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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1998
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 11, 1999) held by non-affiliates as of
February 11, 1999 was approximately $5,431,852,750.
The number of shares outstanding of Registrant's Common Stock, as of
February 11, 1999: 179,536,256
Documents Incorporated by Reference:
- Portions of the Annual Report to Shareholders for the fiscal
year ended December 31, 1998, 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 19, 1999 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 1998, business was conducted throughout most
of the United States, in Canada and in Mexico from approximately 1,700
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 1998, 1997 and 1996 attributable to each of the Company's groups of
products which the Company believes indicate segments of its business. Sales to
unaffiliated customers are the same as net sales.
1998 1997 1996
----------- ----------- -----------
(in thousands)
NET SALES
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Automotive Parts $ 3,262,406 $ 3,071,153 $ 3,008,105
Industrial Parts 2,008,789 1,853,270 1,677,859
Office Products 1,122,420 1,080,822 1,034,510
Electrical/Electronic Materials 220,417 -- --
----------- ----------- -----------
TOTAL NET SALES $ 6,614,032 $ 6,005,245 $ 5,720,474
=========== =========== ===========
OPERATING PROFIT
----------------
Automotive Parts $ 343,629 $ 325,188 $ 322,956
Industrial Parts 176,456 166,367 151,129
Office Products 113,821 110,793 103,439
Electrical/Electronic Materials 12,030 -- --
----------- ----------- -----------
TOTAL OPERATING PROFIT 645,936 602,348 577,524
Interest Expense (20,096) (13,365) (8,498)
Corporate Expense (32,186) (26,943) (29,057)
Equity in Income from Investees 3,329 6,730 9,398
Goodwill Amortization (5,157) (1,624) (1,548)
Minority Interests (2,709) (1,546) (2,586)
----------- ----------- -----------
INCOME BEFORE INCOME TAXES $ 589,117 $ 565,600 $ 545,233
=========== =========== ===========
ASSETS
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Automotive Parts $ 1,966,774 $ 1,623,644 $ 1,478,023
Industrial Parts 671,454 584,356 524,998
Office Products 442,220 380,804 376,616
Electrical/Electronic Materials 147,074 -- --
Corporate Assets 18,385 18,611 15,662
Goodwill and Equity Investments 354,473 146,948 126,332
----------- ----------- -----------
TOTAL ASSETS $ 3,600,380 $ 2,754,363 $ 2,521,631
=========== =========== ===========
Net Sales
---------
United States $ 6,535,020 $ 5,977,012 $ 5,697,053
Canada 79,012 28,233 23,421
----------- ----------- -----------
Total Net Sales $ 6,614,032 $ 6,005,245 $ 5,720,474
=========== =========== ===========
Net Property, Plant And Equipment
---------------------------------
United States $ 345,049 $ 370,751 $ 344,002
Canada 58,959 1,763 1,993
----------- ----------- -----------
Total Net Property, Plant and Equipment $ 404,008 $ 372,514 $ 345,995
=========== =========== ===========
For additional information regarding segment data, see Page 26 of Annual Report
to Shareholders for 1998.
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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, 1998, the Company employed approximately 32,000
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 approximately 200,000 part numbers that are
available, the Company, in conjunction with NAPA, offers complete inventory,
accounting, cataloging, marketing, training and other programs in the automotive
aftermarket.
During 1998, 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/NAPA Automotive Western Partnership
("UAP/NAPA"); 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 auto parts stores in Mexico, owned and operated by
Grupo Auto Todo, S.A. de C.V. ("Auto Todo"), a joint venture company in which a
wholly owned subsidiary of Genuine Parts Company owns a 49% interest. In
December, 1998, the Company acquired UAP Inc. UAP Inc. is Canada's leading
automotive parts distributor and was a joint venture partner with the Company
for ten years.
