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SECURITIES AND EXCHANGE COMMISSION

OR

GENUINE PARTS COMPANY

2999 Circle 75 Parkway, Atlanta, Georgia 30339

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

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. [ ]

     Indicate by check mark whether the registrant is an accelerated filer (as described in Exchange Act Rule 12b-2). Yes [X]      No [ ]

     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 March 4, 2003) held by non-affiliates as of March 4, 2003 was approximately $4,811,183,040.

     The number of shares outstanding of Registrant’s Common Stock, as of March 4, 2003: 174,025,755

     Certain portions of the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2002 (the “Annual Report”) are incorporated by reference into this Form 10-K. Other than those portions of the Annual Report specifically incorporated by reference pursuant to Items 5 through 8 of Part II hereof, no other portions of the Annual Report shall be deemed so incorporated.

     Certain portions of the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 21, 2003 (the “Proxy Statement”) filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended, are incorporated by reference into this Form 10-K. Other than those portions of the Proxy Statement specifically incorporated by reference pursuant to Items 10 through 13 of Part III hereof, no other portions of the Proxy Statement shall be deemed so incorporated.

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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 2002, business was conducted throughout the United States, in Canada and in Mexico from approximately 1,800 locations. 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. For information regarding segment data, refer to the Company’s Audited Financial Statements as set forth on Pages 17 and 37 of the Annual Report to Shareholders for 2002.

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, 2002, the Company employed approximately 30,700 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 300,000 available part numbers, the Company, in conjunction with NAPA, offers complete inventory, cataloging, marketing, training and other programs in the automotive aftermarket.

     During 2002, 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 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 minority or majority interest; auto parts stores in Canada operated by corporations in which UAP owned a 50% interest; distribution centers owned by Balkamp, Inc., a majority-owned subsidiary; rebuilding plants owned by the Company and operated by its Rayloc division; distribution centers of ACDelco, Motorcraft and other automotive supplies owned and operated by Johnson Industries, a wholly-owned subsidiary; 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 controlling interest.

     The Company has 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, SUV’s, buses, motorcycles, recreational vehicles and farm vehicles. In addition, the Company distributes replacement parts for small engines, 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, industrial concerns and individuals who perform their own maintenance and parts installation. Although the Company’s domestic automotive operations purchase from more than 65 different suppliers, approximately 58% of 2002 automotive parts inventories were purchased from 10 major suppliers. Since 1931, the Company

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has had return privileges with most of its suppliers, which has protected the Company from inventory obsolescence.

Distribution System. In 2002, Genuine Parts Company operated 57 domestic NAPA automotive parts distribution centers located in 37 states and approximately 900 domestic company-owned NAPA AUTO PARTS stores located in 43 states. At December 31, 2002, Genuine Parts Company owned either a minority or majority interest in 31 corporations, which operated approximately 53 auto parts stores in 19 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 employs approximately 4,000 people. UAP operates a network of 15 distribution centers supplying approximately 600 UAP/NAPA auto parts and 54 TRACTION wholesalers, which supply parts to small fleet owners-operators and are a significant supplier to the mining and forestry industries. These include approximately 202 company owned stores, 24 joint venture or progressive owners in which UAP owns a 50% interest, and approximately 430 independently owned stores. UAP supplies bannered installers and independent installers in all provinces of Canada, as well as networks of service station and repair shops operating under the banners of national accounts. UAP is licensed to and uses the NAPA® name in Canada.

     In Mexico, Auto Todo owns and operates 10 distribution centers and 18 auto parts stores. Auto Todo is licensed to and uses the NAPA® 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 0.5% of the total sales of the Company.

Products. Distribution centers have access to over 300,000 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 that 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® 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 that are distributed to the members of NAPA. These products are categorized in 160 different product groups purchased from more than 400 domestic suppliers and 130 foreign manufacturers. BALKAMP®, a federally registered trademark, is important to the sales and marketing promotions of the Balkamp organization. Balkamp has four distribution centers located in Indianapolis and Plainfield, Indiana, Greenwood, Mississippi, and West Jordan, Utah.

     Johnson Industries (“Johnson”), a wholly-owned subsidiary of the Company, is an independent distributor of ACDelco, Motorcraft and other automotive supplies. Johnson, founded in 1924, sells primarily to large fleets and new car dealers as well as providing ACDelco products to NAPA members. Johnson has 11 distribution centers throughout the U.S.

     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 the NAPA brand name. Rayloc® is a mark licensed to the Company by NAPA.

