Napa Auto Parts 2015 Annual Report Download - page 45

Report of Management
Genuine Parts Company
Management’s Responsibility for the Financial Statements
We have prepared the accompanying consolidated financial statements and related information included
herein for the years ended December 31, 2015, 2014, and 2013. The opinion of Ernst & Young LLP, the Compa-
ny’s independent registered public accounting firm, on those consolidated financial statements is included herein.
The primary responsibility for the integrity of the financial information included in this annual report rests with
management. Such information was prepared in accordance with generally accepted accounting principles
appropriate in the circumstances based on our best estimates and judgments and giving due consideration to
materiality.
Management’s Report on Internal Control over Financial Reporting
The management of Genuine Parts Company and its Subsidiaries (the “Company”) is responsible for estab-
lishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934.
The Company’s internal control system was designed to provide reasonable assurance to the Company’s
management and to the board of directors regarding the preparation and fair presentation of the Company’s pub-
lished consolidated financial statements. The Company’s internal control over financial reporting includes those
policies and procedures that:
i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the trans-
actions and dispositions of the assets of the Company;
ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and
directors of the Company; and
iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on the financial statements.
All internal control systems, no matter how well designed, have inherent limitations and may not prevent or
detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management, including our Chief Executive Officer and Chief Financial Officer, assessed
the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015.
In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (COSO) in “Internal Control-Integrated Framework.” Based on this
assessment, management concluded that, as of December 31, 2015, the Company’s internal control over financial
reporting was effective.
Ernst & Young LLP has issued an audit report on the Company’s operating effectiveness of internal control
over financial reporting as of December 31, 2015. This report appears on page F-3.
Audit Committee Responsibility
The Audit Committee of Genuine Parts Company’s Board of Directors is responsible for reviewing and
monitoring the Company’s financial reports and accounting practices to ascertain that they are within acceptable
limits of sound practice in such matters. The membership of the Committee consists of non-employee Directors.
At periodic meetings, the Audit Committee discusses audit and financial reporting matters and the internal audit
function with representatives of financial management and with representatives from Ernst & Young LLP.
/s/ Carol B. Yancey
CAROL B. YANCEY
Executive Vice President and Chief Financial Officer
February 26, 2016
F-2