Napa Auto Parts 2004 Annual Report Download - page 23

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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, 2004, 2003 and 2002. The opinion of Ernst
& Young LLP, the Company’s independent registered public
accounting firm, on those financial statements is included herein.
The primary responsibility for the integrity of the financial infor-
mation 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 establishing 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 published 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 transactions 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, 2004. In making this assessment, it used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in “Internal Control-Integrated Framework.”
Based on this assessment, management concluded that, as of
December 31, 2004, the Company’s internal control over financial
reporting was effective.
Ernst & Young LLP has issued an audit report on our assessment
of the Company’s internal control over financial reporting. This
report appears on page 22.
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.
JERRY W. NIX
Executive Vice President - Finance
and Chief Financial Officer
March 4, 2005