In January, 1999, the Company completed another addition to the
Automotive Parts Group with the acquisition of Johnson Industries, Inc. Johnson
Industries, an independent distributor of ACDelco, Motorcraft, and other
automotive supplies, was founded in 1924. The Atlanta, Georgia based company has
distribution facilities in Atlanta, Harrisburg, Pennsylvania, and Dallas, Texas,
as well as small operations in Santiago, Chile and Monterrey, Mexico. Johnson
stocks 50,000 SKU's and sells primarily to large fleets and new car dealers.
Being an industry leader who is extremely service oriented, they offer the
Company significant growth opportunity.
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, 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 1998 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 1998, 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, 1998, Genuine Parts Company owned a 51% interest in 178 corporations and a
70% interest in five corporations which operated 254 auto parts stores in 37
states.
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UAP, founded in 1926, is a Canadian leader in the distribution,
marketing, and rebuilding of replacement parts and accessories for automobiles,
trucks, and industrial machinery. UAP has annual sales of approximately $765
million Canadian ($500 million US) and employs approximately 5,300 people. UAP
operates a network of 16 distribution centers supplying approximately 650
UAP/NAPA auto parts wholesalers. These include approximately 250 company owned
stores, 25 joint venture or progressive owners, and approximately 375
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 18 distribution centers and 18
auto parts stores. Auto Todo is licensed to and uses the NAPA(R) name in Mexico.
The Company's 49% interest in Auto Todo is accounted for by the equity method of
accounting.
The Company's distribution centers serve approximately 4,850
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 auto parts stores
account for approximately 29% of the Company's total sales with no auto parts
store or group of auto 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 approximately 200,000 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.
SEGMENT DATA. In the year ended December 31, 1998, sales from the Automotive
Parts Group approximated 49% of the Company's net sales as compared to 51% in
1997 and 53% in 1996.
SERVICE TO NAPA AUTO PARTS STORES. The Company believes that the quality and the
range of services provided to its auto 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
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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 1998 operated 71
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.
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.
In 1998, the Company distributed industrial parts in the United States
through Motion Industries, Inc. ("Motion"), headquartered in Birmingham,
Alabama, and Motion's operating division, Berry Bearing Company ("Berry
Bearing"), headquartered in Chicago, Illinois. Motion is a wholly owned
subsidiary of the Company. On January 1, 1999, Berry Bearing was merged into
Genuine Parts 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
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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. An affiliate relationship in Mexico allows Motion to provide
the Mexican industrial sector with industrial parts.
In January 1998 the Industrial Group doubled its Canadian operations
through the acquisition of the Premier Industrial Division of UAP Inc. which
consisted of nine branches. Motion Industries expanded its presence in the
Pacific Northwest with the acquisition in April of Cascade Bearing and
Hydraulics with its two locations at Yakima and Pasco. In October, the Company
also completed acquisition of Blytheville Bearing and Supply Company of
Blytheville, Arkansas, and Hub Tool & Supply, Inc. of Wichita, Kansas.
Additionally, Motion opened 15 new branch locations throughout the United States
and Canada in 1998.
As of December 31, 1998, the Group served more than 165,000 customers
in all types of industries located throughout the United States, Mexico and
Canada.
DISTRIBUTION SYSTEM. In the United States, the Industrial Parts Group operates
446 locations including: eight distribution centers, two re-distribution
centers, and 31 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 which need the
inventory. Approximately 61% of 1998 total industrial purchases were made from
10 major suppliers. Sales are generated from the Group's branches located in 46
states and seven provinces in Canada. 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 21 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 solutions continued to gain
momentum in 1998, during which the Company's integrated supply group trademarked
its name TRICOM -- the system, the service, the solution to differentiate and
build brand distinction. 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, 1998, sales from the Company's
Industrial Parts Group approximated 31% of the Company's net sales as compared
to 31% in 1997 and 29% in 1996.
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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 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.
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.
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 48 facilities located in 31 states and Western
Canada. Approximately 58% of 1998 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 and CompuCessory(TM)
brand of computer supplies and accessories.
