Napa Auto Parts 2010 Annual Report Download

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Table of Contents

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(Exact name of registrant as specified in its charter)
 
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

(Address of principal executive offices)

(Zip Code)


 
 
Common Stock, $1 par value per share New York Stock Exchange
 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes o No
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 No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes No o
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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer Accelerated filer oNon-accelerated filer oSmaller reporting company o
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No
As of June 30, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately
$6,009,155,000 based on the closing sale price as reported on the New York Stock Exchange.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Common Stock, $1 par value per share 157,656,559 shares
Specifically identified portions of the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 18,
2011 are incorporated by reference into Part III of this Form 10-K.

Table of contents

  • Page 1
    ... Yes o No  As of June 30, 2010, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately $6,009,155,000 based on the closing sale price as reported on the New York Stock Exchange. Indicate the number of shares outstanding of each of...

  • Page 2
    ... WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. ITEM 9A. CONTROLS AND PROCEDURES. ITEM 9B. OTHER INFORMATION. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. ITEM 11. EXECUTIVE COMPENSATION. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND...

  • Page 3
    ..., marketing, training and other programs in the automotive aftermarket. During 2010, 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 and operated in the United States by...

  • Page 4
    ... 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...

  • Page 5
    ... 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, as well as marketing conferences and seminars, sales and advertising manuals and training...

  • Page 6
    .... The Company meets the MRO demand of a large and fragmented market with high levels of service in the areas of asset management, inventory and logistics management, product application and utilization management processes. A highly developed supply chain with vendor partnerships and customer...

  • Page 7
    ... suppliers. The service centers provide hydraulic, hose and mechanical repairs for customers. Approximately 37% of 2010 total industrial product purchases were made from 10 major suppliers. Sales are generated from the Industrial Parts Group's branches located in 47 states, Puerto Rico, nine...

  • Page 8
    ...parts. Distribution System . The Electrical/Electronic Materials Group provides distribution services to OEM's, motor repair shops and a broad variety of industrial assembly markets. EIS actively utilizes its e-commerce Internet site to present its products to customers while allowing these on-line...

  • Page 9
    ... 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...

  • Page 10
    ... parts group, the primary factors are: • the level of industrial production and manufacturing capacity utilization, as these indices reflect the need for industrial replacement parts; • changes in manufacturing reflected in the level of the Institute for Supply Management's Purchasing Managers...

  • Page 11
    ... chains, independently owned regional and local automotive parts and accessories stores, automobile dealers that supply manufacturer replacement parts and accessories, mass merchandisers and wholesale clubs that sell automotive products and regional and local full service automotive repair shops...

  • Page 12
    ...Not applicable. ITEM 2. PROPERTIES . The Company's headquarters and Automotive Parts Group headquarters are located in two adjacent office buildings owned by the Company in Atlanta, Georgia. The Company's Automotive Parts Group currently operates 58 NAPA Distribution Centers in the United States...

  • Page 13
    ... auto parts stores located in three states. Other than NAPA AUTO PARTS stores located within Company owned distribution centers, the majority of the automotive parts stores in which the Company has an ownership interest were operated in leased facilities. In addition, NAPA Canada/UAP operates...

  • Page 14
    ... EQUITY SECURITIES. Market Information Regarding Common Stogk The Company's common stock is traded on the New York Stock Exchange under the ticker symbol "GPC". The following table sets forth the high and low sales prices for the common stock as reported on the New York Stock Exchange and dividends...

  • Page 15
    ...peer group composite index structured by the Company as set forth below for the five year period that commenced December 31, 2005 and ended December 31, 2010. This graph assumes that $100 was invested on December 31, 2005 in Genuine Parts Company Common Stock, the S&P 500 Stock Index (the Company is...

  • Page 16
    ... the Company's annual net sales in each industry segment. Each industry segment of the Company comprised the following percentages of the Company's net sales for the fiscal years shown: Industry Segment 2005 2006 2007 2008 2009 2010 Automotive Parts Industrial Parts Office Products Electrical...

  • Page 17
    ... of our four business segments to grow sales and earnings, including the introduction of new and expanded product lines, geographic expansion (including acquisitions), sales to new markets, enhanced customer marketing programs and a variety of gross margin and cost savings initiatives. The effects...

