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, 2008 | ||
OR
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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
(State or other jurisdiction of incorporation or organization) |
58-0254510
(I.R.S. Employer Identification No.) |
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2999 Circle 75 Parkway, Atlanta, Georgia
(Address of principal executive offices) |
30339
(Zip Code) |
Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $1 par value per share | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Class
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Outstanding at February 12, 2009
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Common Stock, $1 par value per share | 159,442,764 shares |
ITEM 1 . | BUSINESS . |
2
3
4
5
6
7
ITEM 1A . | RISK FACTORS . |
8
| the number of miles vehicles are driven annually, as higher vehicle mileage increases the need for maintenance and repair; | |
| the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the warranty or maintenance offered on new vehicles; | |
| the number of vehicles in current service that are six years old and older, as these vehicles are typically no longer under the original vehicle manufacturers warranty and will need more maintenance and repair than newer vehicles; | |
| gas prices, as increases in gas prices may deter consumers from using their vehicles; | |
| changes in travel patterns which may cause consumers to rely more on other transportation; | |
| restrictions on access to diagnostic tools and repair information imposed by the original vehicle manufacturers or by governmental regulation, as consumers may be forced to have all diagnostic work, repairs and maintenance performed by the vehicle manufacturers dealer networks; and | |
| the economy generally. |
| the level of industrial production and manufacturing capacity utilization, as these indices impact the need for industrial replacement parts; | |
| changes in the level of the Institute for Supply Managements Purchasing Managers Index, as an index reading of 50 or more implies an expanding manufacturing economy, while a reading below 50 implies contracting manufacturing economy; and | |
| the economy in general. |
| the level of unemployment especially as it relates to white collar and service jobs, as this impacts the need for business products; and | |
| the economy in general. |
| changes in the level of the Institute for Supply Managements Purchasing Managers Index, as an index reading of 50 or more implies an expanding manufacturing economy, while a reading below 50 implies contracting manufacturing economy; and | |
| the economy in general. |
9
ITEM 1B . | UNRESOLVED STAFF COMMENTS . |
ITEM 2 . | PROPERTIES . |
10
ITEM 3 . | LEGAL PROCEEDINGS . |
ITEM 4 . | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . |
ITEM 5 . | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . |
Total Number of
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||||||||||||||||
Shares Purchased
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||||||||||||||||
Total
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as Part of
|
Maximum Number of
|
||||||||||||||
Number of
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Average
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Publicly
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Shares That May Yet Be
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|||||||||||||
Shares
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Price Paid
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Announced Plans
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Purchased Under the Plans
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|||||||||||||
Period
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Purchased(1) | Per Share | or Programs(2) | or Programs | ||||||||||||
October 1, 2008 through October 31, 2008
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1,121,821 | $ | 36.31 | 1,121,821 | 3,639,830 | |||||||||||
November 1, 2008 through November 30, 2008
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109,410 | $ | 36.02 | 94,100 | 18,545,730 | |||||||||||
December 1, 2008 through December 31, 2008
|
23,241 | $ | 37.49 | 1,000 | 18,544,730 | |||||||||||
Totals
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1,254,472 | $ | 36.31 | 1,216,921 | 18,544,730 | |||||||||||
(1) | Includes shares surrendered by employees to the Company to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock, the exercise of stock options and/or tax withholding obligations. | |
(2) | On August 21, 2006 and November 17, 2008, the Board of Directors authorized the repurchase of 15 million shares and 15 million shares, respectively, and such repurchase plans were announced on August 21, 2006 and November 17, 2008, respectively. The authorization for these repurchase plans continues until all such shares have been repurchased, or the repurchase plan is terminated by action of the Board of Directors. Approximately 3.5 million shares authorized in the repurchase plan announced in 2006 remain to be repurchased by the Company. There were no other publicly announced plans outstanding as of December 31, 2008. |
11
ITEM 6 . | SELECTED FINANCIAL DATA . |
ITEM 7 . | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . |
ITEM 7A . | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . |
ITEM 8 . | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . |
ITEM 9 . | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE . |
ITEM 9A . | CONTROLS AND PROCEDURES . |
12
ITEM 9B . | OTHER INFORMATION . |
ITEM 10 . | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . |
ITEM 11 . | EXECUTIVE COMPENSATION . |
13
ITEM 12 . | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS . |
(c)
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||||||||||||
Number of Securities
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||||||||||||
Remaining Available for
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||||||||||||
Future Issuance Under
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||||||||||||
(a)
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(b)
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Equity Compensation
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||||||||||
Number of Securities to
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Weighted Average
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Plans (Excluding
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||||||||||
be Issued Upon Exercise
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Exercise Price of
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Securities
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||||||||||
of Outstanding Options,
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Outstanding Options,
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Reflected in Column
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||||||||||
Plan Category
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Warrants and Rights(1) | Warrants and Rights | (a)) | |||||||||
Equity Compensation Plans Approved by Shareholders:
|
175,912 | (2) | $ | 30.25 | -0- | |||||||
4,543,464 | (3) | $ | 36.85 | -0- | ||||||||
2,751,513 | (4) | $ | 42.31 | 5,169,837 | (6) | |||||||
Equity Compensation Plans Not Approved by Shareholders:
|
51,186 | (5) | n/a | 939,394 | ||||||||
Total
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7,522,075 | | 6,109,231 |
(1) | Reflects the maximum number of shares issuable pursuant to the exercise or conversion of stock options, stock appreciation rights, restricted stock units and common stock equivalents. The actual number of shares issued upon exercise of stock appreciation rights is calculated based on the excess of fair market value of our common stock on date of exercise and the grant price of the stock appreciation rights. | |
(2) | Genuine Parts Company 1992 Stock Option and Incentive Plan, as amended | |
(3) | Genuine Parts Company 1999 Long-Term Incentive Plan, as amended | |
(4) | Genuine Parts Company 2006 Long-Term Incentive Plan | |
(5) | Genuine Parts Company Directors Deferred Compensation Plan, as amended | |
(6) | All of these shares are available for issuance pursuant to grants of full-value stock awards. |
ITEM 13 . | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE . |
ITEM 14 . | PRINCIPAL ACCOUNTANT FEES AND SERVICES . |
14
16
17
18
ITEM 15
.
EXHIBITS AND
FINANCIAL STATEMENT
SCHEDULES
.
Exhibit 3
.1
Amended and Restated Articles of Incorporation of the Company,
as amended April 23, 2007. (Incorporated herein by
reference from the Companys Current Report on
Form 8-K,
dated April 23, 2007.)
Exhibit 3
.2
By-laws of the Company, as amended and restated August 20,
2007. (Incorporated herein by reference from the Companys
Current Report on
Form 8-K,
dated August 20, 2007.)
Exhibit 4
.2
Specimen Common Stock Certificate. (Incorporated herein by
reference from the Companys Registration Statement on
Form S-1,
Registration
No. 33-63874.)
Exhibit 4
.3
Note Purchase Agreement, dated November 30, 2001, for the
sale of Series A Senior Notes due November 30, 2008,
and the sale of Series B Senior Notes due November 30,
2011. (Incorporated herein by reference from the Companys
Annual Report on
Form 10-K,
dated March 7, 2002.)
Exhibit 10
.1*
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.)
15
Table of Contents
Exhibit 10
.2*
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.)
Exhibit 10
.3*
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.)
Exhibit 10
.4*
Amendment No. 1 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated June 1, 1996, effective June 1,
1996. (Incorporated herein by reference from the Companys
Annual Report on
Form 10-K,
dated March 7, 2005.)
Exhibit 10
.5*
Genuine Parts Company Death Benefit Plan, effective
July 15, 1997. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated March 10, 1998.)
Exhibit 10
.6*
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.)
Exhibit 10
.7*
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.)
Exhibit 10
.8*
Amendment No. 2 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated April 19, 1999, effective
April 19, 1999. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated March 10, 2000.)
Exhibit 10
.9*
The Genuine Parts Company Original Deferred Compensation Plan,
as amended and restated as of August 19, 1996.
(Incorporated herein by reference from the Companys Annual
Report on
Form 10-K,
dated March 8, 2004.)
Exhibit 10
.10*
Amendment to the Genuine Parts Company Original Deferred
Compensation Plan, dated April 19, 1999, effective
April 19, 1999. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated March 10, 2000.)
Exhibit 10
.11*
Amendment No. 3 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated November 28, 2001, effective
July 1, 2001. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated March 7, 2002.)
Exhibit 10
.12*
Genuine Parts Company 1999 Long-Term Incentive Plan, as amended
and restated as of November 19, 2001. (Incorporated herein
by reference from the Companys Annual Report on
Form 10-K,
dated March 21, 2003.)
Exhibit 10
.13*
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.)
Exhibit 10
.14*
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.)
Exhibit 10
.15*
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.)
Exhibit 10
.16*
Amendment No. 4 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated June 5, 2003, effective June 5,
2003. (Incorporated herein by reference from the Companys
Annual Report on
Form 10-K,
dated March 8, 2004.)
Exhibit 10
.17*
Genuine Parts Company Directors Deferred Compensation
Plan, as amended and restated effective January 1, 2003,
and executed November 11, 2003. (Incorporated herein by
reference from the Companys Annual Report on
Form 10-K,
dated March 8, 2004.)
Exhibit 10
.18*
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.)
Exhibit 10
.19*
Description of Director Compensation. (Incorporated herein by
reference from the Companys Annual Report on
Form 10-K,
dated March 7, 2005.)
Exhibit 10
.20*
Genuine Parts Company Stock Appreciation Rights Agreement.
(Incorporated herein by reference from the Companys Annual
Report on
Form 10-K,
dated March 7, 2005.)
Table of Contents
Exhibit 10
.21*
Amendment No. 5 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated December 28, 2005, effective
January 1, 2006. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated March 3, 2006.)
Exhibit 10
.22*
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.)
Exhibit 10
.23*
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.)
Exhibit 10
.24*
Amendment No. 2 to the Genuine Parts Company Death Benefit
Plan, dated November 9, 2005, effective April 1, 2005.
(Incorporated herein by reference from the Companys Annual
Report on
Form 10-K,
dated March 3, 2006.)
Exhibit 10
.25*
Genuine Parts Company 2006 Long-Term Incentive Plan, effective
April 17, 2006. (Incorporated herein by reference from the
Companys Current Report on
Form 8-K,
dated April 18, 2006.)
Exhibit 10
.26*
Amendment to the Genuine Parts Company 2006 Long-Term Incentive
Plan, dated November 20, 2006, effective November 20,
2006. (Incorporated herein by reference from the Companys
Annual Report on
Form 10-K,
dated February 28, 2007.)
Exhibit 10
.27*
Amendment No. 4 to the Genuine Parts Company Supplemental
Retirement Plan, dated November 28, 2007, effective
January 1, 2008. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.28*
Amendment No. 1 to the Genuine Parts Company
Directors Deferred Compensation Plan, dated
November 19, 2007, effective January 1, 2008.
(Incorporated herein by reference from the Companys Annual
Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.29*
Amendment No. 6 to the Genuine Parts Company Tax-Deferred
Savings Plan, dated November 28, 2007, effective
January 1, 2008. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.30*
Amendment to the Genuine Parts Company 2004 Annual Incentive
Bonus Plan, dated March 27, 2007, effective March 27,
2007. (Incorporated herein by reference from the Companys
Annual Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.31*
Amendment No. 2 to the Genuine Parts Company 2004 Annual
Incentive Bonus Plan, dated November 19, 2007, effective
November 19, 2007. (Incorporated herein by reference from
the Companys Annual Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.32*
Amendment No. 2 to the Genuine Parts Company 2006 Long-Term
Incentive Plan, dated November 19, 2007, effective
November 19, 2007. (Incorporated herein by reference from
the Companys Annual Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.33*
Genuine Parts Company Performance Restricted Stock Unit Award
Agreement. (Incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.34*
Genuine Parts Company Restricted Stock Unit Award Agreement.
