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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-5690
GENUINE PARTS COMPANY
(Exact name of Registrant as specified in its Charter)
GEORGIA 58-0254510
(State of Incorporation) (IRS Employer Identification No.)
2999 CIRCLE 75 PARKWAY, ATLANTA, GEORGIA 30339
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 953-1700.
Securities registered pursuant to Section 12(b) of the Act and the
Exchange on which such securities are registered:
Common Stock, Par Value, $1 Per Share
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-K. [ ]
The aggregate market value of the Registrant's Common Stock (based upon
the closing sales price reported by the New York Stock Exchange and published
in The Wall Street Journal for February 10, 2000) held by non-affiliates as of
February 10, 2000 was approximately $3,804,984,022.
The number of shares outstanding of Registrant's Common Stock, as of
February 10, 2000: 176,801,292
Documents Incorporated by Reference:
- Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1999, are incorporated by reference into Parts I and II.
- Portions of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 17, 2000 are incorporated by reference
into Part III.
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PART I.
ITEM I. BUSINESS.
Genuine Parts Company, a Georgia corporation incorporated on May 7,
1928, is a service organization engaged in the distribution of automotive
replacement parts, industrial replacement parts, office products and
electrical/electronic materials. In 1999, business was conducted throughout
most of the United States, in Canada and in Mexico from approximately 1,850
operations. As used in this report, the "Company" refers to Genuine Parts
Company and its subsidiaries, except as otherwise indicated by the context; and
the terms "automotive parts" and "industrial parts" refer to replacement parts
in each respective category.
SEGMENT DATA. The following table sets forth various segment data for the
fiscal years 1999, 1998, and 1997 attributable to each of the Company's groups
of products that the Company believes indicate segments of its business. Sales
to unaffiliated customers are the same as net sales.
1999 1998 1997
---- ---- ----
NET SALES (in thousands)
Automotive Parts $ 4,084,775 $ 3,262,406 $ 3,071,153
Industrial Parts 2,156,134 2,008,789 1,853,270
Office Products 1,218,367 1,122,420 1,080,822
Electrical/Electronic Materials 522,411 220,417 --
------------ ------------ ------------
TOTAL NET SALES $ 7,981,687 $ 6,614,032 $ 6,005,245
============ ============ ============
OPERATING PROFIT
Automotive Parts $ 396,871 $ 343,629 $ 325,188
Industrial Parts 186,203 176,456 166,367
Office Products 118,345 113,821 110,793
Electrical/Electronic Materials 23,343 12,030 --
------------ ------------ ------------
TOTAL OPERATING PROFIT 724,762 645,936 602,348
Interest Expense (41,487) (20,096) (13,365)
Corporate Expense (35,324) (32,186) (26,943)
Equity in Income from Investees (3,675) 3,329 6,730
Goodwill Amortization (12,708) (5,157) (1,624)
Minority Interests (3,501) (2,709) (1,546)
------------ ------------ ------------
INCOME BEFORE INCOME TAXES $ 628,067 $ 589,117 $ 565,600
============ ============ ============
ASSETS
Automotive Parts $ 2,034,417 $ 1,966,774 $ 1,623,644
Industrial Parts 758,206 671,454 584,356
Office Products 503,904 442,220 380,804
Electrical/Electronic Materials 174,258 147,074 --
Corporate Assets 18,588 18,385 18,611
Goodwill and Equity Investments 440,299 354,473 146,948
------------ ------------ ------------
TOTAL ASSETS $ 3,929,672 $ 3,600,380 $ 2,754,363
============ ============ ============
NET SALES
United States $ 7,345,707 $ 6,535,020 $ 5,977,012
Canada 585,504 79,012 28,233
Mexico 50,476 -- --
------------ ------------ ------------
TOTAL NET SALES $ 7,981,687 $ 6,614,032 $ 6,005,245
============ ============ ============
NET LONG-LIVED ASSETS
United States $ 620,837 $ 545,452 $ 412,344
Canada 207,672 187,951 6,495
Mexico 25,333 15,338 15,767
------------ ------------ ------------
TOTAL NET LONG-LIVED ASSETS $ 853,842 $ 748,741 $ 434,606
============ ============ ============
(For additional information regarding segment data, see Page 24 of Annual
Report to Shareholders for 1999.)
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COMPETITION - GENERAL. The distribution business, which includes all segments
of the Company's business, is highly competitive with the principal methods of
competition being product quality, sufficiency of inventory, price and the
ability to give the customer prompt and dependable service. The Company
anticipates no decline in competition in any of its business segments in the
foreseeable future.
EMPLOYEES. As of December 31, 1999, the Company employed approximately 33,000
persons.
AUTOMOTIVE PARTS GROUP.
The Automotive Parts Group, the largest division of the Company,
distributes automotive replacement parts and accessory items. The Company is
the largest member of the National Automotive Parts Association ("NAPA"), a
voluntary trade association formed in 1925 to provide nationwide distribution
of automotive parts. In addition to over 225,000 available part numbers, the
Company, in conjunction with NAPA, offers complete inventory, accounting,
cataloging, marketing, training and other programs in the automotive
aftermarket. The Automotive Parts Group is working to develop additional
channels of distribution through two separate, but coordinated, e-commerce
initiatives in business-to-consumer and business-to-business markets.
During 1999, the Company's Automotive Parts Group included NAPA
automotive parts distribution centers and automotive parts stores ("auto parts
stores" or "NAPA AUTO PARTS stores") owned in the United States by Genuine
Parts Company; automotive parts distribution centers and auto parts stores in
western Canada owned and operated by UAP, a wholly owned subsidiary; auto parts
stores in the United States operated by corporations in which Genuine Parts
Company owned either a 51% or a 70% interest; distribution centers owned by
Balkamp, Inc., a majority-owned subsidiary; rebuilding plants owned by the
Company and operated by its Rayloc division; and automotive parts distribution
centers and automotive parts stores in Mexico, owned and operated by Grupo Auto
Todo, S.A. de C.V. ("Auto Todo"), a company in which a wholly owned subsidiary
of Genuine Parts Company owns a 73% interest.
In January, 1999, the Company completed an addition to the Automotive
Parts Group with the acquisition of Johnson Industries, Inc. ("Johnson").
Johnson, an independent distributor of ACDelco, Motorcraft, and other
automotive supplies, was founded in 1924. During the year, Johnson Industries
completed 3 acquisitions. In February 1999, Johnson acquired Uptown Auto
Supply, a single branch distribution center in Chicago. Hunt Automotive, with 4
locations throughout California, was added in May 1999. Finally, L&D
Enterprises, acquired in June 1999, added 4 distribution centers located in
Kansas, Texas and Oklahoma. The Atlanta, Georgia based company has distribution
facilities in ten cities throughout the U.S. Johnson stocks 50,000 SKU's and
sells primarily to large fleets and new car dealers.