  • Page 18
    Table of Contents relatively in-line with our sales increase in the fourth quarter of the year and inventory was up slightly, including acquisitions. Accounts payable increased $281 million or 26% from the prior year, due primarily to improved payment terms with certain suppliers and other ongoing ...

  • Page 19
    ... the prior year. Office revenues stabilized in 2010 relative to prior year trends, although the office products industry continued to experience soft market conditions throughout the year as a result of reduced business spending and the ongoing impact of elevated unemployment levels. Sales decreased...

  • Page 20
    ... competitive pricing pressures in Office. These factors more than offset our gross margin initiatives to enhance our pricing strategies, promote and sell higher margin products and minimize material acquisition costs. In 2010, all four of our business segments experienced vendor price increases...

  • Page 21
    ... cost reduction efforts. Office Group The operating margin in Office increased to 8.0% in 2010 from 7.7% in 2009. The increase in operating margin in 2010 reflects the positive impact of our cost savings initiatives combined with the benefit of higher volume incentives from suppliers. The...

  • Page 22
    ... from the prior year, which reflects the Company's 14% sales increase for the fourth quarter of 2010. Inventory at December 31, 2010 was up slightly from December 31, 2009, which is well below the Company's increase in sales and primarily attributable to acquisitions. Accounts payable increased $281...

  • Page 23
    ... entered into a sale-leaseback transaction with a financial institution. In connection with the transaction, the Company sold certain automotive retail store properties and immediately leased the properties back over a lease term of twenty years. The lease was classified as an operating lease. Net...

  • Page 24
    ... time horizons. The Company does not have significant agreements for the purchase of inventory or other goods specifying minimum quantities or set prices that exceed our expected requirements. The Company guarantees the borrowings of certain independently owned automotive parts stores (independents...

  • Page 25
    ...net sales based on historical bad debt experience. This initial estimate is periodically adjusted when the Company becomes aware of a specific customer's inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While...

  • Page 26
    ...of operations. Employee Benefit Plans The Company's benefit plan committees in the U.S. and Canada establish investment policies and strategies and regularly monitor the performance of the Company's pension plan assets. The pension plan investment strategy implemented by the Company's management is...

  • Page 27
    ..., the Company makes estimates and assumptions in its interim consolidated financial statements for the accrual of bad debts, inventory adjustments and discount and volume incentives earned, among others. Bad debts are accrued based on a percentage of sales, and volume incentives are estimated based...

  • Page 28
    ..., to allow timely decisions regarding required disclosure. Management's report on internal gontrol over finangial reporting A report of management's assessment of our internal control over financial reporting, as such term is defined in SEC Rule 13a-15(f), as of December 31, 2010 is set forth in...

  • Page 29
    ...required by this item is set forth under the headings "Executive Compensation", "Additional Information Regarding Executive Compensation", "2010 Grants of Plan-Based Awards", "2010 Outstanding Equity Awards at Fiscal Year-End", "2010 Option Exercises and Stock Vested", "2010 Pension Benefits", "2010...

  • Page 30
    .... The actual number of shares issued upon exercise of stock appreciation rights is calculated based on the excess of fair market value of our common stock on date of exercise and the grant price of the stock appreciation rights. (2) Genuine Parts Company 1999 Long-Term Incentive Plan, as amended...

  • Page 31
    ... Genuine Parts Company and subsidiaries are included in this Annual Report on Form 10-K. See, also, the Index to Consolidated Financial Statements on Page F-1. Report of independent registered public accounting firm on internal control over financial reporting Report of independent registered public...

  • Page 32
    ....) Amendment No. 2 to the Genuine Parts Company Death Benefit Plan, dated November 9, 2005, effective April 1, 2005. (Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated March 3, 2006.) Genuine Parts Company 2006 Long-Term Incentive Plan, effective April 17, 2006...

  • Page 33
    .... Consent of Independent Registered Public Accounting Firm. Certification signed by Chief Executive Officer pursuant to SEC Rule 13a-14(a). Certification signed by Chief Financial Officer pursuant to SEC Rule 13a-14(a). Statement of Chief Executive Officer of Genuine Parts Company pursuant to 18...

  • Page 34
    ...to be signed on its behalf by the undersigned, thereunto duly authorized. GENUINE PTRTS COMPTNY /s/ Thomas C. Gallagher Thomas C. Gallagher Chairman, President and Chief Executive Officer 2/25/11 (Date) /s/ rerry W. Nix 2/25/11 rerry W. Nix (Date) Vice Chairman and Chief Financial and Accounting...