(Incorporated herein by reference from the Companys Annual
Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.35*
Specimen Change in Control Agreement, as amended and restated as
of November 19, 2007. (Incorporated herein by reference
from the Companys Annual Report on
Form 10-K,
dated February 29, 2008.)
Exhibit 10
.36*
Genuine Parts Company Supplemental Retirement Plan, as amended
and restated as of January 1, 2009.
*
Indicates management contracts and compensatory plans and
arrangements.
Table of Contents
Exhibit 13
The following sections and pages of the Companys Annual
Report to Shareholders for the year ended December 31, 2008:
Exhibit 21
Subsidiaries of the Company.
Exhibit 23
Consent of Independent Registered Public Accounting Firm.
Exhibit 31
.1
Certification signed by Chief Executive Officer pursuant to SEC
Rule 13a-14(a).
Exhibit 31
.2
Certification signed by Chief Financial Officer pursuant to SEC
Rule 13a-14(a).
Exhibit 32
.1
Statement of Chief Executive Officer of Genuine Parts Company
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002
(furnished herewith).
Exhibit 32
.2
Statement of Chief Financial Officer of Genuine Parts Company
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002
(furnished herewith).
Table of Contents
2/27/09
2/27/09
(Date)
Jerry W. Nix
(Date)
Vice Chairman and Chief Financial and Accounting Officer
Table of Contents
2/16/09
2/16/09
(Date)
Richard W. Courts II
(Date)
Director
2/16/09
2/16/09
(Date)
Thomas C. Gallagher
(Date)
Director
2/16/09
2/16/09
(Date)
John D. Johns
(Date)
Director
2/16/09
2/16/09
(Date)
J. Hicks Lanier
(Date)
Director
2/16/09
2/16/09
(Date)
Jerry W. Nix
(Date)
Director
2/16/09
2/16/09
(Date)
Gary W. Rollins
(Date)
Director
2/16/09
(Date)
Table of Contents
Balance at
|
Charged
|
Balance at
|
||||||||||||||
Beginning
|
to Costs
|
End
|
||||||||||||||
of Period | and Expenses | Deductions | of Period | |||||||||||||
Year ended December 31, 2006:
|
||||||||||||||||
Reserves and allowances deducted from asset accounts:
|
||||||||||||||||
Allowance for uncollectible accounts
|
$ | 11,385,684 | $ | 16,472,494 | $ | (14,402,108 | ) 1 | $ | 13,456,070 | |||||||
Reserve for facility consolidations
|
$ | 1,580,000 | -0- | $ | (1,580,000 | ) 2 | -0- | |||||||||
Year ended December 31, 2007:
|
||||||||||||||||
Reserves and allowances deducted from asset accounts:
|
||||||||||||||||
Allowance for uncollectible accounts
|
$ | 13,456,070 | $ | 13,513,715 | $ | (11,448,980 | ) 1 | $ | 15,520,805 | |||||||
Year ended December 31, 2008:
|
||||||||||||||||
Reserves and allowances deducted from asset accounts:
|
||||||||||||||||
Allowance for uncollectible accounts
|
$ | 15,520,805 | $ | 23,882,674 | $ | (20,815,910 | ) 1 | $ | 18,587,569 |
1 | Uncollectible accounts written off, net of recoveries. | |
2 | Facility Consolidation expense paid. |
10 | .36* | Genuine Parts Company Supplemental Retirement Plan, as amended and restated as of January 1, 2009. | ||
13 | The following sections and pages of the Companys Annual Report to Shareholders for the year ended December 31, 2008: |
| 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 |
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 13a14(a). | ||
31 | .2 | Certification signed by the Chief Financial Officer pursuant to SEC Rule 13a-14(a). | ||
32 | .1 | Statement of Chief Executive Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | ||
32 | .2 | Statement of Chief Financial Officer of Genuine Parts Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
3 | .1 | Amended and Restated Articles of Incorporation of the Company, amended April 23, 2007. | ||
3 | .2 | By-Laws of the Company as amended and restated August 20, 2007. | ||
4 | .2 | Specimen Common Stock Certificate. | ||
4 | .3 | Note Purchase Agreement dated November 30, 2001. |
10 | .1* | 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* | Genuine Parts Company 1999 Long-Term Incentive Plan, as amended and restated as of November 19, 2001. | ||
10 | .13* | Amendment to the Genuine Parts Company 1992 Stock Option and Incentive Plan, dated November 19, 2001, effective November 19, 2001. | ||
10 | .14* | Genuine Parts Company Supplemental Retirement Plan, as amended and restated effective January 1, 2003, and executed October 22, 2003. | ||
10 | .15* | Amendment No. 1 to the Genuine Parts Company Supplemental Retirement Plan, dated October 27, 2003, effective January 1, 2003. | ||
10 | .16* | Amendment No. 4 to the Genuine Parts Company Tax-Deferred Savings Plan, dated June 5, 2003, effective June 5, 2003. | ||
10 | .17* | Genuine Parts Company Directors Deferred Compensation Plan, as amended and restated effective January 1, 2003, and executed November 11, 2003. | ||
10 | .18* | Genuine Parts Company 2004 Annual Incentive Bonus Plan, effective January 1, 2004. | ||
10 | .19* | Description of Director Compensation | ||
10 | .20* | Genuine Parts Company Stock Appreciation Rights Agreement. | ||
10 | .21* | Amendment No. 5 to the Genuine Parts Company Tax-Deferred Savings Plan. | ||
10 | .22* | Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan. | ||
10 | .23* | Amendment No. 3 to the Genuine Parts Company Supplemental Retirement Plan. | ||
10 | .24* | Amendment No. 2 to the Genuine Parts Company Death Benefit Plan. | ||
10 | .25* | Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006. | ||
10 | .26* | Amendment to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 20, 2006, effective November 20, 2006. | ||
10 | .27* | Amendment No. 4 to the Genuine Parts Company Supplemental Retirement Plan, dated November 28, 2007, effective January 1, 2008. | ||
10 | .28* | Amendment No. 1 to the Genuine Parts Company Directors Deferred Compensation Plan, dated November 19, 2007, effective January 1, 2008. | ||
10 | .29* | Amendment No. 6 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2007, effective January 1, 2008. | ||
10 | .30* | Amendment to the Genuine Parts Company 2004 Annual Incentive Bonus Plan, dated March 27, 2007, effective March 27, 2007. | ||
10 | .31* | Amendment No. 2 to the Genuine Parts Company 2004 Annual Incentive Bonus Plan, dated November 19, 2007, effective November 19, 2007. | ||
10 | .32* | Amendment No. 2 to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 19, 2007, effective November 19, 2007. | ||
10 | .33* | Genuine Parts Company Performance Restricted Stock Unit Award Agreement. | ||
10 | .34* | Genuine Parts Company Restricted Stock Unit Award Agreement. | ||
10 | .35* | Specimen Change in Control Agreement, as amended and restated as of November 19, 2007. |
* | Indicates management contracts and compensatory plans and arrangements. |
1.01 | Establishment of Plan . | |
The Board of Directors of Genuine Parts Company (Genuine Parts) has determined that it is in the best interest of Genuine Parts and its subsidiaries (collectively the Employer) to establish a nonqualified supplemental retirement plan for certain executives of the Employer. Accordingly, the Board established The Genuine Parts Company Supplemental Retirement Plan effective as of January 1, 1991. The Genuine Parts Company Supplemental Retirement Plan was most recently amended and restated effective as of January 1, 2003 and was thereafter amended various times. Effective January 1, 2009, the Plan is continued in an amended and restated form as set forth in this document (the Plan). | ||
This Plan is intended to be a plan maintained by the Employer solely for the purpose of providing benefits for certain employees in excess of the limitations on benefits imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986 (the Code) and is also intended to be a plan that is unfunded and is maintained by Genuine Parts for the purpose of providing deferred compensation for a select group of management or highly compensated employees. | ||
Although this Plan is effective on January 1, 2009, the Plan was adopted on or before December 31, 2008 to incorporate changes required by Code Section 409A and in accordance with transition relief set forth in Revenue Ruling 2007-86 and other applicable transition authority. | ||
Effective at midnight on December 31, 2008, this Plan is amended to freeze participation. No new Key Employee (as defined in Section 2.01) may commence participation in this Plan on or after January 1, 2009. | ||
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 and restatements of 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 whose annual, regular Earnings were expected to be equal to or greater than the compensation limits of Code Section 401(a)(17) for such year ($245,000 in 2009) were eligible to participate in this Plan (Key Employee). Upon becoming eligible to participate, the Key Employee was required to 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 was required to 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 failed to timely complete the Joinder Agreement, the Key Employee was prohibited from accruing a benefit 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 or she shall not be entitled to any benefit hereunder unless and until his or her benefits under the Pension Plan are reduced due to the application of either Section 401(a)(17) or Section 415 of the Code. |
Effective at midnight on December 31, 2008, no new Key Employees may participate in this Plan. In other words, no Key Employee may begin participation in this Plan on or after January 1, 2009. All Key Employees who began participation in this Plan effective January 1, 2008 signed a Joinder Agreement prior to December 31, 2008. No Joinder Agreements may be executed to join this Plan on or after December 31, 2008. | ||
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. |
2.03 | Definition of Earnings . | |
For purposes of this Plan, the term Earnings shall (except as modified below) have the same meaning given such term in the Pension Plan. Unlike the Pension Plan, however, Earnings shall include salary, bonus or other compensation that the Company would otherwise have been paid to a Key Employee but for the Key Employees election to defer the receipt of such salary, bonus or other compensation pursuant to a Company sponsored deferred compensation program (Deferred Compensation). A Key Employees Deferred Compensation shall not be included in Earnings in the year such Deferred Compensation is paid to the Key Employee. |
3.01 | Vesting . |
(a) | Vesting on or after January 1, 2009 . A Key Employee who participates in the Plan shall become 100% vested in his or her Supplemental Retirement Income under this Plan (as provided in Article Five and Article Six) on the earliest of the following dates: |
(1) | The Key Employee attains his or her Normal Retirement Date prior to his or her Separation from Service; | ||
(2) | The Key Employee attains age 55 and completes fifteen years of Retirement Eligibility Service prior to his or her Separation from Service; |
(3) | The Key Employee incurs a Permanent Disability prior to his or her Separation from Service; | ||
(4) | The Key Employee dies prior to his or her Separation from Service; | ||
(5) | A Change in Control occurs prior to the Key Employees Separation from Service (see Article Nine); and | ||
(6) | The Plan is terminated prior to the Key Employees Separation from Service (see Section 10.08). |
(b) | Vesting prior to January 1, 2009 . In general, prior to January 1, 2009, a Key Employee who had a Separation from Service prior to the earlier of his or her (i) Normal Retirement Date or (ii) attainment of age 55 and completion of fifteen years of Credited Service forfeited his or her Supplemental Retirement Income under this Plan. | ||
(c) | Forfeiture . If a Key Employee has a Separation from Service for any reason prior to becoming vested as provided in this Article Three, such Key Employee shall forfeit his or her entire benefit under this Plan. No payment of any kind shall be made under this Plan to any Key Employee who has a Separation from Service prior to becoming vested under this Plan. |
4.01 | Background on Pension Choice . | |
In general, during August 2008, the Company provided Rule of 70 Employees (as defined in the Pension Plan) a choice regarding on-going participation in the Pension Plan. The Company allowed Rule of 70 Employees to elect one of two alternatives. Option one allowed a Rule of 70 Employee to continue full, active participation in the Pension Plan. In general, option two provides that a Rule of 70 Employee will have his or her Credited Service under the Pension Plan frozen effective at midnight on December 31, 2008. On the other hand, Average Earnings and Anticipated Social Security Benefit are not frozen under the Pension Plan for a Rule of 70 Employee electing option two. A Rule of 70 Employee who did not make a choice by the applicable deadline was deemed to have elected option one. Whether a Rule of 70 Employee elected or was deemed to have elected option one or option two was determined in August 2008 in accordance with the provisions of the Pension Plan and cannot change thereafter. | ||
If a Key Employee is not a Rule of 70 Employee, such Key Employee was not given a choice between option one and option two. Instead, such Key Employees Credited Service under the Pension Plan was automatically frozen as of midnight on December 31, 2008. As with a Rule of 70 Employee who elected option two, this Key Employees Average Earnings and Anticipated Social Security Benefits under the Pension Plan are not frozen. |