On October 1, 1999, the Company acquired Brittain Brothers, Inc., a
long-standing NAPA Distributor headquartered in Oklahoma City, Oklahoma.
Serving approximately 178 independently owned NAPA Automotive Parts stores and
14 company owned stores in Oklahoma, Missouri, Arkansas and Texas, Brittain
Brothers had annual sales of approximately $60 million. This acquisition
provided the Company with the opportunity to develop in a geographical area not
previously covered by the Company.
On January 11, 2000, the Company purchased a 15% interest in Mitchell
Repair Information ("MRIC"), a subsidiary of Snap-on Incorporated. MRIC is a
leading diagnostic and repair information company with over 35,000 North
American subscribers linked to its services and information databases. MRIC's
core product, "Mitchell ON-DEMAND", is a premier electronic repair information
source in the automotive aftermarket.
The Company's NAPA automotive parts distribution centers distribute
replacement parts (other than body parts) for substantially all motor vehicle
makes and models in service in the United States, including imported vehicles,
trucks, buses, motorcycles, recreational vehicles and farm vehicles. In
addition, the Company distributes small engines and replacement parts for farm
equipment and heavy duty equipment. The Company's inventories also include
accessory items for such vehicles and equipment, and supply items used by a
wide variety of customers in the automotive aftermarket, such as repair shops,
service stations, fleet operators, automobile and truck dealers, leasing
companies, bus and truck lines, mass merchandisers, farms,
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industrial concerns and individuals who perform their own maintenance and parts
installation. Although the Company's domestic automotive operations purchase
from more than 150 different suppliers, approximately 58% of 1999 automotive
inventories were purchased from 10 major suppliers. Since 1931, the Company has
had return privileges with most of its suppliers, which has protected the
Company from inventory obsolescence.
DISTRIBUTION SYSTEM. In 1999, Genuine Parts Company operated 62 domestic NAPA
automotive parts distribution centers located in 38 states and approximately
750 domestic company-owned NAPA AUTO PARTS stores located in 43 states. At
December 31, 1999, Genuine Parts Company owned a 51% interest in 81
corporations and a 70% interest in 14 corporations which operated 150 auto
parts stores in 31 states.
UAP, founded in 1926, is a Canadian leader in the distribution,
marketing, and rebuilding of replacement parts and accessories for automobiles
and trucks. UAP has annual sales of approximately $740 million Canadian ($500
million US) and employs approximately 4,950 people. UAP operates a network of
16 distribution centers supplying approximately 616 UAP/NAPA auto parts
wholesalers. These include approximately 193 company owned stores, 28 joint
venture or progressive owners, and approximately 395 independently owned
stores. UAP supplies bannered installers and independent installers in all
provinces of Canada, as well as networks of service stations and repair shops
operating under the banners of national accounts. UAP is licensed to and uses
the NAPA(R) name in Canada.
In Mexico, Auto Todo owns and operates 12 distribution centers and 19
auto parts stores. Auto Todo is licensed to and uses the NAPA(R)name in Mexico.
The Company's distribution centers serve approximately 5,000
independently owned NAPA AUTO PARTS stores located throughout the market areas
served. NAPA AUTO PARTS stores, in turn, sell to a wide variety of customers in
the automotive aftermarket. Collectively, these independent automotive parts
stores account for approximately 25% of the Company's total sales with no
automotive parts store or group of automotive parts stores with individual or
common ownership accounting for more than 0.3% of the total sales of the
Company.
PRODUCTS. Distribution centers have access to over 225,000 different parts and
related supply items. Each item is cataloged and numbered for identification
and accessibility. Significant inventories are carried to provide for fast and
frequent deliveries to customers. Most orders are filled and shipped the same
day as received. The majority of sales are on terms which require payment
within 30 days of the statement date. The Company does not manufacture any of
the products it distributes. The majority of products are distributed under the
NAPA(R) name, a mark licensed to the Company by NAPA.
RELATED OPERATIONS. A majority-owned subsidiary of Genuine Parts Company,
Balkamp, Inc. ("Balkamp"), distributes a wide variety of replacement parts and
accessory items for passenger cars, heavy duty vehicles, motorcycles and farm
equipment. In addition, Balkamp distributes service items such as testing
equipment, lubricating equipment, gauges, cleaning supplies, chemicals and
supply items used by repair shops, fleets, farms and institutions. Balkamp
packages many of the approximately 24,000 part numbers which constitute the
"Balkamp" line of products which are distributed to the members of NAPA. These
products are categorized in 150 different product groups purchased from more
than 400 suppliers. In addition to the Balkamp line of products, Balkamp
distributes approximately 100 part numbers of nationally branded consumer
appearance products through their Automotive Redistribution Center. These
products are cataloged separately for convenience for NAPA customers.
BALKAMP(R), a federally registered trademark, is important to the sales and
marketing promotions of the Balkamp organization. Balkamp has three
distribution centers located in Indianapolis, Indiana, Greenwood, Mississippi,
and West Jordan, Utah.
The Company, through its Rayloc division, also operates five plants
where certain small automotive parts are rebuilt. These products are
distributed to the members of NAPA under both the NAPA and Rayloc(R) brand
names. Rayloc(R) is a mark licensed to the Company by NAPA.
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SEGMENT DATA. In the year ended December 31, 1999, sales from the Automotive
Parts Group approximated 51% of the Company's net sales as compared to 49% in
1998 and 51% in 1997.
SERVICE TO NAPA AUTO PARTS STORES. The Company believes that the quality and
the range of services provided to its automotive parts customers constitute a
significant part of its automotive parts distribution system. Such services
include fast and frequent delivery, obsolescence protection, parts cataloging
(including the use of computerized NAPA AUTO PARTS catalogs) and stock
adjustment through a continuing parts classification system which allows auto
parts customers to return certain merchandise on a scheduled basis. The Company
offers its NAPA AUTO PARTS store customers various management aids, marketing
aids and service on topics such as inventory control, cost analysis, accounting
procedures, group insurance and retirement benefit plans, marketing conferences
and seminars, sales and advertising manuals and training programs. Point of
sale/inventory management is available through TAMS(R) (Total Automotive
Management Systems), a computer system designed and developed by the Company
for the NAPA AUTO PARTS store.
In association with NAPA, the Company has developed and refined an
inventory classification system to determine optimum distribution center and
auto parts store inventory levels for automotive parts stocking based on
automotive registrations, usage rates, production statistics, technological
advances and other similar factors. This system, which undergoes continuous
analytical review, is an integral part of the Company's inventory control
procedures and comprises an important feature of the inventory management
services which the Company makes available to its NAPA AUTO PARTS store
customers. Over the last 10 years, losses to the Company from obsolescence have
been insignificant, and the Company attributes this to the successful operation
of its classification system which involves product return privileges with most
of its suppliers.
