98,182
1,760
73,756
1,092
54,935
913
42,926
2,839
182,619
11,106
$
584,077
4,041
$
7,065
Year Ended December 31,
2005
$
437,434
4,247
(6,225
)
$
435,456
$
2.51
$
2.50
$
2.50
$
2.49
DECEMBER 31, 2007
2007
Weighted
Average
Shares
Exercise
(000s)
Price
6,084
$
35
1,367
49
(986
)
34
(150
)
43
6,315
$
38
3,506
$
36
6,636
(1)
Total includes 95,000 Restricted Stock Units (RSUs). The weighted average exercise price
excludes RSUs.
(2)
The exercise prices for options outstanding as of December 31, 2007 ranged from approximately
$21 to $49. 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
255
$
41
95
49
(15
)
49
(23
)
42
312
$
43
(in thousands) December 31,
2007
2006
$
136,432
$
114,146
160,521
193,194
296,953
307,340
164,909
160,798
98,196
88,672
19,849
24,787
6,918
9,605
289,872
283,862
(7,081
)
(23,478
)
28,697
15,361
$
(
35,778
)
$
(38,839
)
(in thousands)
2007
2006
2005
$
262,922
$
243,089
$
183,387
42,101
41,361
32,977
13,449
16,542
11,331
(8,066
)
(5,481
)
43,935
$
310,406
$
295,511
$
271,630
(in thousands)
2007
2006
2005
$
285,861
$
269,821
$
248,172
26,672
26,395
25,571
(2,127
)
(705
)
(2,113
)
$310,406
$295,511
$271,630
Unrecognized Tax Benefits
(in thousands)
$
29,215
7,929
455
(1,557
)
(2,897
)
(1,045
)
$
32,100
DECEMBER 31, 2007
Other
Pension
Postretirement
Benefits
Benefits
2007
2006
2007
2006
$
1,334,528
$
1,236,379
$
25,669
$
24,267
53,700
50,224
750
475
82,029
72,246
1,441
1,327
3,203
2,709
3,721
1,173
1,708
(61,447
)
9,213
3,874
2,842
19,039
(349
)
(43,383
)
(37,602
)
(7,585
)
(5,263
)
N/A
N/A
770
848
$
1,387,669
$
1,334,528
$
28,640
$
25,669
Other
Pension
Postretirement
Benefits
Benefits
2007
2006
2007
2006
6.49
%
6.00
%
5.75
%
5.75
%
3.75
%
3.75
%
Other
Pension
Postretirement
Benefits
Benefits
(in thousands)
2007
2006
2007
2006
$
1,260,538
$
1,114,980
$
$
89,248
114,076
21,030
(441
)
35,140
66,816
3,094
3,242
3,203
2,709
3,721
1,173
(43,383
)
(37,602
)
(6,815
)
(
4,415
)
$
1,365,776
$
1,260,538
$
$
Target
Percentage of Plan
Allocation
Assets at December 31
2008
2007
2006
70
%
68
%
67
%
29
%
29
%
31
%
1
%
3
%
2
%
100
%
100
%
100
%
Other
Pension
Postretirement
Benefits
Benefits
(in thousands)
2007
2006
2007
2006
$
45,680
$
12,951
$
N/A
$
N/A
(2,200
)
(2,272
)
(2,854
)
(2,764
)
(65,373
)
(
84,669
)
(25,786
)
(22,905
)
$
(21,893
)
$
(73,990
)
$
(28,640
)
$
(25,669
)
Other
Pension
Postretirement
Benefits
Benefits
(in thousands)
2007
2006
2007
2006
$
393,061
$
459,478
$
24,908
$
22,457
2,748
2,410
1,533
1,904
$
395,809
$
461,888
$
26,441
$
24,361
Other Postretirement Benefits
Net Employer
Contribution
Pension
(Excluding
Value Due to
(in thousands)
Benefits
MMA Subsidy)
MMA Subsidy
$
5,095
$
2,935
$
43,643
3,711
776
47,593
3,706
566
51,677
3,721
540
56,749
3,646
64,556
3,541
436,687
17,060
DECEMBER 31, 2007
Pension Benefits
Other Postretirement Benefits
(in thousands)
2007
2006
2005
2007
2006
2005
$
53,700
$
50,224
$
41,910
$
750
$
475
$
453
82,029
72,246
64,102
1,441
1,327
1,310
(110,131
)
(100,174
)
(89,422
)
(338
)
(471
)
(386
)
371
371
371
25,909
26,379
16,172
1,424
1,291
1,224
$
51,169
$
48,204
$
32,376
$
3,986
$
3,464
$
3,358
Other
Pension
Postretirement
(in thousands)
Benefits
Benefits
$
(40,508
)
$
3,874
(25,909
)
(1,424
)
338
(371
)
$
(66,079
)
$
2,079
$
(14,910
)
$
6,065
Other
Pension
Postretirement
(in thousands)
Benefits
Benefits
$
18,037
$
1,616
(8
)
371
$
18,029
$
1,987
Other
Postretirement
Pension Benefits
Benefits
2007
2006
2005
2007
2006
2005
6.00
%
5.75
%
6.00
%
5.75
%
5.75
%
6.00
%
3.75
%
3.75
%
3.50
%
8.25
%
8.25
%
8.50
%
9.00
%
9.00
%
10.00
%
(in thousands)
Decrease
Increase
$
(408
)
$
622
(5,609
)
7,213
(as of December 31, 2007)
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
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%
HONG KONG, CHINA
100.0%
SHENZHEN, CHINA
45.0%
BRITISH COLUMBIA, CANADA
(1) | Registration Statement No. 33-62512 on Form S-8 pertaining to the 1992 Stock Option Incentive Plan | ||
(2) | Registration Statement No. 333-21969 on Form S-8 pertaining to the Directors Deferred Compensation Plan | ||
(3) | Registration Statement No. 333-76639 on Form S-8 pertaining to the Genuine Parts Company 1999 Long-Term Incentive Plan | ||
(4) | 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. |
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. |
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. |
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. |