4.02 | Credited Service under this Plan . | |
As noted above, Credited Service is frozen in the Pension Plan for a Rule of 70 Employee electing option two and for a Key Employee who is not a Rule of 70 Employee. Regardless, a Key Employees Credited Service under this Plan is NOT frozen. |
5.01 | Calculation of Supplement for a Rule of 70 Employee Electing Option One in the Pension Plan . |
(a) | This Section 5.01 contains the benefit formula for a Key Employee who is also a Rule of 70 Employee who elected option one (see Article Four). This Key Employee continues to earn Credited Service under both the Pension Plan and this Plan. This Article Five assumes the Key Employee has a Separation from Service on or after his or her Normal or Delayed Retirement Date. | ||
(b) | Each Key Employee described in this Section 5.01 who has a Separation from Service with the Employer on or after his or her Normal or Delayed Retirement Date by reason of retirement or voluntary or involuntary termination shall, except as provided in Section 10.05 (Noncompetition, Embezzlement, etc.), be entitled to a monthly supplemental retirement income (Supplemental Retirement Income) equal to (1) minus (2), where |
(1) | equals the monthly Normal or Delayed Retirement Income which the Key Employee would be entitled to receive under the Pension Plan beginning on the first day of the month following the Key Employees Separation from Service with the Employer if the benefit limitations of Code Sections 401(a)(17) and 415 as reflected in the Pension Plan were not in effect (measured in the form of a single life annuity payable in monthly installments for the Key Employees life) and if the definition of Earnings under this Plan were used to compute the Key Employees Normal or Delayed Retirement Income under the Pension Plan; | ||
(2) | equals the monthly Normal or Delayed Retirement Income which the Key Employee is actually entitled to receive under the Pension Plan beginning on the first day of the month following the Key Employees Separation from Service with the Employer measured in the form of a single life annuity payable in monthly installments for the Key Employees life. |
5.02 | Calculation of Supplement for a Rule of 70 Employee Electing Option Two in the Pension Plan and for a Key Employee who is not a Rule of 70 Employee . |
(a) | This Section 5.02 contains the benefit formula for either (1) a Key Employee who is also a Rule of 70 Employee who elected option two (see Article Four) or (2) a Key Employee who is not a Rule of 70 Employee. These Key Employees had their Credited Service under the Pension Plan frozen as of midnight on December 31, 2008 but continue to earn Credited Service under this Plan. This Article Five assumes the Key Employee has a Separation from Service on or after his or her Normal or Delayed Retirement Date. | ||
(b) | Each Key Employee described in this Section 5.02 who has a Separation from Service with the Employer on or after his or her Normal or Delayed Retirement Date by reason of retirement or voluntary or involuntary termination shall, except as provided in Section 10.05 (Noncompetition, Embezzlement, etc.), be entitled to a monthly Supplemental Retirement Income equal to (1) minus (2) minus (3), where |
(1) | equals the monthly Normal or Delayed Retirement Income which the Key Employee would be entitled to receive under the Pension Plan beginning on the first day of the month following the Key Employees Separation from Service with the Employer if the benefit limitations of Code Sections 401(a)(17) and 415 as reflected in the Pension Plan were not in effect (measured in the form of a single life annuity payable in monthly installments for the Key Employees life) and if the definition of Earnings under this Plan and the definition of Credited |
Service under this Plan were used to compute the Key Employees Normal or Delayed Retirement Income under the Pension Plan; |
(2) | equals the monthly Normal or Delayed Retirement Income which the Key Employee is actually entitled to receive under the Pension Plan beginning on the first day of the month following the Key Employees Separation from Service with the Employer measured in the form of a single life annuity payable in monthly installments for the Key Employees life; | ||
(3) | equals the monthly hypothetical benefit which the Key Employee would receive on the first day of the month following the Key Employees Separation from Service with the Employer using the Key Employees hypothetical account balance described below converted to a single life annuity. | ||
The Key Employees monthly hypothetical benefit is determined as follows. Beginning January 1, 2009, a hypothetical account shall be established for each Key Employee described in Section 5.02. At the end of each calendar year (or at the time of the Key Employees Separation from Service, if earlier) the hypothetical account balance shall be increased by (A) and (B) below. |
(A) | An amount equal to 3.8% (representing a hypothetical employer contribution) of the Key Employees Earnings for such calendar year up to the limitations of Code Section 401(a)(17) ($245,000 in 2009). For this purpose, Earnings shall have the meaning as defined in the Pension Plan and not as defined in this Plan. | ||
(B) | An amount (representing hypothetical earnings) equal to 6% multiplied by the balance of the hypothetical account balance at the beginning of the calendar year. Accordingly, no interest shall be added for the calendar year ending December 31, 2009. The 6% interest rate shall be adjusted in computing the hypothetical earnings for a partial year by taking into account total days in the partial year and dividing by 360 days. For example, if the partial year was 90 days, the interest rate for the partial year would be 1.5% (6% times 90 days divided by 360 days). |
6.01 | Separation from Service On or After the Key Employees Early Retirement Date . |
(a) | This Section 6.01 applies to a Key Employee who has a Separation from Service on or after the Key Employees Early Retirement Date but before the Key Employees Normal Retirement Date. | ||
(b) | Each Key Employee who has a Separation from Service with the Employer on or after his or her Early Retirement Date by reason of early retirement or voluntary or involuntary termination shall, except as provided in Section 10.05 (Noncompetition, Embezzlement, etc.), be entitled to a monthly Supplemental Retirement Income in the manner described in Section 5.01 or Section 5.02, whichever is applicable, assuming (1) the monthly Supplemental Retirement Income commenced on the first day of the month following the Key Employees Separation from Service with the Employer. (2) the pension benefits were payable under Section 4.02 of the Pension Plan and (3) the Key Employees benefit in Section 5.01(b) and the Key Employees benefit in Sections 5.02(b)(1) and (2) (but not (3)) are reduced by the early retirement reduction factors set forth in the Pension Plan (e.g., see Section 4.02 of the Pension Plan). |
6.02 | Separation from Service Prior to the Key Employees Early Retirement Date . |
(a) | This Section 6.02 applies to a Key Employee who has a Separation from Service (1) prior to the Key Employees Early Retirement Date but (2) following the Key Employees Permanent Disability, death or the termination of the Plan (i.e., 100% vested). This Section 6.02 does not apply to a Key Employee who receives a lump sum distribution on account of a Separation from Service within two years of a Change in Control. Instead, see Section 9.01. Benefits under this Section 6.02 will commence on the Key Employees Normal Retirement Date (regardless of the Key Employees age or years of Retirement Eligibility Service.) | ||
(b) | Each Key Employee who has a Separation from Service with the Employer prior to his or her Early Retirement Date and in the manner described in Section 6.02(a) by reason of voluntary or involuntary termination (including death) shall, except as provided in Section 10.05 (Noncompetition, Embezzlement, etc.), be entitled to a monthly Supplemental Retirement Income in the manner described in Section 5.01 or Section 5.02, whichever is applicable on the Key Employees Normal Retirement Date. The Supplemental Retirement Income shall be computed assuming (1) the monthly Supplemental Retirement Income commenced on the Key Employees Normal Retirement Date, (2) the pension benefits were payable under Section 4.05 of the Pension Plan at Normal Retirement Date and (3) the Key Employees hypothetical account described in Section 5.02(b)(3) continues to receive interest described in subparagraph (B) until the Key Employees Normal Retirement Date. |
7.01 | Distribution Date . |
(a) | For a Key Employee described in Article 5 (commencement of benefits upon Normal or Delayed Retirement Date) and a Key Employee described in Section 6.01 (commencement of benefits upon Early Retirement Date), the Employer shall delay payment of the Supplemental Retirement Income until the first day of the seventh month following the Key Employees Separation from Service with the Employer. | ||
(b) | The first payment to a Key Employee described in Section 7.01(a) shall also include any payments that were not made following the Key Employees Separation from Service. Thus, the first payment shall be equal to seven months of payments (representing the |
payment made to the Key Employee for the seventh month plus the monthly payments for the six months following the Key Employees Separation from Service with the Employer). For example, assume a Key Employee described in Article 5 or Section 6.01 has a Separation from Service with the Employer on January 12, and the first payment was 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, July and August). | |||
(c) | For a Key Employee described in Section 6.02 (commencement of benefits upon Normal Retirement Date), the Employer shall delay payment of the Supplemental Retirement Income until the later of (i) the first day of the seventh month following the Key Employees Separation from Service with the Employer or (ii) the Key Employees Normal Retirement Date. The purpose of this provision is to ensure a Key Employee has a six month delay in the commencement of his or her Supplemental Retirement Income. Thus, if the Key Employee had a Separation from Service more than six full months before the Key Employees Normal Retirement Date, the Employer would commence the Key Employees Supplemental Retirement Income on the Key Employees Normal Retirement Date. If the Employer delays commencement of the Key Employees Supplemental Retirement Income pursuant to this Section 7.01(c), the Key Employee will receive all unpaid payments in the same manner as described in Section 7.01(b). In no event shall a Key Employee described in this Section 7.01(c) commence receiving Supplemental Retirement Income prior to his or her Normal Retirement Date. |
7.02 | Form of Payment | |
A Key Employee may elect among the following annuity payment options available under the Plan: |
(a) | Life Annuity Option a monthly Retirement Income payable during the Key Employees lifetime, with payments ceasing upon the Key Employees death. | ||
(b) | 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 Key Employee for the Key Employees life, and upon the Key Employees death, 50% of such Retirement Income shall be payable to the Key Employees Spouse for the Spouses life. Such Retirement Income shall cease on the later of the death of the Key Employee or the death of the Key Employees Spouse. | ||
(c) | 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 Key Employee during the Key Employees lifetime and, in the event of the Key Employees death, within a period of ten years after the commencement of benefits, the same monthly amount shall be payable to the Key Employees Beneficiary for the remainder of such ten-year period. | ||
(d) | 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 Key Employee for the Key Employees life, and upon the Key Employees death, a designated percentage (100%, 75% or 50%) of the Key Employees Retirement Income shall be payable to the Key Employees Beneficiary for the Beneficiarys life. Such Retirement Income shall cease on the later of the death of the Key Employee or the death of the Key Employees Beneficiary. |
7.03 | Election of Form of Benefit |
The Key Employee may choose the annuity form of payment at any time prior to the commencement of benefits under the Plan. In the event that the Key Employee 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 Key Employee has a Spouse on the commencement of benefits date and in the form of a Life Annuity if the Key Employee does not have a Spouse on the commencement of benefits. 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 Article Five or Article Six, as applicable. | ||
7.04 | Other Provision | |
In computing a Key Employees benefit under this Plan, the Committee shall assume the Key Employee did not accrue a benefit under the Pension Plan (i.e., no Credited Service under the Pension Plan or this Plan and no Earnings under the Pension Plan or this Plan) during any calendar year in which the Key Employee did not accrue a benefit under this Plan (see Section 2.02). |
8.01 | Death of Key Employee Before Supplemental Income Payments Commence . |