COMPETITION. In the distribution of automotive parts, the Company competes with
automobile manufacturers (some of which sell replacement parts for vehicles
built by other manufacturers as well as those which they build themselves),
automobile dealers, warehouse clubs and large automotive parts retail chains.
In addition, the Company competes with the distributing outlets of parts
manufacturers, oil companies, mass merchandisers, including national retail
chains, and with other parts distributors and jobbers.
NAPA. The Company is a member of the National Automotive Parts Association, a
voluntary association formed in 1925 to provide nationwide distribution of
automotive replacement parts. NAPA, which neither buys nor sells automotive
parts, functions as a trade association whose members in 1999 operated 69
distribution centers located throughout the United States, 62 of which were
owned and operated by the Company. NAPA develops marketing concepts and
programs that may be used by its members. It is not involved in the chain of
distribution.
Among the automotive lines that each NAPA member purchases and
distributes are certain lines designated, cataloged, advertised and promoted as
"NAPA" lines. The members are not required to purchase any specific quantity of
parts so designated and may, and do, purchase competitive lines from other
supply sources.
The Company and the other NAPA members use the federally registered
trademark NAPA(R) as part of the trade name of their distribution centers and
jobbing stores. The Company contributes to NAPA's national advertising program,
which is designed to increase public recognition of the NAPA name and to
promote NAPA product lines.
The Company is a party, together with other members of NAPA and NAPA
itself, to a consent decree entered by the Federal District Court in Detroit,
Michigan, on May 4, 1954. The consent decree enjoins certain practices under
the federal antitrust laws, including the use of exclusive agreements with
manufacturers of automotive parts, allocation or division of territories among
several NAPA members, fixing of prices or terms of sale for such parts among
such members, and agreements to adhere to any uniform policy in selecting parts
customers or determining the number and location of, or arrangements with, auto
parts customers.
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INDUSTRIAL PARTS GROUP.
The Industrial Parts Group distributes industrial replacement parts
and related supplies throughout the United States, Canada and Mexico. This
Group distributes industrial bearings and power transmission equipment
replacement parts, including hydraulic and pneumatic products, material
handling components, agricultural and irrigation equipment and their related
supplies. The Group is continuing to enhance their internet-based procurement
solutions.
In 1999, the Company distributed industrial parts in the United States
through Motion Industries, Inc. ("Motion"), headquartered in Birmingham,
Alabama. Motion is a wholly owned subsidiary of the Company. In Canada,
industrial parts are distributed by another of Motion's operating divisions,
Motion Industries (Canada), Inc. ["Motion (Canada)"], comprised of the former
Oliver Industrial Supply Ltd. and Premier Industrial Division of UAP Inc., both
wholly owned subsidiaries of Genuine Parts Holdings Ltd., which is a wholly
owned subsidiary of the Company. Motion (Canada)'s service area includes seven
provinces of Alberta, British Columbia, Manitoba, Newfoundland, Ontario,
Quebec, and Saskatchewan. In Mexico, industrial parts are distributed by
another operating division, Motion Industries (Mexico) ["Motion (Mexico)"],
through a joint venture with power transmission specialist Refacciones
Industriales de Mexico (RIMSA) located in Mexico City and a new branch in
Juarez.
In 1999 the Industrial Group expanded its Canadian operations through
the acquisition of Lou's Bearings and Transmission LTD with five locations in
Ontario; CHV Hydraulics with its respective nine locations in Canada, which
includes the Air Max Division; and B.G.S. Bearings and Equipment LTD with four
additional locations in Ontario. Motion Industries expanded its presence in
Pennsylvania, Maryland, New Jersey, and New York with the January acquisition
of Bush-Miller, Inc. with its five locations, and the September and October
acquisitions of John M. Forster's mechanical power transmission division with
three locations and Eastern Bearing Company with seven locations. Additionally,
Motion opened 33 new branch locations throughout the United States, Canada and
Mexico in 1999.
As of December 31, 1999, the Group served more than 165,000 customers
in all types of industries located throughout the United States, Mexico and
Canada.
DISTRIBUTION SYSTEM. In North America, the Industrial Parts Group operates 499
locations including: seven distribution centers, three re-distribution centers,
and 52 service centers for fluid power, electrical and special hose
applications. The distribution centers stock and distribute more than 200,000
different items purchased from more than 250 different suppliers. The Group's
re-distribution centers serve as collection points for excess inventory
collected from its branches for re-distribution to those branches that need the
inventory. Approximately 64% of 1999 total industrial purchases were made from
10 major suppliers. Sales are generated from the Group's branches located in 47
states, seven provinces in Canada, and two cities in Mexico. Each branch has
warehouse facilities that stock significant amounts of inventory representative
of the lines of products used by customers in the respective market area
served.
Motion (Canada) operates an industrial parts and agricultural supply
distribution center for the 41 Canadian locations serving industrial and
agricultural markets. Motion (Canada) also distributes irrigation systems and
related supplies.
PRODUCTS. The Industrial Parts Group distributes a wide variety of products to
its customers, primarily industrial concerns, to maintain and operate plants,
machinery and equipment. Products include such items as hoses, belts, bearings,
pulleys, pumps, valves, chains, gears, sprockets, speed reducers and electric
motors. The nature of this Group's business demands the maintenance of large
inventories and the ability to provide prompt and demanding delivery
requirements. Virtually all of the products distributed are installed by the
customer. Most orders are filled immediately from existing stock and deliveries
are normally made within 24 hours of receipt of order. The majority of all
sales are on open account.
RELATED INFORMATION. Non-exclusive distributor agreements are in effect with
most of the Group's suppliers. The terms of these agreements vary; however, it
has been the experience of the Group that the custom of the
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trade is to treat such agreements as continuing until breached by one party, or
until terminated by mutual consent.
INTEGRATED SUPPLY. Motion's integrated supply solutions continued to gain
momentum in 1999. Motion's integrated supply process not only reduces the costs
associated with MRO (Maintenance, Repair and Operation) inventory management,
but also enables the manufacturing customer to focus on its core competency,
free working capital associated with inventories, improve service levels to
end-users, and allow management to focus on more strategic concerns. Motion's
integrated supply process analyzes a customer's current operation to develop
integration goals and then provides solutions based on industry's accepted best
practices.
SEGMENT DATA. In the year ended December 31, 1999, sales from the Company's
Industrial Parts Group approximated 27% of the Company's net sales as compared
to 31% in 1998 and 31% in 1997.
COMPETITION. The Industrial Parts Group competes with other distributors
specializing in the distribution of such items, general line distributors and
others who have developed or joined integrated supply programs. To a lesser
extent, the Group competes with manufacturers that sell directly to the
customer.