  • Page 35
    ... B. Needham Director 2/21/11 (Date) /s/ rerry W. Nix rerry W. Nix 2/21/11 (Date) /s/ Larry L. Pringe Larry L. Pringe Director 2/21/11 (Date) Director Vice Chairman and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Gary W. Rollins Gary W. Rollins Director 2/21/11...

  • Page 36
    ... of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm on Financial Statements and Schedule Consolidated Balance Sheets as of December 31, 2010 and 2009 Consolidated Statements of Income for the Years...

  • Page 37
    ... 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, 2010. In making this assessment, it used the criteria set...

  • Page 38
    ... internal control over financial reporting as of December 31, 2010, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Genuine Parts Company as of December 31, 2010...

  • Page 39
    ... years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Genuine Parts Company's internal control over financial reporting...

  • Page 40
    Table of Contents Genuine Parts Company and Subsidiaries Consolidated Balange Sheets Degember 31 2010 2009 (In thousands, exgept share data and per share amounts) TSSETS Current assets: Cash and cash equivalents Trade accounts receivable, net Merchandise inventories, net Prepaid expenses and ...

  • Page 41
    Table of Contents Genuine Parts Company and Subsidiaries Consolidated Statements of Ingome Year Ended Degember 31 2010 2009 2008 (In thousands, exgept per share amounts) Net sales Cost of goods sold Gross margin Operating expenses: Selling, administrative, and other expenses Depreciation and ...

  • Page 42
    Table of Contents Genuine Parts Company and Subsidiaries Consolidated Statements of Equity Tggumulated Common Stogk Shares Tmount Tdditional Paid-In Other Comprehensive Retained Capital Loss Earnings Equity (In thousands, exgept share and per share amounts) Total Parent Nongontrolling Interests...

  • Page 43
    ... and amortization Excess tax (benefits) expense from share-based compensation Gain on sale of property, plant, and equipment Deferred income taxes Share-based compensation Changes in operating assets and liabilities: Trade accounts receivable, net Merchandise inventories, net $ 475,511 89...

  • Page 44
    ...net sales based on historical bad debt experience. This initial estimate is periodically adjusted when the Company becomes aware of a specific customer's inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While...

  • Page 45
    .... The Company accrues for the receipt of these incentives as part of its inventory cost based on cumulative purchases of inventory to date and projected inventory purchases through the end of the year. While management believes the Company will continue to receive consideration from vendors in 2011...

  • Page 46
    ..., and equipment are stated at cost. Buildings include certain leases capitalized at December 31, 2010 and 2009. Depreciation and amortization is primarily determined on a straight-line basis over the following estimated useful life of each asset: buildings and improvements, 10 to 40 years; machinery...

  • Page 47
    .... SARs represent a right to receive upon exercise an amount, payable in shares of common stock, equal to the excess, if any, of the fair market value of the Company's common stock on the date of exercise over the base value of the grant. The terms of such SARs require net settlement in shares of...

  • Page 48
    ... right to receive benefits from the entity. Additionally, the guidance requires an ongoing assessment of whether a company is the primary beneficiary of the entity. The Company adopted the new guidance on January 1, 2010 and concluded that certain independently controlled automotive parts stores for...

  • Page 49
    ... entered into a sale-leaseback transaction with a financial institution. In connection with the transaction, the Company sold certain automotive retail store properties and immediately leased the properties back over a lease term of twenty years. The lease was classified as an operating lease. Net...

  • Page 50
    ... risk-free interest rate of 3.6% and 3.5%; dividend yield of 4.6% and 3.0%; annual historical volatility factor of the expected market price of the Company's common stock of 19% and 17%; an average expected life and estimated turnover based on the historical pattern of existing grants of eight years...

  • Page 51
    ...Genuine Parts Company and Subsidiaries Notes to Consolidated Finangial Statements - (Continued) A summary of the Company's share-based compensation activity and related information is as follows: 2010 Weighted- Tverage Shares (1) (In thousands) Exergise Prige (2) Outstanding at beginning of year...

  • Page 52
    ... yet deducted for tax purposes Pension liability not yet deducted for tax purposes $163,367 279,204 24,580 (24,784) 442,367 178,806 Capital loss Valuation allowance Deferred tax liabilities related to: Employee and retiree benefits Inventory Property, plant and equipment Other $ 151,488 267,544...