(a) | Survivor Benefit . If a Key Employee (married or unmarried at the time of his or her death) dies before Supplemental Retirement Income commences hereunder and prior to his or her Separation from Service, then the Key Employees Beneficiary shall be entitled to receive a survivor benefit which is the equal to 50% of the lump sum value of the Key Employees Supplemental Retirement Income accrued to the date of his or her death under Article Five or Article Six, whichever is applicable. The lump sum value shall be computed using the Applicable Mortality Table and the Applicable Interest Rate as defined in Section 2.03 of the Pension Plan and based on the Key Employees age on the first day of the month following his or her death. See Section 8.03 for provisions identifying the Key Employees Beneficiary. | ||
(b) | Form and Commencement of Survivor Benefit . For purposes of paragraph (a) above, the survivor benefit shall be a benefit payable as a lump sum distribution within ninety days of the Key Employees death. Section 7.01 does not apply to this distribution. If a Key Employee died on or after his or her Early Retirement Date, the lump sum shall be computed assuming the Key Employee had retired on the day of his or her death and commenced receiving a Supplemental Retirement Income on the first day of the month following his death. If a Key Employee dies prior to his or her Early Retirement Date, the lump sum shall be computed assuming the Key Employee had terminated employment on the date of his or her death and waited until the Key Employees Normal Retirement Date to commence payment of benefits. |
8.02 | Death of Key Employee After Supplemental Retirement Income Payments Have Commenced . | |
If a Key Employee dies after Supplemental Retirement Income payments have begun hereunder, then the Key Employees Beneficiary shall be entitled to only that death benefit, if any, which is in effect at the time of the Key Employees death in accordance with the benefit option elected by the Key Employee. |
8.03 | Beneficiary Designation . | |
The following shall apply to the designation of a Beneficiary: |
(a) | A Key Employees Beneficiary shall be the individual designated by the Key Employee on a form provided by the Committee. If no Beneficiary is designated, the Key Employees Beneficiary shall be deemed to be the Key Employees Spouse, or if no Spouse, the Key Employees descendants (per stirpes), or if no descendants, the Key Employees estate. For the purposes of the foregoing sentence, the term descendants shall include any persons adopted by a Key Employee or by any of his or her descendants. | ||
(b) | Prior to the commencement of payments under this Plan, a Key Employee may change his or her Beneficiary designation at any time without spousal consent. After payments commence, however, the Key Employee cannot change his or her Beneficiary designation. |
9.01 | Change of Control . |
(a) | In the event there is a Change of Control of Genuine Parts (as defined in Section 9.01(d)), a Key Employee described below shall receive an immediate lump sum payment of the Key Employees Supplemental Retirement Income in lieu of the Supplemental Retirement Income otherwise provided under this Plan. |
(1) | A Key Employee who has a Separation from Service on account of a Change of Control shall receive an immediate lump sum payment computed as described in Section 9.01(b) below. A Key Employee shall be considered to have a Separation from Service on account of a Change of Control if the Key Employee has a Separation from Service for any reason (e.g., resignation, involuntary termination, disability, death, etc.) during the two-year period beginning on the date on which the Change in Control occurred. | ||
(2) | A Key Employee (or his or her Beneficiary if the Key Employee is not living) who had a Separation from Service 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 9.01(c). |
(b) | The lump sum payment for a Key Employee described in Section 9.01(a)(i) shall be determined by computing the present value of the Key Employees monthly Supplemental Retirement Income as of the date of the Key Employees Separation from Service on account of the Change of Control (calculated pursuant to the formula set forth in Article Five or Article Six, as applicable). The lump sum 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). If a Key Employee has a Separation from Service prior to his or her Early Retirement Date, the lump sum shall be computed based on the benefit payable at the Key Employees Normal Retirement Date. The provisions of Section 7.01 (six month delay) apply to this distribution. | ||
(c) | The lump sum payment for a Key Employee described in Section 9.01(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. The provisions of Section 7.01 (six month delay) apply to this distribution if payments have not already commenced. |
(d) | A Change of Control of Genuine Parts means a Change in Control as defined in Code Section 409A (see Treasury Regulation Section 1.409A-3(i)(5)). This definition shall apply January 1, 2008 (even though the effective date of this restatement is January 1, 2009). |
10.01 | Funding . | |
Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust for the purpose of assuring funds for the payment of any amounts provided herein. The amounts provided by this Plan shall be paid from each Employers general assets or by such other means as the Employer deems advisable. A Key Employee shall have no title to or beneficial interest in any assets set aside or acquired by an Employer to fund its obligations hereunder prior to its due date and to the extent a Key Employee acquires the right to receive a payment from the Employer under this Plan, such right shall be no greater than that of an unsecured general creditor of such Employer. | ||
10.02 | Nonassignability . | |
No amount payable under this Plan may be assigned, transferred, encumbered or subject to any legal process for the payment of any claim against a Key Employee. | ||
10.03 | Costs of Collection; Interest . | |
The Employer shall reimburse the Key Employee or Beneficiary, as the case may be, for reasonable legal fees and related expenses incurred by the Key Employee or Beneficiary in connection with his or her seeking to obtain or enforce any right or benefit provided by this Agreement, in each case, regardless of whether or not the Key Employees or Beneficiarys claim is upheld by an arbitral panel or a court of competent jurisdiction; provided, however, the Key Employee or Beneficiary shall be required to repay to the Employer any such amounts to the extent that an arbitral panel or a court issues a final and non-appealable order, judgment, decree or award setting forth the determination that the position taken by Key Employee or Beneficiary was frivolous or advanced by the Key Employee or Beneficiary in bad faith. The amount reimbursable by the Employer under this Section 10.03 in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense shall be made within 30 days after delivery of Key Employees or Beneficiarys respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Employer reasonably may require, but in any event no later than December 31 of the year after the year in which the expense was incurred. The Key Employees rights pursuant to this Section 10.03 shall expire at the end of twenty years after the Key Employees Separation from Service and shall not be subject to liquidation or exchange for another benefit. | ||
10.04 | No Right to Continued Employment . |
Nothing in this Plan shall be deemed to give any Key Employee the
right to be retained in the service of the Employer or to deny the
Employer any right it may have to discharge a Key Employee at any
time.
10.05
Noncompetition, Embezzlement, Etc.
(a)
Notwithstanding other provisions herein to the contrary, if a Key Employee
receiving or eligible to receive Supplemental Retirement Income under this Plan commits
a material breach, as determined by the Committee, of his or her covenant not to
compete as set forth in the Joinder Agreement, then the Key Employee shall cease to
participate in the Plan as of the date of such breach and the Employer shall have no
further obligation to make Supplemental Retirement Income payments to the Key Employee.
(b)
If the Committee determines that a Key Employee has committed embezzlement,
defalcation or any other criminal activity which is connected with his or her
employment with the Employer, then no payments of any kind shall be made under this
Plan to or for the benefit of the Key Employee or his or her Beneficiary. If such
determination is made after the Key Employee (or his or her Beneficiary) has begun
receiving payments hereunder, then payments shall cease immediately upon a
certification by the Committee that an event has occurred which triggers loss of
benefits under this section.
(c)
Any payments that are not paid pursuant to subsections (a) or (b) above shall
be irrevocably forfeited.
10.06
Governing Law
.
This Plan shall be governed by and construed in accordance with the laws of the State of Georgia to the extent such laws
are not preempted by Federal law.
10.07
Successors and Assigns
.
This Plan shall be binding upon the successors and assigns of the parties hereto.
10.08
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 Key Employee, if living, and if not, the Key Employees Beneficiary) adversely affect any
benefit under the Plan which has accrued with respect to the Key Employee 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 Key Employee without the consent of such Key Employee (if living,
and if not, the Key Employees 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, if the Plan does not comply with applicable law (including
Code Section 409A), the Committee may amend the Plan 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 Key Employees or Beneficiaries and regardless
of a prior or subsequent Change in Control.
11.01
Separation from Service
shall have the following meaning:
(a)
General Rule
. A Key Employee is deemed to have a Separation from
Service if the Key Employee dies, retires or otherwise has a bona fide termination as
an employee of the Employer.
(b)
Leave of Absence
. Separation from Service does not occur when the Key
Employee is on military leave, sick leave or other bona fide leave of absence if the
period of such leave does not exceed six months or any longer period provided the Key
Employee retains a right to again provide services as an employee following the end of
a leave of absence under an applicable statute or by contract. In any event, a leave
of absence will prevent a Separation from Service occurring only if there is a
reasonable expectation that the Key Employee will return to perform services for the
Employer as an employee at the conclusion of the leave. If the leave of absence
exceeds six months and the Key Employee is not entitled to return to service as an
employee under an applicable statute or by contract, the Key Employee will have a
Separation from Service on the first date immediately following such six-month period.
However, if the leave of absence is due to any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than six months, where such impairment causes the
Key Employee to be unable to perform the duties of his or her position or any
substantially similar position, a 29-month period of absence shall be substituted for
such sixmonth period.
(c)
Termination
. Whether a Key Employee has retired or otherwise
terminated as a Key Employee (or subsequent employment) is determined based on the
facts and circumstances indicating that the Employer and the Key Employee reasonably
anticipated that no further services would be performed after a certain date.
(d)
Presumption of Separation from Service
. If the Employer and the Key
Employee reasonably anticipate that the bona fide services the Key Employee would
perform after a specified date (either as an employee or an independent contractor)
would permanently decrease to an amount equal to or less than 20% of the average level
of bona fide services provided in the immediately preceding thirty-six (36) months, the
Key Employee will be presumed to have had a Separation from Service. See applicable
treasury regulations for rules applicable in determining a Key Employees average level
of bona fide services during the preceding thirty-six (36) months in the event the Key
Employee was on a paid
bona fide leave of absence or an unpaid bona fide leave of absence during the
preceding thirty-six (36) months.
11.02
Spouse
. Except as modified in this definition, the term Spouse shall have the
same meaning as the Pension Plan. If a Key Employee has a Separation from Service on or after
his or her Early Retirement Date, the Spouse shall be determined as of the Key Employees
Separation from Service. If the Key Employee has a Separation from Service prior to his or
her Early Retirement Date, the Spouse shall be determined as of the Key Employees Normal
Retirement Date.
11.03
Credited Service
. For some Key Employees, Credited Service under the Pension Plan
has been frozen. Regardless, for purposes of this Plan, all Key Employees shall continue to
earn Credited Service under the terms of the Pension Plan assuming Credited Service had not
been frozen. No Credited Service shall be earned if an Employee ceases to be a Key Employee
or if the Key Employee is not entitled to accrue a benefit under this Plan (see Section 2.02).
