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 operates 65 NAPA Distribution Centers in the United States distributed among nine geographic divisions. More than 90% of these distribution centers are owned by the Company. At December 31, 1993, the Company owned 683 jobbing stores located in 40 states, and Genuine Parts Company owned a 51% interest in 59 jobbing stores located in 26 states. Other than jobbing stores located within Company owned distribution centers, most of the jobbing stores were operated in leased facilities. In addition, UAP/NAPA, in which Genuine Parts Company owns a minority interest, operated 81 jobbing stores in Western Canada. The Company's Automotive Parts Group also operates three Balkamp distribution centers, six Rayloc rebuilding plants, two transfer and shipping facilities and a Rayloc warehouse.
The Company's Industrial Parts Group, operating through Motion and the Berry Companies, operates five distribution centers, two re-distribution centers, 10 service centers and approximately 300 branches. Approximately 80% of these branches are operated in leased facilities. In addition, the Industrial Parts Group operates an industrial parts and agricultural supply distribution center in Western Canada for its seven branches of which approximately 85% are operated in leased facilities.
The Company's Office Products Group operates 41 distribution centers in the United States distributed among the Group's five geographic divisions. Approximately 75% of these distribution centers are operated in leased facilities.
For additional information regarding rental expense on leased properties, see "Note 5 of Notes to Consolidated Financial Statements" on Page 24 of
Annual Report to Shareholders for 1993.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
Not Applicable.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
PART II.
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK- HOLDER MATTERS.
Information required by this item is set forth under the heading "Market and Dividend Information" on Page 18 of Annual Report to Shareholders for the year ended December 31, 1993, and is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Information required by this item is set forth under the heading "Selected Financial Data" on Page 18 of Annual Report to Shareholders for the year ended December 31, 1993, and is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Information required by this item is set forth under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" on Page 26 of Annual Report to Shareholders for the year ended December 31, 1993, and is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required by this item is set forth in the consolidated financial statements on Pages 20 through 25 and Page 27, in "Report of Independent Auditors" on Page 19, and under the heading "Quarterly Results of Operations" on Page 27, of the Annual Report to Shareholders for the year ended December 31, 1993, and is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not Applicable.
PART III.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information required by this item is set forth on Pages 1 through 6,
and Page 16 of the definitive proxy statement for the Company's Annual Meeting to be held on April 18, 1994, 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.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Information required by this item is set forth on Page 5, and on Pages 7 through 16 of the definitive proxy statement for the Company's Annual Meeting to be held on April 18, 1994, and is incorporated herein by reference. In no event shall the information contained in the definitive proxy statement for the Company's 1994 Annual Meeting on Pages 9 through 11 under the heading "Compensation and Stock Option Committee Report on Executive Compensation" or on Pages 15 and 16 under the heading "Performance Graph" be incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by this item is set forth on Pages 5 and 6 of the definitive proxy statement for the Company's Annual Meeting to be held on April 18, 1994, and is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is set forth on Page 16 of the definitive proxy statement for the Company's Annual Meeting to be held on April 18, 1994, and is incorporated herein by reference.
PART IV.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-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 3.1.1 Restated Articles of Incorporation of the Company, dated as of April 18, 1988, and as amended April 17, 1989. (Incorporated herein by reference from the Company's Quarterly Report on Form 10-Q, dated May 8, 1989).
Exhibit 3.1.2 Amendment to the Restated Articles of Incorporation of the Company, dated as of November 20, 1989. (Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated March 12, 1990).
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 10.1 * Incentive Stock Option Plan. (Incorporated herein by reference from the Company's Annual Meeting Proxy Statement, dated March 12, 1982).
Exhibit 10.2 * 1988 Stock Option Plan. (Incorporated herein by reference from the Company's Annual Meeting Proxy Statement, dated March 9, 1988).
Exhibit 10.3 * Form of Amendment to Executive Supplemental Retirement Income Agreement adopted February 13, 1989, between the Company and William C. Hatcher. (Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated March 15, 1989).
Exhibit 10.4 * 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 10.5 * 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 10.6 * Genuine Parts Company Partnership Plan, effective July 1, 1988. (Incorporated herein by reference from the Company's Annual Report on Form 10-K, dated March 15, 1989).
Exhibit 10.7 * 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 10.8 * 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 10.9 * The Genuine Parts Company Tax-Deferred Savings Plan, effective January 1, 1993.
