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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

GENUINE PARTS COMPANY
(Exact name of registrant as specified in its charter)

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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date (the close of the period covered by this report).

174,729,053
(Shares of Common Stock)

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PART I — FINANCIAL INFORMATION

     Item 1 — Financial Statements

GENUINE PARTS COMPANY and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

See notes to condensed consolidated financial statements.

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GENUINE PARTS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

See notes to condensed consolidated financial statements.

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GENUINE PARTS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See notes to condensed consolidated financial statements.

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NOTES TO FINANCIAL STATEMENTS

Note A — Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of Genuine Parts Company for the year ended December 31, 2001. Accordingly, the quarterly condensed consolidated financial statements and related disclosures should be read in conjunction with the 2001 Annual Report on Form 10-K.

The preparation of interim financial statements requires management to make estimates and assumptions for the amounts reported in the condensed consolidated financial statements. Specifically, the Company makes estimates in its interim financial statements for the accrual of bad debts, certain inventory adjustments and volume rebates earned. Bad debts are accrued based on a percentage of sales and volume rebates are estimated based upon cumulative and projected purchasing levels. Inventory adjustments are estimated on an interim basis and adjusted in the fourth quarter to reflect year-end valuation and book to physical results. The estimates for interim reporting may change upon final determination at year-end, and such changes may be significant.

In the opinion of management, all adjustments necessary for a fair statement of the operations of the interim period have been made. These adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2002 are not necessarily indicative of results for the entire year.

Note B – Segment Information

For management purposes, net sales by segment excludes the effect of certain discounts, incentives and freight billed to customers. The line item “other” represents the net effect of the discounts, incentives and freight billed to customers, which are reported as a component of net sales in the Company’s consolidated statements of income.

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Note C – Comprehensive (Loss) Income

Total comprehensive (loss) income was $(215,622,000) and $176,528,000 for the six month periods ended June 30, 2002 and 2001, respectively. The difference between total comprehensive income and net income was due to foreign currency translation adjustments and adjustments to the fair value of derivative instruments, as summarized below:

Note D – New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement No. 141 (“SFAS 141”) “Business Combinations,” and Statement No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets.” SFAS 141 prospectively prohibits the pooling of interests method of accounting for business combinations initiated after June 30, 2001. Effective January 1, 2002, SFAS 142 requires that goodwill resulting from prior acquisitions no longer be amortized and establishes a new method for testing goodwill for impairment on an annual basis (or an interim basis if an event occurs that might reduce the fair value of a reporting unit below its carrying value). SFAS 142 also requires that an identifiable intangible asset that is determined to have a finite life continue to be amortized and separately tested for impairment using an undiscounted cash flows approach.

Within the reportable segments, the Company identified reporting units as defined in SFAS 142. The reporting units’ goodwill was tested for impairment during the first quarter of 2002 as required by SFAS 142 upon adoption based upon the expected present value of future cash flows approach. As a result of this valuation process as well as the application of the remaining provisions of SFAS 142, the Company recorded a transitional impairment loss of $395.1 million ($2.27 loss per share basic and $2.26 loss per share diluted). This write-off was reported as a cumulative effect of a change in accounting principle in the Company’s consolidated statement of income as of January 1, 2002. None of this write-off is deductible for tax purposes. For the six months ended June 30, 2002, additions to goodwill of $13.7 million relate to additional consideration for earnouts on prior acquisitions. The Company also assessed the finite-lived, identifiable intangible assets for impairment under the undiscounted cash flows approach and concluded there was no impairment.