OFFICE PRODUCTS GROUP.
The Office Products Group, operated through S. P. Richards Company
("S. P. Richards"), a wholly owned subsidiary of the Company, is headquartered
in Atlanta, Georgia. S. P. Richards is engaged in the wholesale distribution of
a broad line of office and other products which are used in the daily operation
of businesses, schools, offices and institutions. Office products fall into the
general categories of computer supplies, imaging supplies, office machines,
general office supplies, janitorial supplies, breakroom supplies, and office
furniture. Horizon USA Data Supplies, Inc., acquired by the Company in 1995, is
a computer supplies distributor headquartered in Reno, Nevada. The Office
Products Group is developing several web-based products to benefit resellers,
manufacturers and consumers.
In August 1998, the Company completed the purchase of the Canada based
Norwestra Sales (1992), Inc. Norwestra, with its headquarters near Vancouver,
British Columbia, services office product resellers throughout Western Canada.
During 1999, the Company opened a second Norwestra branch in Toronto, Canada.
The Office Products Group distributes computer supplies including
diskettes, printer supplies, printout paper and printout binders; office
furniture to include desks, credenzas, chairs, chair mats, partitions, files
and computer furniture; office machines to include telephones, answering
machines, calculators, typewriters, shredders and copiers; and general office
supplies to include copier supplies, desk accessories, business forms,
accounting supplies, binders, report covers, writing instruments, note pads,
envelopes, secretarial supplies, mailroom supplies, filing supplies,
art/drafting supplies, janitorial supplies, breakroom supplies and audio visual
supplies.
The Office Products Group distributes more than 20,000 items to over
6,000 office supply dealers from 43 facilities located in 28 states and Western
Canada. Approximately 59% of 1999 total office products purchases were made
from 10 major suppliers.
The Office Products Group sells to resellers of office products.
Customers are offered comprehensive marketing programs, which include flyers,
other promotional material and personalized product catalogs. The marketing
programs are supported by all the Group's distribution centers which stock all
cataloged products and have the capability to provide overnight delivery.
While many recognized brand-name items are carried in inventory, S. P.
Richards also markets items produced for it under its own SPARCO(R) brand name,
as well as its NATURE SAVER(R) brand of recycled products, elite image(TM)
printer supplies and CompuCessory(TM) brand of computer supplies and
accessories.
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SEGMENT DATA. In the year ended December 31, 1999, sales from the Company's
Office Products Group approximated 15% of the Company's net sales as compared
to 17% in 1998 and 18% in 1997.
COMPETITION. In the distribution of office supplies to retail dealers, S. P.
Richards competes with many other wholesale distributors as well as with
manufacturers of office products and large national retail chains.
ELECTRICAL/ELECTRONIC MATERIALS GROUP.
The Electrical/Electronic Materials Group was formed on July 1, 1998
through the acquisition of EIS, Inc. ("EIS"). This Group distributes materials
for the manufacture and repair of electrical and electronic apparatus. With
branch locations in 38 cities nationwide and in Mexico, this Group stocks over
100,000 items, from insulating and conductive materials to assembly tools and
test equipment. This Group also has three manufacturing facilities that provide
custom fabricated parts and one manufacturing plant that produces printed
circuit board drillroom products. The Electrical/Electronic Materials Group is
an important single source to original equipment manufacturers, repair shops,
the electronic assembly market, and printed circuit board manufacturers. EIS is
developing a customizable internet ordering system for electronic assembly
customers.
In 1999, the Company distributed electrical materials through EIS,
headquartered in Atlanta, Georgia. Electronic materials were distributed
through EIS's operating divisions, Com-Kyl, headquartered in Fremont, CA, and
Circuit Supply, headquartered in San Francisco, CA.
In January 1999, the Company completed acquisitions of H. A. Holden,
Inc. ("Holden"), and Summit Insulation Supply ("Summit"). Holden, a national
distributor of materials and parts to the motor repair industry, has
distribution facilities in Atlanta, GA; Charlotte, NC; Philadelphia, PA;
Houston, TX; Sacramento, CA; Denver, CO; and Miami, FL. Summit, a regional
distributor and fabricator of electrical insulation materials to manufacturers
of transformers and electric motors, is headquartered in Memphis, TN, and
serves 20-30 large original equipment manufacturers in the Southeast. Summit
also has a small location in Harlingen, TX, which services Mexico. The Group
has a strategy to continue to "roll up" its markets and consolidate the service
base for the benefit of both EIS customers and suppliers and plans to make
future acquisitions within the markets the Group serves.
PRODUCTS. The Electrical/Electronic Materials Group distributes a wide variety
of products to customers from over 400 vendors. Products include such items as
magnet wire, copper clad laminate, conductive materials, insulating and
shielding materials, assembly tools, test equipment, adhesives and chemicals,
pressure sensitive tapes, solder, anti-static products, and thermal management
products. To meet the prompt delivery demands of its customers, this Group
maintains large inventories. The majority of sales are on open account.
Approximately 67% of 1999 total Electrical/Electronic Materials Group purchases
were made from 10 major suppliers.
INTEGRATED SUPPLY. The Electrical/Electronic Materials Group's integrated
supply programs are expected to grow in 2000, as a greater number of
customers--especially national accounts--are given the opportunity to
participate in this low-cost, high-service capability. Over the past year, the
Group developed AIMS (Advanced Inventory Management System), a totally
integrated, highly automated solution for inventory management. This year AIMS
will be added to the Group's Integrated Supply offering. This bar code driven
system is a cost effective alternative to the traditional labor intensive
inventory management process.
SEGMENT DATA. In the year ended December 31, 1999 sales from the Company's
Electrical/Electronic Materials Group approximated 7% of the Company's sales,
as compared to 3% in 1998.
COMPETITION. The Electrical/Electronic Materials Group competes with other
distributors specializing in the distribution of electrical and electronic
products, general line distributors, and, to a lesser extent, manufacturers
that sell directly to customers.
* * * * * * * * * *
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EXECUTIVE OFFICERS OF THE COMPANY. The table below sets forth the name and age
of each person deemed to be an executive officer of the Company as of February
10, 2000, the position or office held by each and the period during which each
has served as such. Each executive officer is elected by the Board of Directors
and serves at the pleasure of the Board of Directors until his successor has
been elected and has qualified, or until his earlier death, resignation,
removal, retirement or disqualification.
YEAR FIRST ASSUMED
NAME AGE POSITION OF OFFICE POSITION
- ---- --- ------------------ --------
Larry L. Prince 61 Chairman of the Board of Directors and 1990/1989
Chief Executive Officer
Thomas C. Gallagher 52 President and Chief Operating Officer 1990
Robert J. Breci 64 Executive Vice President 1987
George W. Kalafut 65 Executive Vice President 1991
Jerry W. Nix 54 Executive Vice President -- Finance * 2000
Edward Van Stedum 50 Senior Vice President -- Human Resources 1996
* Also serves as the Company's Principal Financial and Accounting Officer.