SEGMENT DATA. In the year ended December 31, 1998, sales from the Company's
Office Products Group approximated 17% of the Company's net sales as compared to
18% in 1997 and 18% in 1996.
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 42 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.
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In 1998, the Company distributed electrical materials through EIS,
headquartered in Atlanta, Georgia. Electronic materials were distributed through
EIS's operating divisions, Com-Kyl, headquartered in Sunnyvale, CA, and
CircuitSupply, headquartered in San Francisco, CA. EIS, Com-Kyl and
CircuitSupply are wholly owned subsidiaries of EIS.
In 1998, EIS acquired NTI, Scottsdale Tool & Supply, and Electronic
Tool Company. NTI (New Technologies, Inc.), of Hartford, CT supplies the
Northeast United States with printed circuit manufacturing materials. This
acquisition made EIS one of the largest distributors of these products in that
market. Scottsdale Tool & Supply is headquartered in Phoenix, AZ with locations
in El Paso, TX; Dallas, TX; San Diego, CA; Albuquerque, NM; Denver, CO; Nogales,
AZ; and Guadalajara, Mexico. Scottsdale sells production aids and supplies to
the electronic assembly marketplace. Electronic Tool Company (ETCO) is
headquartered in New York and also sells production aids and supplies to the
electronic assembly marketplace. 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 1998 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 1999, 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, 1998 sales from the Company's
Electrical/Electronic Materials Group approximated 3% of the Company's sales.
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
11, 1999, 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 60 Chairman of the Board of Directors and 1990/1989
Chief Executive Officer
Thomas C. Gallagher 51 President and Chief Operating Officer 1990
Robert J. Breci 63 Executive Vice President 1987
George W. Kalafut 64 Executive Vice President-Finance and Administration * 1991
Robert E. McKenna 54 President-U.S. Automotive Parts Group 1998
Keith M. Bealmear 52 Group Vice President 1994
Glenn M. Chambers 42 Group Vice President 1998
Albert T. Donnon, Jr. 51 Group Vice President 1993
Edward Van Stedum 49 Senior Vice President-Human Resources 1996
* Also serves as the Company's Principal Financial and Accounting Officer.
All executive officers except Mr. Van Stedum and Mr. McKenna have been
employed by and have served as officers of the Company for at least the last
five years. Prior to his joining the Company in May, 1994, Mr. Van Stedum owned
and operated a consulting company in Atlanta, Georgia, that performed various
services for the Company's Personnel Department. Prior to his joining the
Company in January, 1998, Mr. McKenna served as Chairman of the Board of
Directors and President of NAPA, a position he held for the past 14 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, 1998, the Company owned approximately 750 NAPA AUTO
PARTS stores located in 43 states, and the Company owned either a 51% or 70%
interest in 254 additional auto parts stores located in 37 states. Other than
NAPA AUTO PARTS stores located within Company owned distribution centers, most
of the auto parts stores in which the Company has an ownership interest were
operated in leased facilities. In addition, UAP operated 16 distribution centers
and approximately 275 auto 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 8 distribution centers, 2 redistribution centers, 31
service centers and 405 branches. Approximately 90% of these branches are
operated in leased facilities.
The Company's Office Products Group operates 47 facilities in the
United States and 1 facility in Canada distributed among the Group's six
geographic divisions. Approximately 75% of these facilities are operated in
leased buildings.
The Company's Electrical/Electronic Materials Group operates in 42
cities in the United States and Mexico. All of this Group's 46 facilities are
operated in leased buildings except its Cleveland facility, which is owned.
For additional information regarding rental expense on leased
properties, see "Note 5 of Notes to Consolidated Financial Statements" on Page
32 of Annual Report to Shareholders for the year ended 1998.
-9-
10
ITEM 3. LEGAL PROCEEDINGS.
Not applicable.
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, 1998, and is incorporated herein by reference.
The Company has made no unregistered sales of securities during the year ended
December 31, 1998.