The changes in the carrying amount of goodwill during the period by reportable segment are summarized as follows (in thousands):

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Prior to the adoption of SFAS 142, the Company amortized goodwill over estimated useful lives ranging from 10 years to 40 years. Had the Company accounted for goodwill consistent with the provisions of SFAS 142 in prior periods, the Company’s income from continuing operations and net income would have been affected as follows:

In August 2001, the FASB issued Statement No. 144 (“SFAS 144”) “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 establishes a single accounting model for long-lived assets to be disposed of, including segments, and supercedes Statement of Financial Accounting Standards No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” and Accounting Principles Board Opinion (APB) No. 30, “Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” Under SFAS No. 144, goodwill will no longer be allocated to long-lived assets, and therefore will no longer be subject to testing for impairment as part of those assets, but will be tested separately under SFAS No. 142. Additionally, SFAS No. 144 broadens the presentation of discontinued operations to include components of an entity rather than being limited to a segment of a business. The Company adopted SFAS 144 as of January 1, 2002. The adoption had no effect on the Company’s financial condition or results of operations.

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Note E — Facility Consolidation, Impairment, and Other Charges

As more fully disclosed in Note 2 of the Company’s notes to the consolidated financial statements in the 2001 Annual Report on Form 10-K, in the fourth quarter of 2001, Company management approved a plan to close and consolidate certain facilities, terminate certain employees, and exit certain other activities. Following is a summary of the liability for these charges, in thousands:

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Sales for the quarter were $2.1 billion, up 1% over the same period in 2001. Income in the quarter increased 1% to $96 million. On a per-share diluted basis, income in the quarter was 55¢, compared to 55¢ in the same quarter of the prior year.

For the six months ended June 30, 2002, sales totaled $4.1 billion, a 2% decrease as compared to the first half of 2001, while net income before the cumulative effect of the change in accounting principle was $183 million, a decrease of 1%. Diluted earnings per share before the cumulative effect of the change in accounting principle were $1.05 for the first six months of 2002, a decrease of 1% compared to the same period in 2001.

Sales for the Automotive Parts Group increased 2.4% for the quarter and 2% for the six months. Fundamentals driving the business, such as an increasing average age of vehicles on the road and miles driven, remain sound and the Company is selectively adding a number of both company owned and independently owned NAPA stores as industry consolidation continues. Sales for the Industrial Parts Group (Motion) were slightly ahead for the quarter and decreased 3% for the six months, and EIS reported a 17% decrease for the quarter and 27% for the six-month period. Motion’s slight improvement for the quarter follows five quarters of sales declines. Some of Motion’s improvement is attributed to share gain in a highly fragmented market. In addition, industrial production has started to show slight improvement. EIS continues to be adversely impacted by their heavy OEM electrical and electronic concentration. Sales for the Office Products Group were up 1% for the quarter and decreased 2% for the six months.

Operating profit for the second quarter ending June 30, 2002 decreased 1% for the Automotive Group compared to an increase of 1% for the six months ended June 30, 2002. The Industrial Group increased 1% for the quarter but decreased 3% in the six months, which is in line with their sales results. S. P. Richards, our Office Products Group, showed improvement in the quarter with a 1% decline, after being down 5% in the first quarter, resulting in a 4% decrease for the six months. EIS, our Electrical/Electronic Materials Group, continued to be down for the six months with a small operating loss.

Cost of goods sold increased slightly as a percentage of net sales compared to the same quarter of the prior year. Selling, administrative and other expenses increased slightly for the quarter and the percentage of selling, administrative and other expenses to net sales decreased slightly, reflecting improved operating efficiencies associated with our cost control and related initiatives.

Cost of goods sold for the six month period of 2002 was flat, as compared to the same period in 2001. Selling, administrative and other expenses decreased 1% for the six months and the percentage of selling, administrative and other expenses to net sales increased slightly. The effective income tax rate decreased from 40% to 39.1%, primarily as a result of the decrease in non-deductible goodwill amortization due to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS 142).

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The major balance sheet categories were relatively consistent with the December 31, 2001 balance sheet. Prepaid expenses and other current assets declined primarily due to the collection of accrued receivables in 2002. Goodwill and other intangible assets declined due to the January 1, 2002 adoption of a new accounting principle, as discussed below. The change on long-term debt is discussed below.