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Segment Data. In the year ended December 31, 2002, sales from the Automotive Parts Group approximated 52% of the Company’s net sales as compared to 51% in 2001 and 50% in 2000.

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 advantage for 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 independent jobbers 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® (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 2002 operated 64 distribution centers located throughout the United States, 57 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® as part of the trade name of their distribution centers and parts 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 related supplies. The Group is continuing to enhance their internet-based procurement solutions with MotionMRO.com.

     The Company distributes industrial parts in the United States through Motion Industries, Inc. (“Motion”), headquartered in Birmingham, Alabama. Motion Industries is a wholly-owned subsidiary of the Company. In Canada, industrial parts are distributed by Motion Industries (Canada), Inc. [“Motion (Canada)”], an operating group in the North American structure. Motion (Canada)’s service area includes nine provinces of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland, Nova Scotia, Ontario, Quebec, and Saskatchewan. In Mexico, industrial parts are distributed by another operating division, Motion Industries (Mexico) [(“Motion (Mexico)”], through a partnership with power transmission specialist Refacciones Industriales de Mexico (RIMSA). Motion (Mexico) serves the market through seven locations in seven major Mexican cities. The Company has return privileges with most of its suppliers, which has protected the Company from inventory obsolescence.

     As of December 31, 2002, the Group served more than 150,000 customers in all types of industries located throughout the United States, Mexico and Canada.

Distribution System. In North America, the Industrial Parts Group operates 466 branches, nine distribution centers, and 29 service centers. The distribution centers stock and distribute more than 200,000 different items purchased from more than 250 different suppliers. Approximately 62% of 2002 total industrial purchases were made from 10 major suppliers. Sales are generated from the Group’s branches located in 48 states, nine provinces in Canada, and seven 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 two distribution centers for the 64 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 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 process 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, 2002, sales from the Company’s Industrial Parts Group approximated 27% of the Company’s net sales as compared to 27% in 2001 and 28% in 2000.

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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 business related products that 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 furniture, office machines, general office supplies, school supplies, janitorial supplies and breakroom supplies.

     Horizon USA Data Supplies, Inc., a wholly-owned subsidiary of S. P. Richards, is a distributor of computer supplies and accessories. In 2002, HorizonUSA opened a new facility in Vancouver, Canada and in December 2002 moved into a new headquarters and distribution center in Reno, Nevada.

     The Office Products Group is represented in Canada through S. P. Richards Canada. Headquartered near Vancouver, British Columbia, S. P. Richards Canada services office product resellers throughout Canada from locations in Vancouver, Toronto, Calgary and Winnipeg.

     The Office Products Group distributes computer supplies including storage media, printer supplies and computer accessories; office furniture to include desks, credenzas, chairs, chair mats, partitions, files and computer furniture; office machines to include telephones, answering machines, calculators, fax machines, multi-function copiers, printers, digital cameras, laminators and shredders; general office supplies to include desk accessories, business forms, accounting supplies, binders, filing supplies, report covers, writing instruments, envelopes, note pads, copy paper, mailroom supplies, drafting supplies and audiovisual supplies; school supplies to include bulletin boards, teaching aids and art supplies; janitorial supplies to include cleaning supplies, paper towels and trash can liners; and breakroom supplies to include napkins, utensils, snacks and beverages. S. P. Richards has return privileges with most of its suppliers, which has protected the Company from inventory obsolescence.

     The Office Products Group distributes more than 30,000 items to over 7,000 business product resellers throughout the United States and Canada from a network of 43 distribution centers. This network of strategically located distribution centers provides overnight delivery of the Company’s comprehensive product offering. Approximately 62% of the Company’s 2002 total office products purchases were made from 10 major suppliers.

     The Office Products Group sells strictly to resellers of office products. These resellers include independently owned office product dealers, national office product superstores, large contract stationers, mail order companies and college bookstores. Resellers are offered comprehensive marketing programs, which include full line catalogs and flyers as well as education and training resources.

     While the Company inventories include products from over 350 of the industry’s leading manufacturers, S. P. Richards also markets four proprietary brands of items. These brands include: SPARCO®, an economical line of office supply basics; Compucessory™, a line of computer accessories; NATURE SAVER®, an offering of recycled paper products and Elite Image™, a line of new and remanufactured toner cartridges.

Segment Data. In the year ended December 31, 2002, sales from the Company’s Office Products Group approximated 17% of the Company’s net sales as compared to 17% in 2001 and 16% in 2000.

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.