GENUINE PARTS COMPANY
|
||||
By: | /s/ Frank M. Howard | |||
Title: Sr. V.P. & Treasurer | ||||
Date: 12-22-08 | ||||
Attest:
|
||||
/s/ Linda L. Olvey | ||||
Date: 12-22-08 | ||||
(in thousands, except per share data) | ||||||||||||||||||||
Year ended December 31, | 2008 | 2007 | 2006 | 2005 | 2004 | |||||||||||||||
|
||||||||||||||||||||
Net sales
|
$ | 11,015,263 | $ | 10,843,195 | $ | 10,457,942 | $ | 9,783,050 | $ | 9,097,267 | ||||||||||
Cost of goods sold
|
7,742,773 | 7,625,972 | 7,353,447 | 6,884,964 | 6,439,544 | |||||||||||||||
Operating and non-operating
expenses, net
|
2,504,022 | 2,400,478 | 2,333,579 | 2,189,022 | 2,021,804 | |||||||||||||||
Income before taxes
|
768,468 | 816,745 | 770,916 | 709,064 | 635,919 | |||||||||||||||
Income taxes
|
293,051 | 310,406 | 295,511 | 271,630 | 240,367 | |||||||||||||||
Net income
|
$ | 475,417 | $ | 506,339 | $ | 475,405 | $ | 437,434 | $ | 395,552 | ||||||||||
Weighted average common shares
outstanding during year
assuming dilution
|
162,986 | 170,135 | 172,486 | 175,007 | 175,660 | |||||||||||||||
Per common share:
|
||||||||||||||||||||
Diluted net income
|
$ | 2.92 | $ | 2.98 | $ | 2.76 | $ | 2.50 | $ | 2.25 | ||||||||||
Dividends declared
|
1.56 | 1.46 | 1.35 | 1.25 | 1.20 | |||||||||||||||
December 31 closing stock price
|
37.86 | 46.30 | 47.43 | 43.92 | 44.06 | |||||||||||||||
Long-term debt, less current
maturities
|
500,000 | 250,000 | 500,000 | 500,000 | 500,000 | |||||||||||||||
Shareholders equity
|
2,324,332 | 2,716,716 | 2,549,991 | 2,693,957 | 2,544,377 | |||||||||||||||
Total assets
|
$ | 4,786,350 | $ | 4,774,069 | $ | 4,496,984 | $ | 4,771,538 | $ | 4,455,247 |
Sales Price of Common Shares | ||||||||||||||||
Quarter | 2008 | 2007 | ||||||||||||||
High | Low | High | Low | |||||||||||||
First
|
$ | 46.28 | $ | 38.30 | $ | 50.75 | $ | 46.19 | ||||||||
Second
|
45.83 | 39.68 | 51.65 | 48.39 | ||||||||||||
Third
|
44.20 | 39.34 | 51.68 | 46.00 | ||||||||||||
Fourth
|
40.62 | 29.92 | 50.97 | 46.30 |
Dividends Declared Per Share | ||||||||
2008 | 2007 | |||||||
|
||||||||
First
|
$ | 0.390 | $ | 0.365 | ||||
Second
|
0.390 | 0.365 | ||||||
Third
|
0.390 | 0.365 | ||||||
Fourth
|
0.390 | 0.365 |
13
(in thousands) Year ended December 31, | 2008 | 2007 | 2006 | 2005 | 2004 | |||||||||||||||
|
||||||||||||||||||||
Net sales:
|
||||||||||||||||||||
Automotive
|
$ | 5,321,536 | $ | 5,311,873 | $ | 5,185,080 | $ | 5,013,460 | $ | 4,739,261 | ||||||||||
Industrial
|
3,514,661 | 3,350,954 | 3,107,593 | 2,795,699 | 2,511,597 | |||||||||||||||
Office products
|
1,732,514 | 1,765,055 | 1,779,832 | 1,662,393 | 1,540,878 | |||||||||||||||
Electrical/electronic materials
|
465,889 | 436,318 | 408,138 | 341,513 | 335,605 | |||||||||||||||
Other
|
(19,337 | ) | (21,005 | ) | (22,701 | ) | (30,015 | ) | (30,074 | ) | ||||||||||
Total net sales
|
$ | 11,015,263 | $ | 10,843,195 | $ | 10,457,942 | $ | 9,783,050 | $ | 9,097,267 | ||||||||||
|
||||||||||||||||||||
Operating profit:
|
||||||||||||||||||||
Automotive
|
$ | 385,356 | $ | 413,180 | $ | 399,931 | $ | 398,494 | $ | 396,015 | ||||||||||
Industrial
|
294,652 | 281,762 | 257,022 | 214,222 | 173,760 | |||||||||||||||
Office products
|
144,127 | 156,781 | 166,573 | 157,408 | 150,817 | |||||||||||||||
Electrical/electronic materials
|
36,721 | 30,435 | 22,630 | 17,470 | 14,611 | |||||||||||||||
Total operating profit
|
860,856 | 882,158 | 846,156 | 787,594 | 735,203 | |||||||||||||||
|
||||||||||||||||||||
Interest expense, net
|
(29,847 | ) | (21,056 | ) | (26,445 | ) | (29,564 | ) | (37,260 | ) | ||||||||||
Corporate expense
|
(55,119 | ) | (38,300 | ) | (44,341 | ) | (45,299 | ) | (58,980 | ) | ||||||||||
Intangible asset amortization
|
(2,861 | ) | (1,118 | ) | (463 | ) | (396 | ) | (356 | ) | ||||||||||
Minority interests
|
(4,561 | ) | (4,939 | ) | (3,991 | ) | (3,271 | ) | (2,688 | ) | ||||||||||
Income before income taxes
|
$ | 768,468 | $ | 816,745 | $ | 770,916 | $ | 709,064 | $ | 635,919 | ||||||||||
|
||||||||||||||||||||
Assets:
|
||||||||||||||||||||
Automotive
|
$ | 2,799,901 | $ | 2,785,619 | $ | 2,625,846 | $ | 2,711,620 | $ | 2,521,906 | ||||||||||
Industrial
|
1,025,292 | 969,666 | 910,734 | 976,903 | 955,029 | |||||||||||||||
Office products
|
638,854 | 659,838 | 669,303 | 722,813 | 681,992 | |||||||||||||||
Electrical/electronic materials
|
95,655 | 101,419 | 105,623 | 113,913 | 104,918 | |||||||||||||||
Corporate
|
67,823 | 175,074 | 123,224 | 183,572 | 133,730 | |||||||||||||||
Goodwill and intangible assets
|
158,825 | 82,453 | 62,254 | 62,717 | 57,672 | |||||||||||||||
Total assets
|
$ | 4,786,350 | $ | 4,774,069 | $ | 4,496,984 | $ | 4,771,538 | $ | 4,455,247 | ||||||||||
|
||||||||||||||||||||
Depreciation and amortization:
|
||||||||||||||||||||
Automotive
|
$ | 65,309 | $ | 65,810 | $ | 52,565 | $ | 44,102 | $ | 39,222 | ||||||||||
Industrial
|
7,632 | 8,565 | 7,941 | 8,345 | 8,972 | |||||||||||||||
Office products
|
9,825 | 9,159 | 9,518 | 9,551 | 10,245 | |||||||||||||||
Electrical/electronic materials
|
1,572 | 1,566 | 1,394 | 1,612 | 2,011 | |||||||||||||||
Corporate
|
1,499 | 1,484 | 1,542 | 1,523 | 1,401 | |||||||||||||||
Intangible asset amortization
|
2,861 | 1,118 | 463 | 396 | 356 | |||||||||||||||
Total depreciation and
amortization
|
$ | 88,698 | $ | 87,702 | $ | 73,423 | $ | 65,529 | $ | 62,207 | ||||||||||
|
||||||||||||||||||||
Capital expenditures:
|
||||||||||||||||||||
Automotive
|
$ | 72,628 | $ | 91,359 | $ | 111,644 | $ | 68,062 | $ | 52,263 | ||||||||||
Industrial
|
7,575 | 8,340 | 6,187 | 5,695 | 3,922 | |||||||||||||||
Office products
|
9,539 | 13,294 | 6,002 | 8,893 | 12,354 | |||||||||||||||
Electrical/electronic materials
|
1,406 | 2,340 | 904 | 1,550 | 1,552 | |||||||||||||||
Corporate
|
13,878 | 315 | 1,307 | 1,514 | 1,986 | |||||||||||||||
Total capital expenditures
|
$ | 105,026 | $ | 115,648 | $ | 126,044 | $ | 85,714 | $ | 72,077 | ||||||||||
|
||||||||||||||||||||
Net sales:
|
||||||||||||||||||||
United States
|
$ | 9,716,029 | $ | 9,609,225 | $ | 9,314,970 | $ | 8,768,737 | $ | 8,198,368 | ||||||||||
Canada
|
1,219,759 | 1,158,515 | 1,071,095 | 954,317 | 845,563 | |||||||||||||||
Mexico
|
98,812 | 96,460 | 94,578 | 90,011 | 83,410 | |||||||||||||||
Other
|
(19,337 | ) | (21,005 | ) | (22,701 | ) | (30,015 | ) | (30,074 | ) | ||||||||||
Total net sales
|
$ | 11,015,263 | $ | 10,843,195 | $ | 10,457,942 | $ | 9,783,050 | $ | 9,097,267 | ||||||||||
|
||||||||||||||||||||
Net long-lived assets:
|
||||||||||||||||||||
United States
|
$ | 484,713 | $ | 419,289 | $ | 415,569 | $ | 388,916 | $ | 368,345 | ||||||||||
Canada
|
93,919 | 85,532 | 72,556 | 62,842 | 65,649 | |||||||||||||||
Mexico
|
3,458 | 3,621 | 3,389 | 3,254 | 3,066 | |||||||||||||||
Total net long-lived assets
|
$ | 582,090 | $ | 508,442 | $ | 491,514 | $ | 455,012 | $ | 437,060 | ||||||||||
15
(in thousands except | Year ended December 31, | |||||||||||
per share data) | 2008 | 2007 | 2006 | |||||||||
|
||||||||||||
Net Sales
|
$ | 11,015,263 | $ | 10,843,195 | $ | 10,457,942 | ||||||
Gross Profit
|
3,272,490 | 3,217,223 | 3,104,495 | |||||||||
Net Income
|
475,417 | 506,339 | 475,405 | |||||||||
Diluted Earnings
Per Share
|
2.92 | 2.98 | 2.76 |
16
17
18
Year Ended December 31,
(in thousands) |
||||||||||||||||||||
Net Cash | Percent Change | |||||||||||||||||||
Provided by | 2008 | 2007 | ||||||||||||||||||
(Used in): | 2008 | 2007 | 2006 | vs. 2007 | vs. 2006 | |||||||||||||||
|
||||||||||||||||||||
Operating
Activities
|
$ | 530,309 | $ | 641,471 | $ | 433,500 | -17 | % | 48 | % | ||||||||||
Investing
Activities
|
(214,334 | ) | (87,598 | ) | (145,599 | ) | 145 | % | -40 | % | ||||||||||
Financing
Activities
|
(472,573 | ) | (469,496 | ) | (340,729 | ) | 1 | % | 38 | % |
19
20
Payment Due by Period | ||||||||||||||||||||
Less than | Over | |||||||||||||||||||
(in thousands) | Total | 1 year | 1-3 yrs | 3-5 yrs | 5 years | |||||||||||||||
Credit
facilities
|
$ | 602,829 | $ | 27,250 | $ | 303,202 | $ | 272,377 | $ | | ||||||||||
Capital
leases
|
7,703 | 1,634 | 2,317 | 1,728 | 2,024 | |||||||||||||||
Operating
leases
|
512,812 | 121,505 | 149,333 | 93,545 | 148,429 | |||||||||||||||
Total
contractual
cash
obligations
|
$ | 1,123,344 | $ | 150,389 | $ | 454,852 | $ | 367,650 | $ | 150,453 | ||||||||||
Amount of Commitment Expiration per Period | ||||||||||||||||||||
Total Amounts | Less than | |||||||||||||||||||
(in thousands) | Committed | 1 year | 1-3 years | 3-5 years | Over 5 years | |||||||||||||||
|
||||||||||||||||||||
Line of Credit
|
| | | | | |||||||||||||||
Standby letters of credit
|
$ | 50,553 | $ | 50,553 | $ | | $ | | $ | | ||||||||||
Guaranteed borrowings of
independents and affiliates
|
189,946 | 57,271 | 20,975 | 13,984 | 97,716 | |||||||||||||||
Residual value guarantee
under operating leases
|
62,678 | 62,678 | | | | |||||||||||||||
Total commercial commitments
|
$ | 303,177 | $ | 170,502 | $ | 20,975 | $ | 13,984 | $ | 97,716 | ||||||||||
21
22
Three Months Ended | ||||||||||||||||
March 31, | June 30, | Sept. 30, | Dec. 31, | |||||||||||||