During the first quarter of 2002, the Company completed its transitional impairment testing as required by SFAS 142. As a result, a non-cash charge of $395.1 million was recorded as of January 1 representing the cumulative effect of a change in accounting principle. Most of the goodwill written down is in connection with acquisitions made in 1998 and 1999 where the discounted cash flows did not support the carrying amount of the goodwill recorded. The breakdown of this impairment by reportable segment is summarized as follows, in thousands:

In addition, the adoption of the non-amortization provisions of SFAS 142 resulted in a decrease in amortization expense of $6 million, or $.03 per share, for the six month period ended June 30, 2002.

In 2001, the Company’s management approved a plan to close and consolidate certain facilities, terminate certain employees, and exit certain other activities. Following is a summary of the liability for these charges (in 000’s):

There have been no changes to the Company’s plans or estimates at December 31, 2001, and no additional charges were recorded in the six month period ended June 30, 2002 related to management’s plan. In addition, the Company has not experienced any significant declines in net sales as a result of the facility consolidations completed through June 30, 2002, and none are anticipated. The Company anticipates that all significant activities associated with the plan will be completed by December 31, 2002.

The Company’s long-term debt decreased by approximately $160 million in the six months ended June 30, 2002. The decline in borrowings is primarily attributable to cash generated from operating activities of $205.4 million and $35.3 million in cash generated from stock option exercises. In addition, the Company had minimal stock repurchases in the six months ended June 30, 2002.

The Company is currently a party to several interest rate swap agreements. The change in the fair value of these agreements and charges associated with the termination of swap agreements during the quarter was not significant. A 100 basis point movement (decrease) in the interest rates would not have a significant adverse impact on the Company’s cash flows or results of operations. Actual changes may differ from the assumed 100 basis point movement used in assessing the potential exposure.

The ratio of current assets to current liabilities is 3.3 to 1 and the Company’s cash position is good. The Company believes existing lines of credit and cash generated from operations will be sufficient to fund future operations.

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Item 3.

Quantitative and Qualitative Disclosure of Market Risk

The information called for by this item is provided under Item 2.

Forward-Looking Statements:

Statements in this report constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that its forward-looking statements involve risks and uncertainties. The Company undertakes no duty to update its forward-looking statements, which reflect the Company’s beliefs, expectations, and plans as of the present. Actual results or events may differ materially from those indicated as a result of various important factors. Such factors include, but are not limited to, changes in general economic conditions, the growth rate of the market for the Company’s products and services, the ability to maintain favorable supplier arrangements and relationships, competitive product and pricing pressures, the effectiveness of the Company’s promotional, marketing and advertising programs, changes in laws and regulations, including changes in accounting and taxation guidance, the uncertainties of litigation, as well as other risks and uncertainties discussed from time to time in the Company’s filings with the Securities and Exchange Commission.

PART II — OTHER INFORMATION

Item 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

During the second quarter of 2002, the Company issued an aggregate of 9,427 shares of Company stock pursuant to an earnout in connection with the acquisition of Hunt Automotive. These shares are in addition to an aggregate 42,939 shares that were issued in prior periods in connection with the Hunt acquisition. All such shares were issued in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and the regulations there under.

Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The 2002 Annual Meeting of Shareholders of the Company was held on April 15, 2002, pursuant to notice given to shareholders of record on February 7, 2002, at which date there were 173,820,966 shares of Common Stock outstanding. At the Annual Meeting, the shareholders elected four Class I directors with terms to expire at the 2005 Annual Meeting. As to the following named individuals, the holders of 158,273,339 shares of the Company’s Common Stock voted as follows:

The following individuals’ term of office as a director continued after the Annual Meeting:

The shareholders also ratified the selection of Ernst & Young LLP as independent auditors of the Company for 2002. The holders of 155,019,556 shares of Common Stock voted in favor of the ratification, holders of 2,320,047 shares voted against, holders of 933,736 shares abstained, and there were no broker non-votes.

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Item 6. Exhibits and Reports on Form 8-K

(a)

The following exhibits are filed as part of this report:

(b)

No reports on Form 8-K were filed by the registrant during the quarter ended June 30, 2002.

SIGNATURES

Pursuant to the requirements 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.

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