All executive officers have been employed by and have served as officers
of the Company for at least the last five years.
ITEM 2. PROPERTIES.
The Company's headquarters are located in one of two adjacent office
buildings owned by Genuine Parts Company in Atlanta, Georgia.
The Company's Automotive Parts Group currently operates 62 NAPA
Distribution Centers in the United States distributed among eight geographic
divisions. Approximately 90% of the distribution center properties are owned by
the Company. At December 31, 1999, the Company owned approximately 750 NAPA
AUTO PARTS stores located in 43 states, and the Company owned either a 51% or
70% interest in 180 additional auto parts stores located in 31 states. Other
than NAPA AUTO PARTS stores located within Company owned distribution centers,
most of the automotive parts stores in which the Company has an ownership
interest were operated in leased facilities. In addition, UAP operated 16
distribution centers and approximately 221 automotive parts stores in Canada.
The Company's Automotive Parts Group also operates three Balkamp distribution
centers and one redistribution center, five Rayloc rebuilding plants, and two
transfer and shipping facilities.
The Company's Industrial Parts Group, operating through Motion and
Motion (Canada), operates 7 distribution centers, 3 redistribution centers, 52
service centers and 444 branches. Approximately 90% of these branches are
operated in leased facilities.
The Company's Office Products Group operates 41 facilities in the
United States and 2 facilities in Canada distributed among the Group's five
geographic divisions. Approximately 75% of these facilities are operated in
leased buildings.
The Company's Electrical/Electronic Materials Group operates in 38
cities in the United States and 2 cities in Mexico. All of this Group's 42
facilities are operated in leased buildings except three facilities, which are
owned.
For additional information regarding rental expense on leased
properties, see "Note 5 of Notes to Consolidated Financial Statements" on Page
30 of Annual Report to Shareholders for the year ended December 31, 1999.
ITEM 3. LEGAL PROCEEDINGS.
Not applicable.
-9-
10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Information required by this item is set forth under the heading
"Market and Dividend Information" on Page 21 of Annual Report to Shareholders
for the year ended December 31, 1999, and is incorporated herein by reference.
The Company has made no unregistered sales of securities during the year ended
December 31, 1999.
ITEM 6. SELECTED FINANCIAL DATA.
Information required by this item is set forth under the heading
"Selected Financial Data" on Page 21 of Annual Report to Shareholders for the
year ended December 31, 1999, and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS.
Information required by this item is set forth under the heading
"Management's Discussion and Analysis" on Pages 22 and 23 of Annual Report to
Shareholders for the year ended December 31, 1999, and is incorporated herein
by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOVE MARKET RISK.
The information presented under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on Pages 22 and
23 and presented under "Note 3 -- Credit Facilities" on Pages 29 and 30 of the
Company's Annual Report to Shareholders for the year ended December 31, 1999 is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required by this item is set forth in the consolidated
financial statements on Pages 24 through 33, in "Report of Independent
Auditors" on Page 20, and under the heading "Quarterly Results of Operations"
on Page 23, of Annual Report to Shareholders for the year ended December 31,
1999, and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not applicable.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information required by this item is set forth under the headings
"Nominees for Director" and "Members of the Board of Directors Continuing in
Office" on Pages 2 and 3 of the definitive proxy statement for the Company's
Annual Meeting to be held on April 17, 2000, and is incorporated herein by
reference. Certain information about Executive Officers of the Company is
included in Item 1 of Part I of this Annual Report on Form 10-K.
-10-
11
ITEM 11. EXECUTIVE COMPENSATION.
Information required by this item is set forth under the heading
"Executive Compensation and Other Benefits" on Pages 8 through 10, and under
the headings "Compensation Committee Interlocks and Insider Participation",
"Compensation Pursuant to Plans" and "Termination of Employment and Change of
Control Arrangements" on Pages 12 through 16 of the definitive proxy statement
for the Company's Annual Meeting to be held on April 17, 2000, and is
incorporated herein by reference. In no event shall the information contained
in the definitive proxy statement for the Company's 2000 Annual Meeting on
Pages 10 through 12 under the heading "Compensation and Stock Option Committee
Report on Executive Compensation" or on Pages 17 and 18 under the heading
"Performance Graph" be incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by this item is set forth under the headings
"Common Stock Ownership of Certain Beneficial Owners" and "Common Stock
Ownership of Management" on Pages 5 through 7 of the definitive proxy statement
for the Company's Annual Meeting to be held on April 17, 2000, and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is set forth under the heading
"Certain Relationships and Related Transactions" on Page 18 of the definitive
proxy statement for the Company's 2000 Annual Meeting to be held on April 17,
2000, and is incorporated herein by reference.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) and (2) The response to this portion of Item 14 is
submitted as a separate section of this report.
(3) The following Exhibits are filed as part of this
report in Item 14(c):
Exhibit 3.1. Restated Articles of Incorporation of the
Company, dated as of April 18, 1998, and as
amended April 17, 1989 and amendments to
the Restated Articles of Incorporation of
the Company, dated as of November 20, 1989
and April 18, 1994. (Incorporated herein by
reference from the Company's Annual Report
on Form 10-K, dated March 3, 1995.)
Exhibit 3.2 By-laws of the Company, as amended.
(Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated
March 3, 1995.)
Exhibit 4.1 Shareholder Protection Rights Agreement,
dated as of November 15, 1999, between the
Company and SunTrust Bank, Atlanta, as
Rights Agent. (Incorporated herein by
reference from the Company's Report on Form
8-K, dated November 15, 1999.)
Exhibit 4.2 Specimen Common Stock Certificate.
(Incorporated herein by reference from the
Company's Registration Statement on Form
S-1, Registration No. 33-63874.)
Instruments with respect to long-term debt where the total
amount of securities authorized thereunder does not exceed
10% of the total assets of the Registrant and its
subsidiaries on a consolidated basis have not been filed. The
Registrant agrees to furnish to the Commission a copy of each
such instrument upon request.
-11-
12
Exhibit 10.1 * 1988 Stock Option Plan. (Incorporated
herein by reference from the Company's
Annual Meeting Proxy Statement, dated March
9, 1988.)
Exhibit 10.2 * 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 Company's
Annual Report on Form 10-K, dated March 15,
1989.)
Exhibit 10.3 * Form of Agreement adopted February 13,
1989, between the Company and certain
executive officers of the Company providing
for a supplemental employee benefit upon a
change in control of the Company.
(Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated
March 15, 1989.)
Exhibit 10.4 * Genuine Parts Company Supplemental
Retirement Plan, effective January 1, 1991.
(Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated
March 8, 1991.)
Exhibit 10.5 * 1992 Stock Option and Incentive Plan,
effective April 20, 1992. (Incorporated
herein by reference from the Company's
Annual Meeting Proxy Statement, dated March
6, 1992.)
Exhibit 10.6 * Restricted Stock Agreement dated March 31,
1994, between the Company and Larry L.
Prince. (Incorporated herein by reference
from the Company's Form 10-Q, dated May 6,
1994.)
Exhibit 10.7 * Restricted Stock Agreement dated March 31,
1994, between the Company and Thomas C.
Gallagher. (Incorporated herein by
reference from the Company's Form 10-Q,
dated May 6, 1994.)
Exhibit 10.8 * The Genuine Parts Company Restated
Tax-Deferred Savings Plan, effective
January 1, 1993. (Incorporated herein by
reference from the Company's Annual Report
on Form 10-K, dated March 3, 1995.)
Exhibit 10.9 * Amendment No. 2 to the Genuine Parts
Company Supplemental Retirement Plan,
effective January 1, 1995. (Incorporated
herein by reference from the Company's
Annual Report on Form 10-K, dated March 3,
1995.)
Exhibit 10.10 * Genuine Partnership Plan, as amended and
restated January 1, 1994. (Incorporated
herein by reference form the Company's
Annual Report on Form 10-K, dated March 3,
1995.)
Exhibit 10.11 * Genuine Parts Company Pension Plan, as
amended and restated effective January 1,
1989. (Incorporated herein by reference
from the Company's Annual Report on Form
10-K, dated March 3, 1995.)
Exhibit 10.12 * Amendment No. 1 to the Genuine Partnership
Plan, effective September 1, 1995.
(Incorporated herein by reference to the
Company's Form 10-K, dated March 7, 1996.)
Exhibit 10.13 * Amendment No. 1 to the Genuine Parts
Company Pension Plan, effective April 1,
1995. (Incorporated herein by reference to
the Company's Form 10-K, dated March 7,
1996.)
-12-
13
Exhibit 10.14 * Amendment No. 2 to the Genuine Parts
Company Pension Plan, dated September 28,
1995, effective January 1, 1995.
(Incorporated herein by reference to the
Company's Form 10-K, dated March 7, 1996.)
Exhibit 10.15 * Genuine Parts Company Directors' Deferred
Compensation Plan, effective November 1,
1996. (Incorporated herein by reference to
the Company's Form 10-K, dated March 10,
1997.)
Exhibit 10.16 * Amendment No. 3 to the Genuine Parts
Company Pension Plan dated May 24, 1996,
effective January 1, 1996. (Incorporated
herein by reference to the Company's Form
10-K, dated March 10, 1997.)
Exhibit 10.17 * Amendment No. 4 to the Genuine Parts
Company Pension Plan dated December 3,
1996, effective January 1, 1996.
(Incorporated herein by reference to the
Company's Form 10-K, dated March 10, 1997.)
Exhibit 10.18 * Amendment No. 2 to the Genuine Partnership
Plan, dated December 3, 1996, effective
November 1, 1996. (Incorporated herein by
reference to the Company's Form 10-K, dated
March 10, 1997.)
Exhibit 10.19 * Amendment No. 4-A to the Genuine Parts
Company Pension Plan, dated August 29,
1997, effective January 1, 1996.
(Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated
March 10, 1998.)
Exhibit 10.20 * Amendment No. 5 to the Genuine Parts
Company Pension Plan, dated August 7, 1997.
(Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated
March 10, 1998.)
Exhibit 10.21 * Amendment No. 6 to the Genuine Parts
Company Pension Plan, dated October 6,
1997, effective January 1, 1997.
(Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated
March 10, 1998.)
Exhibit 10.22 * Amendment No. 3 to the Genuine Partnership
Plan, dated August 7, 1997. (Incorporated
herein by reference from the Company's
Annual Report on Form 10-K, dated March 10,
1998.)
Exhibit 10.23 * Amendment No. 3 to the Genuine Parts
Company Supplemental Retirement Plan, dated
August 29, 1997, effective August 15, 1997.
(Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated
March 10, 1998.)
Exhibit 10.24 * Genuine Parts Company Death Benefit Plan,
effective July 15, 1997. (Incorporated
herein by reference from the Company's
Annual Report on Form 10-K, dated March 10,
1998.)
Exhibit 10.25 * Amendment No. 4 to the Genuine Partnership
Plan, dated August 19, 1998, effective
January 1, 1998. (Incorporated herein by
reference from the Company's Annual Report
on Form 10-K, dated March 10, 1999.)
Exhibit 10.26 * Amendment No. 5 to the Genuine Partnership
Plan, dated December 7, 1998, effective
January 1, 1999. (Incorporated herein by
reference from the Company's Annual Report
on Form 10-K, dated March 10, 1999.)
-13-
14
Exhibit 10.27 * Amendment No. 6 to the Genuine Partnership
Plan, dated December 7, 1998, effective
January 1, 1994. (Incorporated herein by
reference from the Company's Annual Report
on Form 10-K, dated March 10, 1999.)
Exhibit 10.28 * Amendment No. 7 to the Genuine Parts
Company Pension Plan, dated August 19,
1998, effective January 1, 1998.
(Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated
March 10, 1999.)
Exhibit 10.29 * Genuine Parts Company 1999 Long-Term
Incentive Plan. (Incorporated herein by
reference from the Company's Annual Report
on Form 10-K, dated March 10, 1999.)
Exhibit 10.30 * Genuine Parts Company 1999 Annual Incentive
Bonus Plan, effective April 19, 1995.
(Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated
March 10, 1999.)
Exhibit 10.31 * Restricted Stock Agreement dated February
25, 1999, between the Company and Larry L.
Prince. (Incorporated herein by reference
from the Company's Form 10-Q, dated May 3,
1999.)
Exhibit 10.32 * Restricted Stock Agreement dated February
25, 1999, between the Company and Thomas C.
Gallagher. (Incorporated herein by
reference from the Company's Form 10-Q,
dated May 3, 1999.)
Exhibit 10.33 * Amendment No. 8 to the Genuine Parts
Company Pension Plan, dated January 26,
1999, effective September 30, 1998.
Exhibit 10.34 * Amendment No. 9 to the Genuine Parts
Company Pension Plan, dated December 30,
1999, effective January 1, 1989; December
31, 1999; and January 1, 2000.
Exhibit 10.35 * Amendment to the Genuine Parts Company 1992
Stock Option and Incentive Plan, dated
April 19, 1999, effective April 19, 1999.
Exhibit 10.36 * Amendment to the Genuine Parts Company
Tax-Deferred Savings Plan, dated April 19,
1999, effective April 19, 1999.