(in thousands except per share data) | ||||||||||||||||
2008
|
||||||||||||||||
Net Sales
|
$ | 2,739,473 | $ | 2,873,485 | $ | 2,882,115 | $ | 2,520,190 | ||||||||
Gross Profit
|
819,483 | 852,213 | 849,005 | 751,789 | ||||||||||||
Net Income
|
123,543 | 133,073 | 131,017 | 87,784 | ||||||||||||
Earnings Per Share:
|
||||||||||||||||
Basic
|
.75 | .81 | .81 | .55 | ||||||||||||
Diluted
|
.75 | .81 | .81 | .55 | ||||||||||||
|
||||||||||||||||
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 |
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. |
|
||||
JERRY W. NIX | ||||
Vice Chairman and Chief Financial
Officer
February 25, 2009 |
24
25
(in thousands, except share data and per share amounts) December 31, | 2008 | 2007 | ||||||
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 67,777 | $ | 231,837 | ||||
Trade accounts receivable, net
|
1,224,525 | 1,216,220 | ||||||
Merchandise inventories, net
|
2,316,880 | 2,335,716 | ||||||
Prepaid expenses and other current assets
|
262,238 | 269,239 | ||||||
Total current assets
|
3,871,420 | 4,053,012 | ||||||
|
||||||||
Goodwill and other intangible assets, less
accumulated amortization
|
158,825 | 82,453 | ||||||
|
||||||||
Deferred tax asset
|
218,503 | 35,778 | ||||||
|
||||||||
Other assets
|
114,337 | 176,837 | ||||||
|
||||||||
Property, plant, and equipment:
|
||||||||
Land
|
51,835 | 47,415 | ||||||
Buildings, less allowance for depreciation
(2008 $158,019; 2007 $153,869)
|
151,959 | 143,685 | ||||||
Machinery and equipment, less allowance for
depreciation (2008 $470,513; 2007 $469,909)
|
219,471 | 234,889 | ||||||
Net property, plant, and equipment
|
423,265 | 425,989 | ||||||
|
||||||||
|
$ | 4,786,350 | $ | 4,774,069 | ||||
|
||||||||
Liabilities and Shareholders Equity
|
||||||||
Current liabilities:
|
||||||||
Trade accounts payable
|
$ | 1,009,423 | $ | 989,816 | ||||
Current portion of debt
|
| 250,000 | ||||||
Accrued compensation
|
106,731 | 102,027 | ||||||
Other accrued expenses
|
84,116 | 99,766 | ||||||
Dividends payable
|
62,148 | 60,789 | ||||||
Income taxes payable
|
24,685 | 45,578 | ||||||
Total current liabilities
|
1,287,103 | 1,547,976 | ||||||
|
||||||||
Long-term debt
|
500,000 | 250,000 | ||||||
Minority interests in subsidiaries
|
69,046 | 66,230 | ||||||
Pension and other post-retirement benefit liabilities
|
502,605 | 91,159 | ||||||
Other long-term liabilities
|
103,264 | 101,988 | ||||||
|
||||||||
Shareholders equity:
|
||||||||
Preferred stock, par value $1 per share
authorized 10,000,000 shares; none issued
|
| | ||||||
Common stock, par value $1 per share
authorized 450,000,000 shares; issued
and outstanding 159,442,508 in 2008
and 166,065,250 shares in 2007
|
159,443 | 166,065 | ||||||
Accumulated other comprehensive (loss) income
|
(478,562 | ) | (123,715 | ) | ||||
Retained earnings
|
2,643,451 | 2,674,366 | ||||||
Total shareholders equity
|
2,324,332 | 2,716,716 | ||||||
|
$ | 4,786,350 | $ | 4,774,069 | ||||
26
(in thousands, except per share amounts) Year ended December 31, | 2008 | 2007 | 2006 | |||||||||
|
||||||||||||
Net sales
|
$ | 11,015,263 | $ | 10,843,195 | $ | 10,457,942 | ||||||
|
||||||||||||
Cost of goods sold
|
7,742,773 | 7,625,972 | 7,353,447 | |||||||||
Gross margin
|
3,272,490 | 3,217,223 | 3,104,495 | |||||||||
|
||||||||||||
Operating expenses:
|
||||||||||||
Selling, administrative, and other expenses
|
2,359,829 | 2,278,155 | 2,217,882 | |||||||||
Depreciation and amortization
|
88,698 | 87,702 | 73,423 | |||||||||
Provision for doubtful accounts
|
23,883 | 13,514 | 16,472 | |||||||||
Total operating expenses
|
2,472,410 | 2,379,371 | 2,307,777 | |||||||||
|
||||||||||||
Non-operating expenses (income):
|
||||||||||||
Interest expense
|
31,721 | 31,327 | 31,576 | |||||||||
Other
|
(109 | ) | (10,220 | ) | (5,774 | ) | ||||||
Total non-operating expenses
|
31,612 | 21,107 | 25,802 | |||||||||
|
||||||||||||
Income before income taxes
|
768,468 | 816,745 | 770,916 | |||||||||
Income taxes
|
293,051 | 310,406 | 295,511 | |||||||||
Net income
|
$ | 475,417 | $ | 506,339 | $ | 475,405 | ||||||
|
||||||||||||
Basic net income per common share
|
$ | 2.93 | $ | 2.99 | $ | 2.77 | ||||||
|
||||||||||||
Diluted net income per common share
|
$ | 2.92 | $ | 2.98 | $ | 2.76 | ||||||
|
||||||||||||
Weighted average common shares outstanding
|
162,351 | 169,129 | 171,576 | |||||||||
Dilutive effect of stock options and non-vested
restricted stock awards
|
635 | 1,006 | 910 | |||||||||
Weighted average common shares outstanding
assuming dilution
|
162,986 | 170,135 | 172,486 | |||||||||
27
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 | ||||||||||||||||||
|
||||||||||||||||||||||||
Balance at January 1, 2006
|
173,032,697 | $ | 173,033 | $ | | $ | 45,535 | $ | 2,475,389 | $ | 2,693,957 | |||||||||||||
Net income
|
| | | | 475,405 | 475,405 | ||||||||||||||||||
Foreign currency translation
adjustment
|
| | | (2,341 | ) | | (2,341 | ) | ||||||||||||||||
Changes in fair value of derivative
instruments,
net of income taxes of $201
|
| | | 322 | | 322 | ||||||||||||||||||
Change in minimum pension
liability,
net of income taxes of $922
|
| | | (1,265 | ) | | (1,265 | ) | ||||||||||||||||
|
||||||||||||||||||||||||
Comprehensive income
|
472,121 | |||||||||||||||||||||||
|
||||||||||||||||||||||||
Pension and postretirement benefit
adjustment,
net of income taxes of
$187,371
(1)
|
| | | (284,785 | ) | | (284,785 | ) | ||||||||||||||||
Cash dividends declared, $1.35
per share
|
| | | | (231,454 | ) | (231,454 | ) | ||||||||||||||||
Stock options exercised,
including tax benefit of $3,005
|
432,694 | 433 | 11,249 | | | 11,682 | ||||||||||||||||||
Stock-based compensation
|
| | 11,948 | | | 11,948 | ||||||||||||||||||
Purchase of stock
|
(2,934,517 | ) | (2,935 | ) | (23,197 | ) | | (97,346 | ) | (123,478 | ) | |||||||||||||
|
||||||||||||||||||||||||
Balance at December 31, 2006
|
170,530,874 | 170,531 | | (242,534 | ) | 2,621,994 | 2,549,991 | |||||||||||||||||
Net income
|
| | | | 506,339 | 506,339 | ||||||||||||||||||
Foreign currency translation
adjustment
|
| | | 78,877 | | 78,877 | ||||||||||||||||||
Changes in fair value of derivative
instruments,
net of income taxes of $184
|
| | | 296 | | 296 | ||||||||||||||||||
Pension and postretirement benefit
adjustment,
net of income taxes of $24,278
|
| | | 39,646 | | 39,646 | ||||||||||||||||||
|
||||||||||||||||||||||||
Comprehensive income
|
625,158 | |||||||||||||||||||||||
|
||||||||||||||||||||||||
Cash dividends declared, $1.46
per share
|
| | | | (246,481 | ) | (246,481 | ) | ||||||||||||||||
Stock options exercised,
including tax benefit of $4,438
|
530,262 | 530 | 14,438 | | | 14,968 | ||||||||||||||||||
Stock-based compensation
|
| | 14,300 | | | 14,300 | ||||||||||||||||||
Purchase of stock
|
(4,995,886 | ) | (4,996 | ) | (28,738 | ) | | (207,486 | ) | (241,220 | ) | |||||||||||||
|
||||||||||||||||||||||||
Balance at December 31, 2007
|
166,065,250 | 166,065 | | (123,715 | ) | 2,674,366 | 2,716,716 | |||||||||||||||||
Net income
|
| | | | 475,417 | 475,417 | ||||||||||||||||||
Foreign currency translation
adjustment
|
| | | (112,150 | ) | | (112,150 | ) | ||||||||||||||||
Pension and postretirement benefit
adjustment,
net of income taxes of $160,695
|
| | | (242,697 | ) | | (242,697 | ) | ||||||||||||||||
|
||||||||||||||||||||||||
Comprehensive income
|
120,570 | |||||||||||||||||||||||
|
||||||||||||||||||||||||
Cash dividends declared, $1.56
per share
|
| | | | (253,166 | ) | (253,166 | ) | ||||||||||||||||
Stock options exercised,
net of income taxes of $586
|
157,643 | 158 | 77 | | | 235 | ||||||||||||||||||
Stock-based compensation
|
| | 12,977 | | | 12,977 | ||||||||||||||||||
Purchase of stock
|
(6,780,385 | ) | (6,780 | ) | (13,054 | ) | | (253,166 | ) | (273,000 | ) | |||||||||||||
Balance at December 31, 2008
|
159,442,508 | $ | 159,443 | $ | | $ | (478,562 | ) | $ | 2,643,451 | $ | 2,324,332 | ||||||||||||
(1) | The pension and postretirement benefit adjustment relates to the adoption of SFAS No. 158 as described further in Note 7. |
28
(in thousands) Year ended December 31, | 2008 | 2007 | 2006 | |||||||||
|
||||||||||||
Operating activities
|
||||||||||||
Net income
|
$ | 475,417 | $ | 506,339 | $ | 475,405 | ||||||
Adjustments to reconcile net income to net
cash provided
by operating activities:
|
||||||||||||
Depreciation and amortization
|
88,698 | 87,702 | 73,423 | |||||||||
Excess tax expense (benefits) from share-based
compensation
|
586 | (4,438 | ) | (3,005 | ) | |||||||
(Gain) Loss on sale of property, plant, and
equipment
|
(2,086 | ) | (2,214 | ) | 509 | |||||||
Deferred income taxes
|
(40,023 | ) | (8,066 | ) | (5,481 | ) | ||||||
Minority interests
|
4,561 | 4,939 | 3,991 | |||||||||
Stock-based compensation
|
12,977 | 14,300 | 11,948 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Trade accounts receivable, net
|
(19,695 | ) | 38,330 | (31,821 | ) | |||||||
Merchandise inventories, net
|
(20,709 | ) | (42,087 | ) | (7,240 | ) | ||||||