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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 33 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 actively utilizes its E-commerce Internet site to present its products to customers while allowing these on-line visitors to conveniently purchase from a large product assortment.

     In 2002, the Company distributed electrical materials through EIS, headquartered in Atlanta, Georgia. Electronic materials were distributed through EIS’s operating divisions, Com-Kyl and Circuit Supply. Both electrical and electronic products are distributed from warehouse locations in major user markets throughout the U.S. The Company has return privileges with most of its suppliers, which has protected the Company from inventory obsolescence.

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 62% of 2002 total Electrical/Electronic Materials Group purchases were made from 10 major suppliers.

Integrated Supply. The Electrical/Electronic Materials Group’s integrated supply programs are a part of the marketing strategy, as a greater number of customers—especially national accounts—are given the opportunity to participate in this low-cost, high-service capability. The Group developed AIMS (Advanced Inventory Management System), a totally integrated, highly automated solution for inventory management. The Group’s Integrated Supply offering also includes SupplyPro, an electronic vending dispenser used to eliminate costly tool crib, or in-house stores, at customer warehouse facilities.

Segment Data. In the year ended December 31, 2002 sales from the Company’s Electrical/Electronic Materials Group approximated 4% of the Company’s sales, as compared to 5% in 2001 and 6% in 2000.

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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Internet Website. The Company’s internet website can be found at www.genpt.com. The Company makes available free of charge on or through our internet website, access to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is filed, or furnished, to the Securities and Exchange Commission.

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 March 4, 2003, 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.

*

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.

Forward Looking Statements. Statements in this report or incorporated herein 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.

ITEM 2. PROPERTIES.

     The Company’s headquarters and Automotive Parts Group headquarters are located in two adjacent office buildings owned by Genuine Parts Company in Atlanta, Georgia.

     The Company’s Automotive Parts Group currently operates 57 NAPA Distribution Centers in the United States distributed among four geographic divisions. Approximately 90% of the distribution center properties are owned by the Company. At December 31, 2002, the Company operated approximately 900 NAPA AUTO PARTS stores located in 43 states, and the Company owned either a minority or majority interest in approximately 31 additional auto parts stores located in 19 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 15 distribution centers and approximately 226 automotive parts and TRACTION stores in Canada, and Auto Todo operates 10 distribution centers and 18 stores in Mexico. The Company’s Automotive Parts Group also operates four Balkamp distribution centers, five Rayloc rebuilding plants, one transfer and shipping facility, and eleven Johnson Industries distribution centers.

     The Company’s Industrial Parts Group, operating through Motion, Motion (Canada) and Motion (Mexico), operates 9 distribution centers, 29 service centers and 466 branches. Approximately 90% of these branches are operated in leased facilities.

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     The Company’s Office Products Group operates 39 facilities in the United States and 4 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 31 cities in the United States and 2 cities in Mexico. All of this Group’s 33 facilities are operated in leased buildings except one facility, which is owned.

     For additional information regarding rental expense on leased properties, see “Note 6 of Notes to Consolidated Financial Statements” on Page 34 of the Company’s Annual Report to Shareholders for the year ended December 31, 2002.

ITEM 3. LEGAL PROCEEDINGS.

     The Company is subject to various legal and governmental proceedings, many involving routine litigation incidental to the businesses, including several hundred product liability lawsuits resulting from its national distribution of automotive parts and supplies. Many of these involve claims of personal injury allegedly resulting from the use of automotive parts distributed by the Company. While litigation of any type contains an element of uncertainty, the Company believes that its defense and ultimate resolution of pending and reasonably anticipated claims will continue to occur within the ordinary course of the Company’s business, and that resolution of these claims will not have a material adverse effect on the Company’s operations or consolidated business and financial condition.

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 16 of the Company’s Annual Report to Shareholders for the year ended December 31, 2002, and is incorporated herein by reference. 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 6. SELECTED FINANCIAL DATA.

     Information required by this item is set forth under the heading “Selected Financial Data” on Page 16 of the Company’s Annual Report to Shareholders for the year ended December 31, 2002, and is incorporated herein by reference.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     Information required by this item is set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on Pages 18 through 23 of the Company’s Annual Report to Shareholders for the year ended December 31, 2002, and is incorporated herein by reference.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Information related to this item is set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on Pages 18 through 23 and under “Note 4 – Credit Facilities” on Page 33 of the Company’s Annual Report to Shareholders for the year ended December 31, 2002, and 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 17 and 25 through 37, in “Report of Independent Auditors” on Page 24, and under the heading “Quarterly Results of Operations” on Page 23, of the Company’s Annual Report to Shareholders for the year ended December 31, 2002, 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 3 through 4 of the definitive proxy statement for the Company’s Annual Meeting to be held on April 21, 2003, and is incorporated herein by reference. Certain information required by this Item is included in and incorporated by reference to Item 1 of Part I of this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION.