On July 1, 1998, the Company acquired EIS, Inc. and subsidiaries
("EIS") for a combination of cash and stock valued at approximately
$180,000,000, which includes certain non competition agreements. On the closing
date of the EIS acquisition, the Company issued approximately 1,963,881 shares
of Company common stock to the EIS shareholders and the Company issued options
to acquire approximately 659,524 shares of Company common stock. In addition,
on March 31, 2000 approximately 575,566 additional shares of GPC Common Stock
may be issued to former EIS shareholders, subject to reduction for
indemnification claims. 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 thereunder.
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, 1998, 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 23, 24 and 25 of Annual Report
to Shareholders for the year ended December 31, 1998, and is incorporated herein
by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOVE MARKET RISK.
The Company has no significant market risk sensitive instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required by this item is set forth in the consolidated
financial statements on Pages 26 through 35, in "Report of Independent Auditors"
on Page 22, and under the heading "Quarterly Results of Operations" on Page 25,
of Annual Report to Shareholders for the year ended December 31, 1998, 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 through 4 of the definitive proxy statement for the Company's
Annual Meeting to be held on April 19, 1999, 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 and 9, 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 15 of the definitive proxy statement
for the Company's Annual Meeting to be held on April 19, 1999, and is
incorporated herein by reference. In no event shall the information contained in
the definitive proxy statement for the Company's 1999 Annual Meeting on Pages 9
through 11 under the heading "Compensation and Stock Option Committee Report on
Executive Compensation" or on Pages 16 and 17 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 19, 1999, and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is set forth under the heading
"Compensation Committee Interlocks and Insider Participation" on Page 12 of the
definitive proxy statement for the Company's 1999 Annual Meeting to be held on
April 19, 1999, 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 5, 1993.)
Exhibit 4.1 Shareholder Protection Rights Agreement, dated as of
November 20, 1989, between the Company and Trust
Company Bank, as Rights Agent. (Incorporated herein
by reference from the Company's Report on Form 8-K,
dated November 20, 1989.)
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.
Exhibit 10.1 * 1988 Stock Option Plan. (Incorporated herein by
reference from the Company's Annual Meeting Proxy
Statement, dated March 9, 1988.)
-11-
12
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.)
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.)
-12-
13
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.
Exhibit 10.20 * Amendment No. 5 to the Genuine Parts Company Pension
Plan, dated August 7, 1997.
Exhibit 10.21 * Amendment No. 6 to the Genuine Parts Company Pension
Plan, dated October 6, 1997, effective January 1,
1997.
Exhibit 10.22 * Amendment No. 3 to the Genuine Partnership Plan,
dated August 7, 1997.
Exhibit 10.23 * Amendment No. 3 to the Genuine Parts Company
Supplemental Retirement Plan, dated August 29, 1997,
effective August 15, 1997.
Exhibit 10.24 * Genuine Parts Company Death Benefit Plan, effective
July 15, 1997.
Exhibit 10.25 * Amendment No. 4 to the Genuine Partnership Plan,
dated August 19, 1998, effective January 1, 1998.
Exhibit 10.26 * Amendment No. 5 to the Genuine Partnership Plan,
dated December 7, 1998, effective January 1, 1999.
Exhibit 10.27 * Amendment No. 6 to the Genuine Partnership Plan,
dated December 7, 1998, effective January 1, 1994.
Exhibit 10.28 * Amendment No. 7 to the Genuine Parts Company Pension
Plan, dated August 19, 1998, effective January 1,
1998.
Exhibit 10.29 * Genuine Parts Company 1999 Long-Term Incentive Plan.
Exhibit 10.30 * Genuine Parts Company 1999 Annual Incentive Bonus
Plan.
* Indicates executive compensation plans and arrangements.
-13-
14
Exhibit 13 The following sections and pages of the 1998 Annual
Report to Shareholders:
- Selected Financial Data on Page 21
- Market and Dividend Information on Page 21
- Management's Discussion and Analysis on Pages 23-25
- Quarterly Results of Operations on Page 25
- Segment Data on Page 26
- Report of Independent Auditors on Page 22
- Consolidated Financial Statements and Notes to
Consolidated Financial Statements on Pages 26-35.