Trade accounts payable
|
(14,307 | ) | 65,103 | (66,116 | ) | |||||||
Other long-term assets
|
49,729 | (11,806 | ) | (7,052 | ) | |||||||
Other, net
|
(4,839 | ) | (6,631 | ) | (11,061 | ) | ||||||
|
54,892 | 135,132 | (41,905 | ) | ||||||||
Net cash provided by operating activities
|
530,309 | 641,471 | 433,500 | |||||||||
|
||||||||||||
Investing activities
|
||||||||||||
Purchases of property, plant and equipment
|
(105,026 | ) | (115,648 | ) | (126,044 | ) | ||||||
Proceeds from sale of property, plant, and
equipment
|
11,721 | 67,656 | 4,452 | |||||||||
Acquisition of businesses and other investments
|
(133,604 | ) | (44,855 | ) | (29,007 | ) | ||||||
Proceeds from disposal of businesses
|
12,575 | 5,249 | | |||||||||
Other
|
| | 5,000 | |||||||||
Net cash used in investing activities
|
(214,334 | ) | (87,598 | ) | (145,599 | ) | ||||||
|
||||||||||||
Financing activities
|
||||||||||||
Proceeds from debt
|
1,283,000 | | 160,000 | |||||||||
Payments on debt
|
(1,283,000 | ) | | (160,881 | ) | |||||||
Stock options exercised
|
821 | 10,530 | 8,677 | |||||||||
Excess tax (expense) benefits from share-based
compensation
|
(586 | ) | 4,438 | 3,005 | ||||||||
Dividends paid
|
(251,808 | ) | (243,244 | ) | (228,052 | ) | ||||||
Purchase of stock
|
(273,000 | ) | (241,220 | ) | (123,478 | ) | ||||||
Other
|
52,000 | | | |||||||||
Net cash used in financing activities
|
(472,573 | ) | (469,496 | ) | (340,729 | ) | ||||||
Effect of exchange rate changes on cash
|
(7,462 | ) | 11,487 | (110 | ) | |||||||
Net (decrease) increase in cash and cash
equivalents
|
(164,060 | ) | 95,864 | (52,938 | ) | |||||||
Cash and cash equivalents at beginning of year
|
231,837 | 135,973 | 188,911 | |||||||||
Cash and cash equivalents at end of year
|
$ | 67,777 | $ | 231,837 | $ | 135,973 | ||||||
|
||||||||||||
Supplemental disclosures of cash flow
information
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Income taxes
|
$ | 338,859 | $ | 324,399 | $ | 285,696 | ||||||
Interest
|
$ | 31,297 | $ | 31,540 | $ | 32,521 | ||||||
29
30
(in thousands) December 31, | 2008 | 2007 | ||||||
|
||||||||
Retirement benefit assets
|
$ | 7,229 | $ | 45,680 | ||||
Investment accounted for
under the cost method
|
21,400 | 21,400 | ||||||
Cash surrender value of
life insurance policies
|
47,873 | 55,937 | ||||||
Other
|
37,835 | 53,820 | ||||||
Total other assets
|
$ | 114,337 | $ | 176,837 | ||||
(in thousands) December 31, | 2008 | 2007 | ||||||
|
||||||||
Post-employment
benefit liabilities
|
$ | 9,300 | $ | 8,901 | ||||
Obligations under capital
and other leases
|
12,708 | 13,707 | ||||||
Insurance liabilities
|
43,019 | 36,723 | ||||||
Deferred gain on sale-leaseback
|
18,477 | 19,458 | ||||||
Other
|
19,760 | 23,199 | ||||||
Total other long-term liabilities
|
$ | 103,264 | $ | 101,988 | ||||
(in thousands) December 31, | 2008 | 2007 | ||||||
|
||||||||
Foreign currency translation
|
$ | 17,550 | $ | 129,700 | ||||
Unrecognized net actuarial
loss, net of tax
|
(533,562 | ) | (250,846 | ) | ||||
Unrecognized prior service
credit (cost), net of tax
|
37,450 | (2,569 | ) | |||||
Total accumulated other
comprehensive loss
|
$ | (478,562 | ) | $ | (123,715 | ) | ||
31
32
Goodwill | ||||||||||||||||||||||||
Electrical/ | Identifiable | |||||||||||||||||||||||
Office | Electronic | Intangible | ||||||||||||||||||||||
Automotive | Industrial | Products | Materials | Assets | Total | |||||||||||||||||||
Balance as of January 1, 2006
|
$ | 23,887 | $ | 31,409 | $ | 2,131 | $ | | $ | 5,290 | $ | 62,717 | ||||||||||||
Amortization
|
| | | | (463 | ) | (463 | ) | ||||||||||||||||
Balance as of December 31, 2006
|
23,887 | 31,409 | 2,131 | | 4,827 | 62,254 | ||||||||||||||||||
Additions
|
300 | 13,593 | | | 7,424 | 21,317 | ||||||||||||||||||
Amortization
|
| | | | (1,118 | ) | (1,118 | ) | ||||||||||||||||
Balance as of December 31, 2007
|
24,187 | 45,002 | 2,131 | | 11,133 | 82,453 | ||||||||||||||||||
Additions
|
16,025 | 25,834 | 8,423 | 2,870 | 26,081 | 79,233 | ||||||||||||||||||
Amortization
|
| | | | (2,861 | ) | (2,861 | ) | ||||||||||||||||
Balance as of December 31, 2008
|
$ | 40,212 | $ | 70,836 | $ | 10,554 | $ | 2,870 | $ | 34,353 | $ | 158,825 | ||||||||||||
(in thousands) December 31, | 2008 | 2007 | ||||||
|
||||||||
Unsecured term notes:
|
||||||||
November 30, 2001, Series A
Senior Notes, $250,000,000,
5.86% fixed, due
November 30, 2008
|
$ | | $ | 250,000 | ||||
November 30, 2001, Series B
Senior Notes, $250,000,000,
6.23% fixed,
due November 30, 2011
|
250,000 | 250,000 | ||||||
November 30, 2008, Senior
Unsecured Notes, $250,000,000,
4.67% fixed,
due November 30, 2013
|
250,000 | | ||||||
Total debt
|
500,000 | 500,000 | ||||||
Less debt due within one year
|
| 250,000 | ||||||
Long-term debt, excluding
current portion
|
$ | 500,000 | $ | 250,000 | ||||
33
2009
|
$ | | ||
2010
|
| |||
2011
|
250,000 | |||
2012
|
| |||
2013
|
250,000 | |||
|
||||
|
$ | 500,000 | ||
|
Capital Leases | Operating Leases | |||||||
|
||||||||
2009
|
$ | 1,634 | $ | 120,622 | ||||
2010
|
1,296 | 94,473 | ||||||
2011
|
1,021 | 55,007 | ||||||
2012
|
913 | 53,784 | ||||||
2013
|
815 | 38,806 | ||||||
Thereafter
|
2,024 | 148,429 | ||||||
Total minimum lease payments
|
7,703 | $ | 511,121 | |||||
|
||||||||
Amounts representing interest
|
2,984 | |||||||
|
||||||||
Present value of future
minimum lease payments
|
$ | 4,719 | ||||||
|
34
Shares (1) | Weighted-Average | |||||||
(000s) | Exercise Price (2) | |||||||
|
||||||||
Outstanding at beginning of year
|
6,315 | $ | 38 | |||||
Granted
|
1,501 | 42 | ||||||
Exercised
|
(224 | ) | 32 | |||||
Forfeited
|
(121 | ) | 46 | |||||
|
||||||||
Outstanding at end of year
(3)
|
7,471 | $ | 41 | |||||
|
||||||||
Exercisable at end of year
|
4,550 | $ | 39 | |||||
|
||||||||
Shares available for future grants
|
5,170 | |||||||
|
(1) | Shares include Restricted Stock Units (RSUs). | |
(2) | The weighted average exercise price excludes RSUs. | |
(3) | The exercise prices for options outstanding as of December 31, 2008 ranged from approximately $21 to $49. The weighted-average remaining contractual life of all options outstanding is approximately seven years. |
Weighted- | ||||||||
Average Grant | ||||||||
Shares | Date Fair | |||||||
Nonvested Share Awards (RSUs) | (000s) | Value | ||||||
|
||||||||
Nonvested at
January 1, 2008
|
312 | $ | 43 | |||||
Granted
|
116 | 42 | ||||||
Vested
|
(118 | ) | 36 | |||||
Forfeited or Expired
|
(36 | ) | 43 | |||||
|
||||||||
Nonvested at
December 31, 2008
|
274 | $ | 42 | |||||
|
35
(in thousands) December 31, | 2008 | 2007 | ||||||
|
||||||||
Deferred tax assets related to:
|
||||||||
Expenses not yet deducted
for tax purposes
|
$ | 114,092 | $ | 110,494 | ||||
Pension liability not yet deducted
for tax purposes
|
326,808 | 168,835 | ||||||
Capital loss
|
24,787 | | ||||||
Valuation allowance
|
(24,787 | ) | | |||||
|
440,900 | 279,329 | ||||||
|
||||||||
Deferred tax liabilities related to:
|
||||||||
Employee and retiree benefits
|
125,655 | 147,285 | ||||||
Inventory
|
79,304 | 98,196 | ||||||
Property, plant and equipment
|
17,614 | 19,849 | ||||||
Other
|
13,250 | 6,918 | ||||||
|
235,823 | 272,248 | ||||||
|
||||||||
Net deferred tax asset
|
205,077 | 7,081 | ||||||
Current portion of deferred tax liability
|
(13,426 | ) | (28,697 | ) | ||||
Non-current deferred tax asset
|
$ | 218,503 | $ | 35,778 | ||||
(in thousands) | 2008 | 2007 | 2006 | |||||||||
|
||||||||||||
Current:
|
||||||||||||
Federal
|
$ | 261,250 | $ | 262,922 | $ | 243,089 | ||||||
State
|
45,167 | 42,101 | 41,361 | |||||||||
Foreign
|
26,657 | 13,449 | 16,542 | |||||||||
Deferred
|
(40,023 | ) | (8,066 | ) | (5,481 | ) | ||||||
|
$ | 293,051 | $ | 310,406 | $ | 295,511 | ||||||
(in thousands) | 2008 | 2007 | 2006 | |||||||||
|
||||||||||||
Statutory rate applied
to income
|
$ | 268,964 | $ | 285,861 | $ | 269,821 | ||||||
Plus state income taxes,
net of Federal tax benefit
|
25,831 | 26,672 | 26,395 | |||||||||
Capital loss
|
(30,038 | ) | | | ||||||||
Capital loss
valuation allowance
|
24,787 | | | |||||||||
Other
|
3,507 | (2,127 | ) | (705 | ) | |||||||
|
$ | 293,051 | $ | 310,406 | $ | 295,511 | ||||||
Unrecognized Tax Benefits | ||||||||
(in thousands) | 2008 | 2007 | ||||||
|
||||||||
Balance at beginning of year
|
$ | 32,100 | $ | 29,215 | ||||
Additions based on tax positions
related to the current year
|
7,376 | 7,929 | ||||||
Additions for tax positions
of prior years
|
3,790 | 455 | ||||||
Reductions for tax positions
for prior years
|
(190 | ) | (1,557 | ) | ||||
Reduction for lapse in statute
of limitations
|
(5,449 | ) | (2,897 | ) | ||||
Settlements
|
(1,198 | ) | (1,045 | ) | ||||
Balance at end of year
|
$ | 36,429 | $ | 32,100 | ||||
36
Other Postretirement | ||||||||||||||||
Pension Benefits | Benefits | |||||||||||||||
(in thousands) | 2008 | 2007 | 2008 | 2007 | ||||||||||||
|
||||||||||||||||
Changes in benefit obligation
|
||||||||||||||||
Benefit obligation at beginning of year
|
$ | 1,387,669 | $ | 1,334,528 | $ | 28,640 | $ | 25,669 | ||||||||