Exhibit 10.37 * Amendment to the Genuine Parts Company
Original Deferred Compensation Plan, dated
April 19, 1999, effective April 19, 1999.
Exhibit 10.38 * Amendment to the Genuine Parts Company
Directors' Deferred Compensation Plan,
dated April 19, 1999, effective April 19,
1999.
Exhibit 10.39 * Amendment to the Genuine Parts Company
Supplemental Retirement Plan, dated April
19, 1999, effective April 19, 1999.
Exhibit 10.40 * Amendment No. 7 to the Genuine Partnership
Plan, dated January 26, 1999, effective
January 1, 1999.
Exhibit 10.41 * Amendment No. 8 to the Genuine Partnership
Plan, dated February 4, 1999, effective
January 1, 1999.
Exhibit 10.42 * Amendment No. 9 to the Genuine Partnership
Plan, dated April 5, 1999, effective April
1, 1999.
-14-
15
Exhibit 10.43 * Amendment No. 10 to the Genuine Partnership
Plan, dated December 30, 1999, effective
November 30, 1999.
* Indicates executive compensation plans and arrangements.
Exhibit 13 The following sections and pages of the
1999 Annual Report to Shareholders:
- Selected Financial Data on Page 21
- Market and Dividend Information on Page
21
- Management's Discussion and Analysis on
Pages 22-23
- Quarterly Results of Operations on Page
23
- Segment Data on Page 24
- Report of Independent Auditors on Page 20
- Consolidated Financial Statements and
Notes to Consolidated Financial Statements
on Pages 25-33.
Exhibit 21 Subsidiaries of the Company
Exhibit 23 Consent of Independent Auditors
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K. The Company filed a Report on Form 8-K,
dated November 15, 1999, reporting under Item 5 and Item 7
thereof certain information to describe the approval, by the
Board of Directors, of a Shareholders' Rights Plan replacing
a similar plan adopted in 1989, which expired on November 20,
1999. A full copy of the Shareholder Protection Rights
Agreement, dated November 15, 1999 between Genuine Parts
Company and SunTrust Bank, Atlanta, as Rights Agent, was
included under Item 7 of the Form 8-K. The adoption of this
plan was disclosed in a press release dated November 15,
1999, which was also included under Item 7 of the Form 8-K.
(c) Exhibits. The response to this portion of Item 14 is
submitted as a separate section of this report.
(d) Financial Statement Schedules. The response to this portion
of Item 14 is submitted as a separate section of this report.
-15-
16
SIGNATURES.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
GENUINE PARTS COMPANY
/S/ LARRY L. PRINCE 3/10/00 /S/ JERRY W. NIX 3/10/00
- ------------------------------------------- ---------------------------------------------------
LARRY L. PRINCE (Date) JERRY W. NIX (Date)
Chairman of the Board Executive Vice President - Finance
and Chief Executive Officer (Principal Financial and Accounting Officer)
-16-
17
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/S/ RICHARD W. COURTS II 2/21/00 /S/ BRADLEY CURREY, JR. 2/21/00
- ------------------------------------------------- ----------------------------------------------------
RICHARD W. COURTS II (Date) BRADLEY CURREY, JR. (Date)
Director Director
/S/ JEAN DOUVILLE 2/21/00 /S/ ROBERT P. FORRESTAL 2/21/00
- ------------------------------------------------- ----------------------------------------------------
JEAN DOUVILLE (Date) ROBERT P. FORRESTAL (Date)
Director Director
/S/ THOMAS C. GALLAGHER 2/21/00 /S/ STEPHEN R. KENDALL 2/21/00
- ------------------------------------------------- ----------------------------------------------------
THOMAS C. GALLAGHER (Date) STEPHEN R. KENDALL (Date)
Director Director
President and Chief Operating Officer
/S/ J. HICKS LANIER 2/21/00 /S/ LARRY L. PRINCE 2/21/00
- ------------------------------------------------- ----------------------------------------------------
J. HICKS LANIER LARRY L. PRINCE (Date)
Director Director
Chairman of the Board and Chief Executive Officer
/S/ ALANA S. SHEPHERD 2/21/00 /S/ LAWRENCE G. STEINER 2/21/00
- ------------------------------------------------- ----------------------------------------------------
ALANA S. SHEPHERD (Date) LAWRENCE G. STEINER (Date)
Director Director
/S/ JAMES B. WILLIAMS 2/21/00
- -------------------------------------------------
JAMES B. WILLIAMS (Date)
Director
-17-
18
ANNUAL REPORT ON FORM 10-K
ITEM 14(A)(1) AND (2), (C) AND (D)
LIST OF FINANCIAL STATEMENTS
CERTAIN EXHIBITS
YEAR ENDED DECEMBER 31, 1999
GENUINE PARTS COMPANY
ATLANTA, GEORGIA
19
Form 10-K - Item 14(a)(1) and (2)
Genuine Parts Company and Subsidiaries
Index of Financial Statements
The following consolidated financial statements of Genuine Parts Company and
subsidiaries, included in the annual report of the registrant to its
shareholders for the year ended December 31, 1999, are incorporated by
reference in Item 8:
Consolidated balance sheets - December 31, 1999 and 1998
Consolidated statements of income - Years ended December 31, 1999,
1998, and 1997
Consolidated statements of cash flows - Years ended December 31, 1999,
1998 and 1997
Notes to consolidated financial statements - December 31, 1999
The following consolidated financial statement schedule of Genuine Parts Company
and subsidiaries is included in Item 14(d):
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
20
ANNUAL REPORT ON FORM 10-K
ITEM 14(A)(3)
LIST OF EXHIBITS
The following Exhibits are filed as a part of this Report:
10.33* Amendment No. 8 to the Genuine Parts Company Pension Plan, dated
January 26, 1999, effective September 30, 1998.
10.34* Amendment No. 9 to the Genuine Parts Company Pension Plan, dated
December 30, 1999, effective January 1, 1989; December 31, 1999; and
January 1, 2000.
10.35* Amendment to the Genuine Parts Company 1992 Stock Option and Incentive
Plan, dated April 19, 1999, effective April 19, 1999.
10.36* Amendment to the Genuine Parts Company Tax-Deferred Savings Plan,
dated April 19, 1999, effective April 19, 1999.
10.37* Amendment to the Genuine Parts Company Original Deferred Compensation
Plan, dated April 19, 1999, effective April 19, 1999.
10.38* Amendment to the Genuine Parts Company Directors' Deferred
Compensation Plan, dated April 19, 1999, effective April 19, 1999.
10.39* Amendment to the Genuine Parts Company Supplemental Retirement Plan,
dated April 19, 1999, effective April 19, 1999.
10.40* Amendment No. 7 to the Genuine Partnership Plan, dated January 26,
1999, effective January 1, 1999.