  • Page 53
    ... defined benefit pension plan. Curtailment accounting is required if an event eliminates, for a significant number of employees, the accrual of defined benefits for some or all of their future service. The Company also sponsors supplemental retirement plans covering employees in the U.S. and Canada...

  • Page 54
    ...). Pension Benefits 2010 (In thousands) 2009 Other Postretirement Benefits 2010 2009 (In thousands) Changes in benefit obligation Benefit obligation at beginning of year Service cost Interest cost Plan participants' contributions Plan amendments Actuarial loss (gain) Exchange rate changes Gross...

  • Page 55
    ...financial instruments could result in a different fair value measurement at the reporting date. Equity securities are valued at the closing price reported on the active market on which the individual securities are traded on the last day of the calendar plan year. Debt securities including corporate...

  • Page 56
    ...Signifigant Unobservable Inputs (Level 3) Equity Segurities Common stocks - mutual funds - equity Genuine Parts Company Other stocks Debt Segurities Short-term investments Cash & equivalents Government bonds Corporate bonds Asset-backed & mortgage backed securities Other-international $ 258,124...

  • Page 57
    ..., respectively. Dividend payments received by the plan on Company stock totaled approximately $3,308,000 and $3,227,000 in 2010 and 2009, respectively. Fees paid during the year for services rendered by parties in interest were based on customary and reasonable rates for such services. The changes...

  • Page 58
    ... in plan assets and benefit obligations recognized in other comprehensive income are as follows: 2010 Pension Benefits 2009 Other Postretirement Benefits 2008 2010 2009 2008 (In thousands) Current year actuarial loss (gain) Recognition of actuarial loss Current year prior service cost (credit...

  • Page 59
    ..., decisions about hiring and terminating personnel, local marketing and promotional initiatives, pricing and selling activities, credit decisions, monitoring and maintaining appropriate inventories, and store hours. Separately, the Company concluded the affiliates are not variable interest entities...

  • Page 60
    ... the reportable segments, certain of the Company's operating segments are aggregated since they have similar economic characteristics, products and services, type and class of customers, and distribution methods. The Company's automotive segment distributes replacement parts (other than body parts...

  • Page 61
    ... Company's operations in the respective country. Corporate assets are principally cash and cash equivalents and headquarters' facilities and equipment. For management purposes, net sales by segment exclude the effect of certain discounts, incentives, and freight billed to customers. The line item...

  • Page 62
    Table of Contents Genuine Parts Company and Subsidiaries Notes to Consolidated Finangial Statements - (Continued) 2010 2009 2008 (In thousands) 2007 2006 Net sales: Automotive Industrial Office products Electrical/electronic materials Other $ 5,608,101 3,521,863 1,641,963 449,770 (14,108) $ 11...

  • Page 63
    ...Qualifying Tggounts Genuine Parts Company and Subsidiaries Balange at Beginning of Period Charged to Costs and Expenses Balange at Dedugtions End of Period Year ended December 31, 2008: Reserves and allowances deducted from asset accounts: Allowance for uncollectible accounts Year ended December...

  • Page 64
    ... 1, 2011. Amendment No. 7 to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 16, 2010, effective January 1, 2011. Subsidiaries of the Company. Consent of Independent Registered Public Accounting Firm. Certification signed by the Chief Executive Officer pursuant to SEC Rule 13a-14...

  • Page 65
    ... to the Genuine Parts Company Tax-Deferred Savings Plan, dated November 28, 2007, effective January 1, 2008. Amendment No. 2 to the Genuine Parts Company 2006 Long-Term Incentive Plan, dated November 19, 2007, effective November 19, 2007. Genuine Parts Company Performance Restricted Stock Unit Award...

  • Page 66
    .... The lump sum value shall be computed using the Applicable Mortality Table and the Applicable Interest Rate as defined in Section 2.03 of the Pension Plan and based on the Key Employee's age on the first day of the month following his or her death. See Section 8.03 for provisions identifying...

  • Page 67
    ... has caused this Amendment to the Plan to be executed on the date shown below, but effective as of the date indicated above. PENSION AND BENEFITS COMMITTEE By: /s/ Frank M. Howard Name Frank M. Howard Title Sr.V.P. & Treasurer Date: August 16, 2010 Attest: By: /s/ Linda L. Olvey Date: August...