Exhibit 21 Subsidiaries of the Company
Exhibit 23 Consent of Independent Auditors
Exhibit 27 Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the
Registrant during the last quarter of the fiscal year.
(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.
-14-
15
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 3/10/99 /S/ GEORGE W. KALAFUT 3/10/99
- ---------------------------------- -----------------------------------------
LARRY L. PRINCE (Date) GEORGE W. KALAFUT (Date)
Chairman of the Board Executive Vice President -
and Chief Executive Officer Finance and Administration and
Principal Financial and Accounting Officer
-15-
16
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 2/15/99 /S/ BRADLEY CURREY, JR. 2/15/99
- ----------------------------------------------------- ----------------------------------------------------
RICHARD W. COURTS II (Date) BRADLEY CURREY, JR. (Date)
Director Director
/S/ JEAN DOUVILLE 2/15/99 /S/ ROBERT P. FORRESTAL 2/15/99
- ----------------------------------------------------- ----------------------------------------------------
JEAN DOUVILLE (Date) ROBERT P. FORRESTAL (Date)
Director Director
/S/ THOMAS C. GALLAGHER 2/15/99 /S/ STEPHEN R. KENDALL 2/15/99
- ----------------------------------------------------- ----------------------------------------------------
THOMAS C. GALLAGHER (Date) STEPHEN R. KENDALL (Date)
Director Director
President and Chief Operating Officer
/S/ J. HICKS LANIER 2/15/99 /S/ LARRY L. PRINCE 2/15/99
- ----------------------------------------------------- ----------------------------------------------------
J. HICKS LANIER LARRY L. PRINCE (Date)
Director Director
Chairman of the Board and Chief Executive Officer
/S/ ALANA S. SHEPHERD 2/15/99 /S/ LAWRENCE G. STEINER 2/15/99
- ----------------------------------------------------- ----------------------------------------------------
ALANA S. SHEPHERD (Date) LAWRENCE G. STEINER (Date)
Director Director
/S/ JAMES B. WILLIAMS 2/15/99
- -----------------------------------------------------
JAMES B. WILLIAMS (Date)
Director
-16-
17
ANNUAL REPORT ON FORM 10-K
ITEM 14(A)(3)
LIST OF EXHIBITS
The following Exhibits are filed as a part of this Report:
10.25* 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.
13 The following Sections and Pages of Annual Report to Shareholders for
1998:
- Selected Financial Data on Page 21
- Market and Dividend Information on Page 21
- Management's Discussion and Analysis on Pages 23-25
- Quarterly Results of Operations on Page 25
- Segment Data on Page 26
- Report of Independent Auditors on Page 22
- Consolidated Financial Statements and Notes to Consolidated
Financial Statements on Pages 26-35
21 Subsidiaries of the Company
23 Consent of Independent Auditors
27 Financial Data Schedule (for SEC use only).
The following Exhibits are incorporated by reference as set forth in Item 14 on
pages 11-13 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 20, 1989, between the Company and Trust Company
Bank, 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.
18
- 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.
- 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.
* Indicates executive compensation plans and arrangements.
19
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, 1998
GENUINE PARTS COMPANY
ATLANTA, GEORGIA
20
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, 1998, are incorporated by reference
in Item 8:
Consolidated balance sheets - December 31, 1998 and 1997
Consolidated statements of income - Years ended December 31, 1998,
1997, and 1996
Consolidated statements of cash flows - Years ended December 31, 1998,
1997 and 1996
Notes to consolidated financial statements - December 31, 1998
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.
21
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, 1996:
Reserves and allowances deducted
from
asset accounts:
Allowance for uncollectible accounts $2,103,895 $6,144,340 $ -- $(6,477,054)(2) $1,771,181
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
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------
(1) Allowance for uncollectible accounts related to significant acquisitions.
(2) Uncollectible accounts written off, net of recoveries.