Service cost
|
53,311 | 53,700 | 880 | 750 | ||||||||||||
Interest cost
|
90,300 | 82,029 | 1,614 | 1,441 | ||||||||||||
Plan participantscontributions
|
3,216 | 3,203 | 3,782 | 3,721 | ||||||||||||
Plan amendments
|
(66,349 | ) | | | | |||||||||||
Actuarial (gain) loss
|
51,042 | (61,447 | ) | 1,282 | 3,874 | |||||||||||
Exchange rate (gain) loss
|
(24,446 | ) | 19,039 | | | |||||||||||
Gross benefits paid
|
(44,713 | ) | (43,383 | ) | (7,664 | ) | (7,585 | ) | ||||||||
Less federal subsidy
|
n/a | n/a | 784 | 770 | ||||||||||||
Benefit obligation at end of year
|
$ | 1,450,030 | $ | 1,387,669 | $ | 29,318 | $ | 28,640 | ||||||||
37
Other | ||||||||||||||||
Postretirement | ||||||||||||||||
Pension Benefits | Benefits | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
|
||||||||||||||||
Weighted-average
discount rate
|
6.50 | % | 6.49 | % | 6.00 | % | 5.75 | % | ||||||||
Rate of increase in
future compensation
levels
|
3.75 | % | 3.75 | % | | |
Other | ||||||||||||||||
Postretirement | ||||||||||||||||
Pension Benefits | Benefits | |||||||||||||||
(in thousands) | 2008 | 2007 | 2008 | 2007 | ||||||||||||
|
||||||||||||||||
Changes in plan assets
|
||||||||||||||||
Fair value of plan assets
at beginning
of year
|
$ | 1,365,776 | $ | 1,260,538 | $ | | $ | | ||||||||
Actual return on
plan assets
|
(326,669 | ) | 89,248 | | | |||||||||||
Exchange rate
(loss) gain
|
(23,098 | ) | 21,030 | | | |||||||||||
Employer contributions
|
3,355 | 35,140 | 3,882 | 3,094 | ||||||||||||
Plan participants
contribution
|
3,216 | 3,203 | 3,782 | 3,721 | ||||||||||||
Benefits paid
|
(44,713 | ) | (43,383 | ) | (7,664 | ) | (6,815 | ) | ||||||||
Fair value of plan
assets at end of year
|
$ | 977,867 | $ | 1,365,776 | $ | | $ | | ||||||||
Target | Percentage of Plan | |||||||||||||||
Allocation | Assets at December 31 | |||||||||||||||
2009 | 2008 | 2007 | ||||||||||||||
|
||||||||||||||||
Asset Category
|
||||||||||||||||
Equity securities
|
65 | % | 58 | % | 68 | % | ||||||||||
Debt securities
|
34 | % | 39 | % | 29 | % | ||||||||||
Real estate and other
|
1 | % | 3 | % | 3 | % | ||||||||||
|
100 | % | 100 | % | 100 | % | ||||||||||
Other | ||||||||||||||||
Postretirement | ||||||||||||||||
Pension Benefits | Benefits | |||||||||||||||
(in thousands) | 2008 | 2007 | 2008 | 2007 | ||||||||||||
|
||||||||||||||||
Other long-term
asset
|
$ | 7,229 | $ | 45,680 | $ | n/a | $ | n/a | ||||||||
Other current
liability
|
(2,742 | ) | (2,200 | ) | (3,363 | ) | (2,854 | ) | ||||||||
Other long-term
liability
|
(476,650 | ) | (65,373 | ) | (25,955 | ) | (25,786 | ) | ||||||||
|
$ | (472,163 | ) | $ | (21,893 | ) | $ | (29,318 | ) | $ | (28,640 | ) | ||||
38
Other | ||||||||||||||||
Postretirement | ||||||||||||||||
Pension Benefits | Benefits | |||||||||||||||
(in thousands) | 2008 | 2007 | 2008 | 2007 | ||||||||||||
|
||||||||||||||||
Net actuarial loss
|
$ | 863,484 | $ | 393,061 | $ | 24,575 | $ | 24,908 | ||||||||
Prior service
(credit) cost
|
(63,578 | ) | 2,748 | 1,161 | 1,533 | |||||||||||
|
$ | 799,906 | $ | 395,809 | $ | 25,736 | $ | 26,441 | ||||||||
Other Postretirement Benefits | ||||||||||||
Pension | Employer | Value Due to | ||||||||||
(in thousands) | Benefits | Contribution | MMA Subsidy | |||||||||
|
||||||||||||
Employer contribution
|
||||||||||||
2009 (expected)
|
$ | 53,391 | $ | 3,463 | $ | | ||||||
|
||||||||||||
Expected
benefit payments
|
||||||||||||
2009
|
48,423 | 3,996 | 533 | |||||||||
2010
|
52,429 | 3,946 | 570 | |||||||||
2011
|
57,693 | 3,892 | | |||||||||
2012
|
65,066 | 3,735 | | |||||||||
2013
|
72,135 | 3,607 | | |||||||||
2014 through 2018
|
455,665 | 17,617 | |
Pension Benefits | Other Postretirement Benefits | |||||||||||||||||||||||
(in thousands) | 2008 | 2007 | 2006 | 2008 | 2007 | 2006 | ||||||||||||||||||
Service cost
|
$ | 53,311 | $ | 53,700 | $ | 50,224 | $ | 880 | $ | 750 | $ | 475 | ||||||||||||
Interest cost
|
90,300 | 82,029 | 72,246 | 1,614 | 1,441 | 1,327 | ||||||||||||||||||
Expected return on plan
assets
|
(114,690 | ) | (110,131) | (100,174 | ) | | | | ||||||||||||||||
Amortization of prior
service
(credit) cost
|
(24 | ) | (338 | ) | (471 | ) | 371 | 371 | 371 | |||||||||||||||
Amortization of
actuarial loss
|
17,962 | 25,909 | 26,379 | 1,616 | 1,424 | 1,291 | ||||||||||||||||||
Net periodic benefit cost
|
$ | 46,859 | $ | 51,169 | $ | 48,204 | $ | 4,481 | $ | 3,986 | $ | 3,464 | ||||||||||||
39
Other Post-Retirement | ||||||||||||||||
Pension Benefits | Benefits | |||||||||||||||
(in thousands) | 2008 | 2007 | 2008 | 2007 | ||||||||||||
|
||||||||||||||||
Current year actuarial loss (gain)
|
$ | 488,384 | $ | (40,508 | ) | $ | 1,282 | $ | 3,874 | |||||||
Amortization of actuarial (loss) gain
|
(17,962 | ) | (25,909 | ) | (1,616 | ) | (1,424 | ) | ||||||||
Current year of prior service (cost) credit
|
(66,349 | ) | | | | |||||||||||
Amortization of prior service cost (credit)
|
24 | 338 | (371 | ) | (371 | ) | ||||||||||
Total recognized in other comprehensive
income (loss)
|
$ | 404,097 | $ | (66,079 | ) | $ | (705 | ) | $ | 2,079 | ||||||
Total recognized in net periodic benefit cost
and other comprehensive income (loss)
|
$ | 450,956 | $ | (14,910 | ) | $ | 3,776 | $ | 6,065 | |||||||
Other Post-Retirement | ||||||||
(in thousands) | Pension Benefits | Benefits | ||||||
|
||||||||
Actuarial loss
|
$ | 35,748 | $ | 1,705 | ||||
Prior service (credit) cost
|
(7,249 | ) | 371 | |||||
Total
|
$ | 28,499 | $ | 2,076 | ||||
Pension Benefits | Other Postretirement Benefits | |||||||||||||||||||||||
2008 | 2007 | 2006 | 2008 | 2007 | 2006 | |||||||||||||||||||
|
||||||||||||||||||||||||
Weighted average discount
rate
|
6.49 | % | 6.00 | % | 5.75 | % | 5.75 | % | 5.75 | % | 5.75 | % | ||||||||||||
Rate of increase in future
compensation levels
|
3.75 | % | 3.75 | % | 3.75 | % | | | | |||||||||||||||
Expected long-term rate of
return on plan assets
|
8.25 | % | 8.25 | % | 8.25 | % | | | |
(in thousands) | Decrease | Increase | ||||||
|
||||||||
Total service and interest cost
components of 2008 net periodic
postretirement health care
benefit cost
|
$ | (540 | ) | $ | 766 | |||
Accumulated postretirement
benefit obligation for health care
benefits at December 31, 2008
|
(5,965 | ) | 9,620 |
40
41
JURISDICTION OF | ||||||
NAME | % OWNED | INCORPORATION | ||||
BALKAMP
|
89.6 | % | INDIANA | |||
EIS, INC.
|
100.0 | % | GEORGIA | |||
EIS DOMINICAN REPUBLIC, LLC
|
100.0 | % | GEORGIA | |||
GENUINE PARTS FINANCE COMPANY
|
100.0 | % | DELAWARE | |||
GPC PROCUREMENT COMPANY
|
100.0 | % | GEORGIA | |||
NATIONAL AUTOMOTIVE PARTS ASSOCIATION
|
95.0 | % | MICHIGAN | |||
MOTION INDUSTRIES, INC.
|
100.0 | % | DELAWARE | |||
HUB TOOL & SUPPLY, INC.
|
100.0 | % | KANSAS | |||
S.P. RICHARDS COMPANY
|
100.0 | % | GEORGIA | |||
S.P.R. PROCUREMENT COMPANY
|
100.0 | % | GEORGIA | |||
SHUSTER CORPORATION
|
100.0 | % | GEORGIA | |||
DRAGO SUPPLY COMPANY
|
100.0 | % | TEXAS | |||
1
ST
CHOICE AUTO PARTS, INC.
|
51.0 | % | GEORGIA | |||
SERVICE FIRST AUTO, INC.
|
51.0 | % | GEORGIA | |||
THE FLOWERS COMPANY
|
49.0 | % | NORTH CAROLINA | |||
GENUINE PARTS HOLDINGS, ULC
|
100.0 | % | NOVA SCOTIA, CANADA | |||
GENUINE PARTS INVESTMENT COMPANY
|
100.0 | % | NOVA SCOTIA, CANADA | |||
GPC MEXICO, S.A. de C.V.
|
100.0 | % | PUEBLA, MEXICO | |||
EIS de MEXICO
|
100.0 | % | GUADALAJARA, JALISCO, MEXICO | |||
EIS HOLDINGS (CANADA), INC.
|
100.0 | % | BRITISH COLUMBIA, CANADA | |||
MOTION INDUSTRIES (CANADA), INC.
|
100.0 | % | OTTAWA, ONTARIO | |||
MOTION MEXICO S. de RL de CV
|
100.0 | % | GUADALAJARA, MEXICO | |||
S. P. RICHARDS CO. CANADA, INC.
|
100.0 | % | BRITISH COLUMBIA, CANADA | |||
UAP INC.
|
100.0 | % | QUEBEC, CANADA | |||
GARANAT INC.
|
100.0 | % | FEDERAL, CANADA | |||
UAPRO INC.
|
100.0 | % | FEDERAL, CANADA | |||
UNITED AUTO PARTS (Eastern) LTD.
|
100.0 | % | ONTARIO, CANADA | |||
SERVICES FINANCIERS UAP INC.
|
100.0 | % | QUEBEC, CANADA | |||
GPC GLOBAL SOURCING LTD.
|
100.0 | % | HONG KONG, CHINA | |||
GENUINE PARTS SOURCING (SHENZHEN) COMPANY
LTD.
|
100.0 | % | SHENZHEN, CHINA | |||
ALTROM CANADA CORP.
|
100.0 | % | BRITISH COLUMBIA, CANADA |
(1) |
Registration Statement No. 33-62512 on Form S-8 pertaining to the 1992 Stock Option
Incentive Plan
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(2) |
Registration Statement No. 333-21969 on Form S-8 pertaining to the Directors Deferred
Compensation Plan
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(3) |
Registration Statement No. 333-76639 on Form S-8 pertaining to the Genuine Parts
Company 1999 Long-Term Incentive Plan
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(4) |
Registration Statement No. 333-133362 on Form S-8 pertaining to the Genuine Parts
Company 2006 Long-Term Incentive Plan;
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/s/ Ernst & Young LLP | ||||
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 | ||||
Thomas C. Gallagher | ||||
Chairman, President and Chief Executive Officer
February 27, 2009 |
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