  • Page 68
    ... the Genuine Parts Company Supplemental Retirement Plan is adopted by Genuine Parts Company (the "Company"), effective as of the date set forth herein. W I T N E S S E T H: WHEREAS, the Company maintains The Genuine Parts Company Supplemental Retirement Plan (the "Plan"), and such Plan is currently...

  • Page 69
    ... Part B Formula. Stated another way, a Key Employee is NOT eligible for benefits under the Part B Formula and a Key Participant is NOT eligible for benefits under the Part A Formula. Unless specified otherwise, the terms of the Plan apply to both Key Employees and Key Participants." A new paragraph...

  • Page 70
    ...who does not participate in the Plan as a Key Employee, (ii) who is employed in an executive position and (iii) whose annual, regular Earnings are expected to be equal to or greater than the compensation limits of Code Section 401(a)(17) for such year ($245,000 in 2010) is eligible to participate in...

  • Page 71
    ... second instance of the word "Company" has been replaced with the words "Genuine Parts". A new sentence four is added to the end of new Section 2.04 as follows: "The annual dollar limitation of code Section 401(a)(17) does not apply to Earnings in this Plan." 4. Effective January 1, 2011, Section...

  • Page 72
    ... as Section 3.01(d). A new first sentence has been added to Section 3.01(d): "Key Employees who have a Separation from Service prior to January 1, 2009 shall become vested in their Supplemental Retirement Income in accordance with the terms of the Plan as it existed at the time of such Separation...

  • Page 73
    ...Earnings and Anticipated Social Security Benefit" in the fifth sentence of Section 4.01. A new paragraph is added at the end of Section 4.01: "A Key Participant may or may not be a Rule of 70 Employee and may or may not have Credited Service under the Pension Plan (i.e., some may have been initially...

  • Page 74
    ... is added after Article Four and immediately prior to Article Five. "PART A FORMULA (Article 5 and Article 6) As noted above, this Plan has two benefit formulas. The benefit described in Article 5 and Article 6 is referred to as the Part A Formula. The Part A Formula applies only to Key Employees...

  • Page 75
    ... not apply to a Key Employee who has a Separation from Service due to death. Instead, see Section 10.01." Section number "9.01" in the fifth sentence of Section 6.02(a) has been changed to "11.01". The phrase "years of Credited Service" has been added after the word "age" (a comma after "age" has...

  • Page 76
    ... 70 Employee who elected option one, Section 5.01 applies; otherwise Section 5.02 applies." 12. Effective January 1, 2011, new Articles Seven and Eight have been added, as follows: "PART B FORMULA (Article 7 and Article 8) As noted above, this Plan has two benefit formulas. The benefit described...

  • Page 77
    ... under this Part B Formula of the Plan. (3) The term "Applicable Percentage" referred to in paragraph (2)(A) above is based on the following table and the Key Participant's Credited Service on the date of his or her Separation from Service. Key Participant's Years of Credited Service at Separation...

  • Page 78
    ...life annuity payable in monthly installments for the Key Participant's life. The terms used in this subparagraph (A) are defined below. This subparagraph (B) is equal to the monthly Normal Retirement Income which the Key Participant is actually entitled to receive under the Pension Plan beginning on...

  • Page 79
    ... this Part B Formula of the Plan. (c) Definitions . For purposes of this Article 7, the following definitions shall apply. (1) (2) Anticipated Social Security Benefit . The term "Anticipated Social Security Benefit shall have the same meaning as such term is defined in the Pension Plan. Average...

  • Page 80
    ... Retirement Date. The Additional Retirement Income computed as of the Participant's Normal Retirement Date but actuarially increased to the Participant's Deferred Retirement Date using the actuarial assumptions and methods that would be applicable for making such determination in the Pension Plan...

  • Page 81
    .... Instead, see Section 10.01. This Section 8.02 does not apply to a Key Participant who receives a lump sum distribution on account of a Separation from Service within two years of a Change in Control. Instead, see Section 11.01. Benefits under this Section 8.02 will commence on the Key Participant...

  • Page 82
    ...(b) applies. The Additional Retirement Income shall be computed assuming (1) the monthly Additional Retirement Income commenced on the Key Participant's Normal Retirement Date (as defined in Section 7.01(c)) and (2) the pension benefits, if any, were payable under Section 4.05 of the Pension Plan at...

  • Page 83
    ...'s" has been added after the words "Key Employee's" in Section 9.01(d)(i) and (ii). The word "has" in the second sentence of Section 9.01(d) has been replaced with: "or a Key Participant who has a Separation from Service prior to his or her Normal Retirement Date does not commence payment until his...