     Information required by this item is set forth under the heading “Executive Compensation and Other Benefits” on Pages 9 through 11, and under the headings “Compensation, Nominating and Governance Committee Interlocks and Insider Participation”, “Compensation Pursuant to Plans” and “Termination of Employment and Change of Control Arrangements” on Pages 13 through 17 of the definitive proxy statement for the Company’s Annual Meeting to be held on April 21, 2003, and is incorporated herein by reference. In no event shall the information contained in the definitive proxy statement for the Company’s 2002 Annual Meeting on Pages 11 through 13 under the heading “Compensation, Nominating and Governance Committee Report on Executive Compensation”; on Pages 18 and 19 under the heading “Performance Graph”; or on Page 19 under the heading “Audit Committee Report” be incorporated herein by reference.

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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 6 through 9 of the definitive proxy statement for the Company’s Annual Meeting to be held on April 21, 2003, and is incorporated herein by reference.

Equity Compensation Plan Information

     The following table gives information as of December 31, 2002 about the common stock that may be issued under all of the Company’s existing equity compensation plans.

Directors’ Deferred Compensation Plan

     The Company established, effective as of November 1, 1996, a nonqualified, unfunded deferred compensation plan known as the Genuine Parts Company Directors’ Deferred Compensation Plan. This plan is open to all non-employee directors of the Company and permits participants to defer the receipt of all of their director fees and/or meeting fees until a specified date, which must be at least two calendar years following the date of the election to defer. Participants may elect to have the deferred amounts allocated to an interest bearing account or an account that is credited with Company common stock equivalents. Each participant may elect to receive payment of the deferred amounts in cash or shares of Company common stock. The shares of Company common stock distributable to directors under this plan must be previously issued and repurchased shares and may not be original issue shares. A maximum of 1,000,000 shares of common stock may be distributed under this plan.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Not applicable.

ITEM 14. CONTROLS AND PROCEDURES.

Within the 90-day period prior to the date of this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding disclosure. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date that Company management conducted its evaluation.

PART IV.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)

(1) and (2) The response to this portion of Item 15 is submitted as a separate section of this report.

(3) The following Exhibits are filed as part of this report in Item 15(c):

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*

Indicates executive compensation plans and arrangements.

(b)		Reports on Form 8-K. There were no Reports on Form 8-K filed for the quarter ended December 31, 2002.
(c)		Exhibits. The response to this portion of Item 15 is submitted as a separate section of this report.
(d)		Financial Statement Schedules. The response to this portion of Item 15 is submitted as a separate section of this report.

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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

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     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.

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CERTIFICATIONS

I, Larry L. Prince, certify that:

1.		I have reviewed this annual report on Form 10-K of Genuine Parts Company;
2.		Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.		Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
	c)		presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.

The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 21, 2003

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I, Jerry W. Nix, certify that:

1.		I have reviewed this annual report on Form 10-K of Genuine Parts Company;
2.		Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.		Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
	c)		presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)		all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.

The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 21, 2003

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Annual Report on Form 10-K

Item 15(a)(1) and (2), (c) and (d)

List of Financial Statements

Certain Exhibits

Year Ended December 31, 2002

Genuine Parts Company

Atlanta, Georgia

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Form 10-K - Item 15(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, 2002, are incorporated by reference in Item 8:

			Consolidated balance sheets - December 31, 2002 and 2001
			Consolidated statements of income - Years ended December 31, 2002, 2001, and 2000
			Consolidated statements of cash flows - Years ended December 31, 2002, 2001, and 2000
			Notes to consolidated financial statements - December 31, 2002

The following consolidated financial statement schedule of Genuine Parts Company and subsidiaries is included in Item 15(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.

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Annual Report on Form 10-K
Item 15(d)
Financial Statement Schedule II – Valuation and Qualifying Accounts
Genuine Parts Company and Subsidiaries

		1 Uncollectible accounts written off, net of recoveries.
		2 Facility consolidation expenses paid.
		3 Facility consolidation expenses accrued.

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ANNUAL REPORT ON FORM 10-K

ITEM 15(a)(3)

LIST OF EXHIBITS

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The following Exhibits are incorporated by reference as set forth in Item 15 on pages 12-17 of this Form 10-K:

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