Annual Report (Form 10-K), fiscal year 1994




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 64 NAPA Distribution Centers in the United States distributed among nine geographic divisions. More than 90% of the distribution center properties are owned by the Company. At December 31, 1994, the Company owned 722 NAPA Auto Parts stores located in 41
states, and Genuine Parts Company owned a 51% interest in 65 auto parts store stores located in 28 states. Other than NAPA Auto Parts stores located within Company owned distribution centers, most of the auto parts stores were operated in leased facilities. In addition, UAP/NAPA, in which Genuine Parts Company owns a minority interest, operated 125 auto parts 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 Berry Bearing, operates 5 distribution centers, 2 re-distribution centers, 10 service centers and over 310 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 7 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 six 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 1994.
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, 1994, 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, 1994, and is incorporated herein by reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS.
Information required by this item is set forth under the heading "Management's Discussion and Analysis" on Page 26 of Annual Report to Shareholders for the year ended December 31, 1994, 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, 1994, 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 4, and Page 17 of the definitive proxy statement for the Company's Annual Meeting to be held on April 17, 1995, 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 Pages 4 and 5, and on Pages 7 through 17 of the definitive proxy statement for the Company's Annual Meeting to be held on April 17, 1995, and is incorporated herein by reference. In no event shall the information contained in the definitive proxy statement for the Company's 1995 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.

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 17, 1995, 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 17 of the definitive proxy statement for the Company's Annual Meeting to be held on April 17, 1995, 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 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.
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 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 10.4 * 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 10.5 * 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 10.6 * 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 10.7 * The Genuine Parts Company Restated Tax-Deferred Savings Plan, effective January 1, 1993.
Exhibit 10.8 * 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 10.9 * 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 10.10 * Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, effective January 1, 1995.
Exhibit 10.11 * Genuine Partnership Plan, as amended and restated January 1, 1994.
Exhibit 10.12 * Genuine Parts Company Pension Plan, as amended and restated effective January 1, 1989.
* Indicates executive compensation plans and arrangements
Exhibit 13 The following sections and pages of the 1994 Annual Report to Shareholders: - Selected Financial Data on Page 18 - Market and Dividend Information on - Report of Independent Auditors on - Consolidated Financial Statements and Notes to Consolidated Financial Statements on Pages 20 - 25 - Management's Discussion and Analysis on Page 26 - Industry Data Information on Page 27 - Quarterly Results of Operations on Exhibit 21 Subsidiaries of the Company
Exhibit 23 Consent of Independent Auditors
Exhibit 27 Financial Data Schedule (for SEC purposes 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.
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 3/3/95 /s/ George W. Kalafut 3/3/95 - ------------------------------------- ------------------------------------ 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
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.
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, 1994
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, 1994, are incorporated by reference in Item 8:
Consolidated balance sheets - December 31, 1994 and 1993
Consolidated statements of income - Years ended December 31, 1994, 1993 and 1992
Consolidated statements of shareholders' equity - Years ended December 31, 1994, 1993 and 1992
Consolidated statements of cash flows - Years ended December 31, 1994, 1993 and 1992
Notes to consolidated financial statements - December 31, 1994
All 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:
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.
10.9* The Genuine Parts Company Restated Tax-Deferred Savings Plan, effective January 1, 1993
10.10* Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan, effective January 1, 1995.
10.11* Genuine Partnership Plan, as amended and restated January 1, 1994.
10.12* Genuine Parts Company Pension Plan, as amended and restated effective January 1, 1989.
13 The following Sections and Pages of Annual Report to Shareholders for 1994:
- Selected Financial Data on Page 18 - Common Stock 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
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 9 through 11 of this Form 10-K:
- 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 Deferred Compensation Agreement adopted February 13, 1989, between the Company and certain executive officers of the Company. - 10.4* 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. - 10.5* Genuine Parts Company Supplemental Retirement Plan, effective January 1, 1991. - 10.6* 1992 Stock Option and Incentive Plan, effective April 20, 1992. - 10.7* Restricted Stock Agreement dated March 31, 1994, between the Company and Larry L. Prince. - 10.8* Restricted Stock Agreement dated March 31, 1994, between the Company and Thomas C. Gallagher.
* Indicates executive compensation plans and arrangements