  • Page 84
    ...and the phrase "or Key Participant's" has been added after the words "Key Employee's" in the last sentence Section 9.02(b). The phrase "Key Employee during the Key Employee's lifetime" in the second sentence of Section 9.02(c) has been replaced with "Key Employee or Key Participant during his or her...

  • Page 85
    ...part of the second sentence of Section 9.02(c) and replaced with the phrase "his or her". The phrase "Key Employee for the Key Employee's life" in the second sentence of Section 9.02(d) has been replaced with "Key Employee...added after each instance of the phrase "the Key Employee... as applicable." 16...

  • Page 86
    ... or Key Participant before Supplemental Retirement Income Payments or Additional Retirement Income Payments Commence." The following changes are made to Section 10.01(a). The phrase "or Key Participant" has been added after the phrase "a Key Employee" in the first sentence of Section 10.01(a). The...

  • Page 87
    ... phrase "Key Employee" in the third sentence of Section 10.01(b) (two instances). The phrase "or Additional Retirement Income" has been added after the phrase "receiving a Supplemental Retirement Income" in the third sentence of Section 10.01(b). The phrase "his death" has been replaced with "his...

  • Page 88
    ... does not survive the Key Employee or Key Participant, the Key Employee's or Key Participant's Beneficiary shall ...receive an immediate lump sum payment of the Key Participant's Additional Retirement Income in lieu of the Additional Retirement Income otherwise provided under this Plan" is added...

  • Page 89
    ...Key Employee or Key Participant described in Section 11.01(a)(2)". The phrase "or unpaid Additional Retirement Income payments" has been added after the phrase "Supplemental Retirement Income payments" in the first sentence of Section 11.01(c). The phrase "Section 7.01" is deleted and replaced with...

  • Page 90
    ...though the effective date of the Plan's restatement is January I, 2009)".... Participant" has been added after the phrase "a Key Employee" in the third ...years after the Key Employee's or Key Participant's Separation from Service and shall not be subject to liquidation or exchange for another benefit...

  • Page 91
    ... of the phrase "Key Employee" in Section 12.05(a). The phrase "or Additional Retirement Income" has been added after the phrase "eligible to receive Supplemental Retirement Income" in the first sentence of Section 12.05(a). The phrase "or Additional Retirement Income payments to the Key Participant...

  • Page 92
    ..., some, but not all of these terms are set forth below with a reference to the Pension Plan." Section 13.01(a) (former Section 11.01(a)) is amended as follows: The phrase "or Key Participant" has been added after each instance of the phrase "Key Employee" in Section 13.01 (a) (2 instances). Section...

  • Page 93
    ... benefit from the Pension Plan is based on ten years of Credited Service (actual Credited Service in the Pension Plan)." A new Section 13.04 is added, as follows: "13.04 Index. (a) Actuarial Equivalent. Shall have the same definition as set forth in the Pension Plan. Additional Retirement Income...

  • Page 94
    ... 5 and 6. Part B Formula. See Articles 7 and 8. Pension Plan. See Section 1.02 (k) (l) (m) Plan. See Section 1.01 (n) (o) Retirement Eligibility Service. Shall have the same definition as set forth in the Pension Plan. Retirement Income. For purposes of this Plan, the term "Retirement Income...

  • Page 95
    ...has caused this Amendment to the Plan to be executed on the date shown below, but effective as of the date indicated above. PENSION AND BENEFITS COMMITTEE By: /s/ Frank M. Howard Name Frank M. Howard Title Senior Vice President and Treasurer Date: November 16, 2010 Attest: By: Date: /s/ Linda...

  • Page 96
    ... to the Genuine Parts Company Tax-Deferred Savings Plan is adopted by Genuine Parts Company (the "Company"), effective as of the date set forth herein. W I T N E S S E T H: WHEREAS, the Company maintains The Genuine Parts Company Tax-Deferred Savings Plan (the "Plan"), and such Plan is currently in...

  • Page 97
    ... term "Bonus" and is replaced with the following", salary, irregular pay, commissions, awards, reimbursements, welfare benefits, stock grants or gain recognized under any stock or stock based plan." A new paragraph is added after the definition of the term "Bonus" as follows: "Bonus Deferral Account...