10.41* Amendment No. 8 to the Genuine Partnership Plan, dated February 4,
1999, effective January 1, 1999.
10.42* Amendment No. 9 to the Genuine Partnership Plan, dated April 5, 1999,
effective April 1, 1999.
10.43* Amendment No. 10 to the Genuine Partnership Plan, dated December 30,
1999, effective November 30, 1999.
13 The following Sections and Pages of Annual Report to Shareholders for
1999:
- Selected Financial Data on Page 21
- Market and Dividend Information on Page 21
- Management's Discussion and Analysis on Pages 22 and 23
- Quarterly Results of Operations on Page 23
- Segment Data on Page 24
- Report of Independent Auditors on Page 20
- Consolidated Financial Statements and Notes to Consolidated
Financial Statements on Pages 24-33
21 Subsidiaries of the Company
23 Consent of Independent Auditors
27 Financial Data Schedule (for SEC use only.)
21
The following Exhibits are incorporated by reference as set forth in Item 14 on
pages 11-14 of this Form 10-K:
- 3.1 Restated Articles of Incorporation of the Company, dated as
of April 18, 1988, and as amended April 17, 1989 and
amendments to the Restated Articles of Incorporation of the
Company, dated as of November 20, 1989 and April 18, 1994.
- 3.2 By-laws of the Company, as amended.
- 4.1 Shareholder Protection Rights Agreement, dated as of November
15, 1999, between the Company and SunTrust Bank, Atlanta, as
Rights Agent.
- 4.2 Specimen Common Stock Certificate. (Incorporated herein by
reference form the Company's Registration Statement on Form
S-1, Registration No. 33-63874).
Instruments with respect to long-term debt where the total amount of
securities authorized thereunder does not exceed 10% of the total
assets of the Registrant and its subsidiaries on a consolidated basis
have not been filed. The Registrant agrees to furnish to the Commission
a copy of each such instrument upon request.
- 10.1* 1988 Stock Option Plan.
- 10.2* Form of Amendment to Deferred Compensation Agreement adopted
February 13, 1989, between the Company and certain executive
officers of the Company.
- 10.3* Form of Agreement adopted February 13, 1989, between the
Company and certain executive officers of the Company
providing for a supplemental employee benefit upon a change
in control of the Company.
- 10.4* Genuine Parts Company Supplemental Retirement Plan, effective
January 1, 1991.
- 10.5* 1992 Stock Option and Incentive Plan, effective April 20,
1992.
- 10.6* Restricted Stock Agreement dated March 31, 1994, between the
Company and Larry L. Prince.
- 10.7* Restricted Stock Agreement dated March 31, 1994, between the
Company and Thomas C. Gallagher.
- 10.8* The Genuine Parts Company Restated Tax-Deferred Savings Plan,
effective January 1, 1993.
- 10.9* Amendment No. 2 to the Genuine Parts Company Supplemental
Retirement Plan, effective January 1, 1995.
- 10.10* Genuine Partnership Plan, as amended and restated January 1,
1994.
- 10.11* Genuine Parts Company Pension Plan, as amended and restated,
effective January 1, 1989.
- 10.12* Amendment No. 1 to the Genuine Partnership Plan, effective
September 1, 1995.
- 10.13* Amendment No. 1 to the Genuine Parts Company Pension Plan,
effective April 1, 1995.
- 10.14* Amendment No. 2 to the Genuine Parts Company Pension Plan,
dated September 28, 1995, effective January 1, 1995.
- 10.15* Genuine Parts Company Directors' Deferred Compensation Plan,
effective November 1, 1996.
- 10.16* Amendment No. 3 to the Genuine Parts Company Pension Plan,
dated May 24, 1996, effective January 1, 1996.
22
- 10.17* Amendment No. 4 to the Genuine Parts Company Pension Plan,
dated December 3, 1996, effective January 1, 1996.
- 10.18* Amendment No. 2 to the Genuine Partnership Plan, dated
December 3, 1996, effective November 1, 1996.
- 10.19* Amendment No. 4-A to the Genuine Parts Company Pension Plan,
dated August 29, 1997, effective January 1, 1996.
- 10.20* Amendment No. 5 to the Genuine Parts Company Pension Plan,
dated August 7, 1997.
- 10.21* Amendment No. 6 to the Genuine Parts Company Pension Plan,
dated October 6, 1997, effective January 1, 1997.
- 10.22* Amendment No. 3 to the Genuine Partnership Plan, dated August
7, 1997.
- 10.23* Amendment No. 3 to the Genuine Parts Company Supplemental
Retirement Plan, dated August 29, 1997, effective August 15,
1997.
- 10.24* Genuine Parts Company Death Benefit Plan, effective July 15,
1997.
- 10.25* Amendment No. 4 to the Genuine Partnership Plan, dated August
19, 1998, effective January 1, 1998.
- 10.26* Amendment No. 5 to the Genuine Partnership Plan, dated
December 7, 1998, effective January 1, 1999.
- 10.27* Amendment No. 6 to the Genuine Partnership Plan, dated
December 7, 1998, effective January 1, 1994.
- 10.28* Amendment No. 7 to the Genuine Parts Company Pension Plan,
dated August 19, 1998, effective January 1, 1998.
- 10.29* Genuine Parts Company 1999 Long-Term Incentive Plan.
- 10.30* Genuine Parts Company 1999 Annual Incentive Bonus Plan.
- 10.31* Restricted Stock Agreement dated February 25, 1999, between
the Company and Larry L. Prince.
- 10.32* Restricted Stock Agreement dated February 25, 1999, between
the Company and Thomas C. Gallagher.
* Indicates executive compensation plans and arrangements.
23
Annual Report on Form 10-K
Item 14(d)
Financial Statement Schedule II - Valuation and Qualifying Accounts
Genuine Parts Company and Subsidiaries
Balance at Charged Balance at
Beginning to Costs Other End
of Period and Expenses Additions(1) Deductions(2) of Period
---------- ------------ ------------ ------------- ----------
Year ended December 31, 1997:
Reserves and allowances deducted from
asset accounts:
Allowance for uncollectible accounts $1,771,181 $ 8,311,045 $ -- $ (8,233,116)(2) $1,849,110
Year ended December 31, 1998:
Reserves and allowances deducted from
asset accounts:
Allowance for uncollectible accounts 1,849,110 7,484,733 3,499,025(1) (7,813,966)(2) 5,018,902
Year ended December 31, 1999:
Reserves and allowances deducted from
asset accounts:
Allowance for uncollectible accounts $5,018,902 $14,402,137 $ 1,479,685(1) $(13,972,115)(2) $6,928,609
- ---------------------
(1) Allowance for uncollectible accounts related to significant acquisitions.
(2) Uncollectible accounts written off, net of recoveries.