* Indicates executive compensation plans and arrangements
Exhibit 13 The following sections and pages of the 1993 Annual Report to Shareholders:
- Selected Financial Data on Page 18 - Market and Dividend Information on Page 18 - Report of Independent Auditors of Page 19 - Consolidated Financial Statements and Notes to Consolidated Financial Statements on Pages 20 - 25 - Management's Discussion and Analysis of Financial Condition and Results of Operations on - Industry Data Information on Page 27 - Quarterly Results of Operations on Page 27
Exhibit 22 Subsidiaries of the Company
Exhibit 24 Consent of Independent Auditors
(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.
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 3/4/94 /s/George W. Kalafut 3/4/94 - ------------------------------------- ------------------------------------ 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 Officer
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/James R. Courim 2/21/94 /s/William A. Parker 2/21/94 - ------------------------------------- ------------------------------------ James R. Courim (Date) William A. Parker (Date) Director Director
/s/Bradley Currey, Jr. 2/21/94 /s/Larry L. Prince 2/21/94 - ------------------------------------- ------------------------------------ Bradley Currey, Jr. (Date) Larry L. Prince (Date) Director Director Chairman of the Board and Chief Executive Officer
/s/Jean Douville 2/21/94 /s/John J. Scalley 2/21/94 - ------------------------------------- ------------------------------------ Jean Douville (Date) John J. Scalley (Date) Director Director Chairman of the Board and Executive Vice President Chief Executive Officer UAP INC.
/s/John B. Ellis 2/21/94 /s/Alana S. Shepherd 2/21/94 - ------------------------------------- ------------------------------------ John B. Ellis (Date) Alana S. Shepherd (Date) Director Director
/s/Thomas C. Gallagher 2/21/94 /s/Lawrence G. Steiner 2/21/94 - ------------------------------------- ------------------------------------ Thomas C. Gallagher (Date) Lawrence G. Steiner (Date) Director Director President and Chief Operating Officer
/s/E. Reginald Hancock 2/21/94 /s/James B. Williams 2/21/94 - ------------------------------------- ------------------------------------ E. Reginald Hancock (Date) James B. Williams (Date) Director Director
/s/Gardner E. Larned 2/21/94 - ------------------------------------- Gardner E. Larned (Date) Chairman of the Board and Chief Executive Officer of Berry Bearing Company and Its Affiliates
ANNUAL REPORT ON FORM-10-K
ITEM 14(a)(1) AND (2), (c) AND (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 1993
GENUINE PARTS COMPANY
ATLANTA, GEORGIA
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, 1993, are incorporated by reference in Item 8:
Consolidated balance sheets -- December 31, 1993 and 1992
Consolidated statements of income -- Years ended December 31, 1993, 1992 and 1991
Consolidated statements of shareholders' equity -- Years ended December 31, 1993, 1992 and 1991
Consolidated statements of cash flows -- Years ended December 31, 1993, 1992 and 1991
Notes to consolidated financial statements -- December 31, 1993
The following consolidated financial statement schedule of Genuine Parts Company and subsidiaries is included in Item 14(d):
Schedule IX - Short-term borrowings
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.
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(3)
LIST OF EXHIBITS
The following Exhibits are filed as a part of this Report:
10.9* The Genuine Parts Company Tax-Deferred Savings Plan, effective January 1, 1993
13 The following Sections and Pages of Annual Report to Shareholders for 1993:
- Selected Financial Data on Page 18 - Market and Dividend Information on Page 18 - Report of Independent Auditors on Page 19 - Consolidated Financial Statements and Notes to Consolidated Financial Statements on Pages 20-25 - Management's Discussion and Analysis of Financial Condition and Results of Operations on Page 26 - Industry Data Information on Page 27 - Quarterly Results of Operations on Page 27
22 Subsidiaries of the Company
24 Consent of Independent Accountants
The following Exhibits are incorporated by reference as set forth in Item 14 on pages 9 and 10 of this Form 10-K:
- 3.1.1 Restated Articles of Incorporation of the Company, dated as of April 18, 1988, and as amended April 17, 1989. - 3.1.2 Amendment to the Articles of Incorporation of the Company, dated as of November 20, 1989. - 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. - 10.1* Incentive Stock Option Plan. - 10.2* 1988 Stock Option Plan. - 10.3* Form of Amendment to Executive Supplemental Retirement Income Agreement adopted February 13, 1989, between the Company and William C. Hatcher and Earl Dolive. - 10.4* Form of Amendment to Deferred Compensation Agreement adopted February 13, 1989, between the Company and certain executive officers of the Company. - 10.5* 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. - 10.6* Genuine Parts Company Partnership Plan, effective July 1, 1988. - 10.7* Genuine Parts Company Supplemental Retirement Plan, effective January 1, 1991. - 10.8* 1992 Stock Option and Incentive Plan, effective April 20, 1992.
* Indicates executive compensation plans and arrangements