  • Page 98
    The word "Executive" is deleted from the definition of the term "Key Employee". Two new definitions are added after the definition of the term "Plan" as follows: "Salary. The annual rate of base salary payable by the Company or its affiliates to the Key Employee during a calendar year, without ...

  • Page 99
    ... a new Election Form pursuant to the rules of this Article 3 to defer a Bonus for such calendar year. An Election Form in place for one calendar year shall not apply to a different calendar year. Salary Deferral . To defer Salary, the following shall apply. (A) The Election Form must be signed and...

  • Page 100
    ...in the Plan (or any other plan aggregated with the Plan under Code Section 409A) during a calendar year may file an initial election to defer Salary earned during the remaining calendar year subsequent to making his or her election. Such election must be made no later than 30 calendar days after the...

  • Page 101
    ...ix). For example, if a Participant receives a hardship distribution under the terms of the Genuine Partnership Plan (a plan subject to Code Section 401(k)), the Participant's Election Form for both Salary deferral and Bonus deferral applicable to the calendar year in which the hardship occurred...

  • Page 102
    ... the Key Employee elects to defer pursuant to this Plan shall be transferred to and held in the Participant's Salary Deferral Account for such calendar year." As noted earlier, old Section 4.02 (investments) is renumbered as Section 4.03. In addition, the following changes are made to new Section...

  • Page 103
    .... Payment of Plan benefits from each calendar year's Salary Deferral Account shall commence to be distributed on the date elected by the Participant on the Election Form for such Salary Deferral Account and consistent with the provisions of Section 4.04(c). The election must be made at the same time...

  • Page 104
    ...distribution of his or her Account in installments, the Committee may purchase an annuity from an insurance company which annuity will pay the Participant the desired annual installments. If the Committee purchases an annuity contract, the Key Employee will have no further rights to receive payments...

  • Page 105
    ... 4.05(a) for each calendar year's Salary Deferral Account. Such payment form must be elected on the Election Form applicable to such calendar year's Salary Deferral Account. Irrevocable Election. A Participant's election of a payment form for each Salary Deferral Account is irrevocable and the...

  • Page 106
    ...on the applicable Election Form and in accordance with the payment distribution rules set forth in this Plan. If the Participant had not yet commenced payment of benefits prior to his or her death, the payment to the Participant's Beneficiary will commence to be paid on the first business day of the...

  • Page 107
    ...a release, (1) the individual must sign such release within 60 days of the Participant's Termination of Service or all payments under this Plan shall be deemed forfeited and (2) payment may not be made earlier than 60 days following the Participant's Termination of Employment." Section 9.06 has been...

  • Page 108
    ... Pension and Benefits Committee has caused this Amendment to the Plan to be executed on the date shown below, but effective as of the date indicated above. PENSION AND BENEFITS COMMITTEE By: /s/ Frank M. Howard Name Frank M. Howard Title Senior Vice President and Treasurer Date: November 16, 2010...

  • Page 109
    ...TOOL & SUPPLY, INC. S.P. RICHARDS COMPANY S.P.R. PROCUREMENT COMPANY SHUSTER CORPORATION DRAGO SUPPLY COMPANY 1ST CHOICE AUTO PARTS, INC. THE FLOWERS COMPANY GENERAL TOOL & SUPPLY GENUINE PARTS HOLDINGS, ULC GENUINE PARTS INVESTMENT COMPANY GPC MEXICO, S.A. de C.V. EIS de MEXICO EIS HOLDINGS (CANADA...

  • Page 110
    ... the consolidated financial statements and schedule of Genuine Parts Company and the effectiveness of internal control over financial reporting of Genuine Parts Company included in this Annual Report (Form 10-K) for the year ended December 31, 2010. /s/ Ernst & Young LLP Atlanta, Georgia February...

  • Page 111
    ... financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Thomas C. Gallagher Thomas C. Gallagher Chairman, President and Chief Executive Officer...

  • Page 112
    ... and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Jerry W. Nix Jerry W. Nix Vice Chairman and Chief Financial Officer Date...

  • Page 113
    ... with the Annual Report of Genuine Parts Company (the "Company") on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas C. Gallagher, Chairman, President and Chief Executive Officer, certify, pursuant...

  • Page 114
    ...the Annual Report of Genuine Parts Company (the "Company") on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jerry W. Nix, Executive Vice President - Finance and Chief Financial Officer of the Company, certify...

  • Page 115