8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 22, 2005

Genuine Parts Company
__________________________________________
(Exact name of registrant as specified in its charter)

Georgia	001-05690	58-0254510
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2999 Circle 75 Pkwy, Atlanta, Georgia		30339
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 770.953.1700

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 22, 2005, Genuine Parts Company issued a press release announcing its results of operations for the fourth quarter and fiscal year ended December 31, 2004. A copy of the press release is furnished with this Current Report on Form 8-K as exhibit 99.1.

The information, including the exhibits attached hereto contained in this Current Report on Form 8-K of Genuine Parts Company is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 and Item 9.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 21, 2005, the Board of Directors of Genuine Parts Company elected Thomas C. Gallagher, President and CEO, to the additional position of Chairman of the Board. Larry L. Prince, who was previously Chairman of the Board, will be retiring on March 31, 2005.

Item 8.01. Other Events.

On February 21, 2005, the Board of Directors of Genuine Parts Company increased the cash dividend payable to an annual rate of $1.25 per share compared with the previous dividend of $1.20 per share. The quarterly cash dividend of $.3125 cents per share is payable April 1, 2005 to shareholders of record March 11, 2005.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release dated February 22, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Genuine Parts Company
February 22, 2005	By:	Jerry W. Nix
		Name: Jerry W. Nix
		Title: Executive Vice President Finance

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated February 22, 2005

EX-99.1

FOR IMMEDIATE RELEASE

Contact: Jerry W. Nix, Executive Vice President — Finance
(770) 612-2048

GENUINE PARTS COMPANY
REPORTS RECORD RESULTS FOR 2004,
DIVIDENDS INCREASED 49 CONSECUTIVE YEARS
AND APPOINTMENT OF CEO TO CHAIRMAN

Atlanta, Georgia, February 22, 2005 — Genuine Parts Company (NYSE: GPC) completed its 77th year of operations and reports record sales and earnings for the year ended December 31, 2004.

Sales in 2004 were $9.1 billion, up 8% compared to 2003. Net income for the year was $395.6 million, an increase of 12% compared to $353.6 million in 2003 before the cumulative effect of an accounting change adopted January 1, 2003. Earnings per share on a diluted basis were $2.25, up 11% compared to $2.03 in 2003 before the accounting change. In accordance with the Financial Accounting Standards Board’s EITF 02-16 affecting the accounting treatment of cash consideration received from vendors, a non-cash charge of $20 million was recorded as of January 1, 2003, representing the cumulative effect of a change in accounting principle. After the cumulative effect adjustment in 2003, net income and diluted earnings per share in 2004 were up 18% compared to 2003.

Mr. Larry Prince stated, “We achieved record levels of sales and earnings in 2004 and it was a year that we can be proud of for a number of reasons. First, all four of our business segments contributed to our success in a significant and positive way. We also improved on our gross margins, operating expenses as a percentage of sales and operating margins. In addition, we strengthened our balance sheet with the generation of $555 million in operating cash flow and with total debt reduced by $177 million.”

Fourth Quarter 2004

Sales increased 8% to $2.25 billion in the fourth quarter ended December 31, 2004, compared to $2.09 billion for the same period in 2003. Diluted earnings per share in the fourth quarter were 55 cents, up 10% compared to 50 cents per share for the fourth quarter of 2003.

Page 2

Mr. Tom Gallagher commented, “For the quarter, revenues in our Automotive Group were up 6%. Motion Industries, our Industrial Group, increased sales by 13%, and EIS, our Electrical/Electronics Group, was up 9%. Both of these business segments continue to benefit from the improved economic conditions across their manufacturing customer base. Sales for S. P. Richards, our Office Products Group, improved by 4%.”

Mr. Gallagher concluded, “In 2004, the Company was able to pick up the revenue pace with solid strategies and good execution. Today, we find ourselves in the position of needing to do it again with the same spirit and intensity that we had going for us in 2004. We believe all the plans are in place to do this and we look forward to 2005.”

Dividends Increased 49 Consecutive Years

Genuine Parts Company also announced an increase of 4% in the regular quarterly cash dividend for 2005. On February 21, 2005, the Board of Directors increased the cash dividend payable to an annual rate of $1.25 per share compared with the previous dividend of $1.20 per share. The quarterly cash dividend of $.3125 per share is payable April 1, 2005 to shareholders of record March 11, 2005. GPC has paid a cash dividend every year since going public in 1948 and this recent increase makes the 49^th consecutive year.

Board Appoints CEO to Chairman

Genuine Parts Company also announced that on February 21, 2005, the Board of Directors elected Thomas C. Gallagher, President and CEO, to the additional position of Chairman of the Board. Mr. Prince stated, “Tom is known and held in high esteem by all constituencies of our Company, including our employees, customers and shareholders. He has been a member of the GPC team for 34 years, and for 15 of those he served as President and COO prior to his election to CEO last year. There is no person more ideally suited to lead Genuine Parts Company in the coming years and we have pride and confidence in this important development.”

Mr. Prince added, “My own plans include retirement from day to day activities and management at Genuine Parts Company on March 31, 2005. It will be my privilege to continue to serve as a Director on the GPC Board and Chairman of the Executive Committee. It has been an honor to be part of this splendid organization for 46 years and my interest will always be directed toward the success and well being of GPC.”

Conference Call

Genuine Parts Company will hold a conference call today at 11:00 a.m. EST to discuss the results of the quarter, the year and the future outlook. Interested parties may listen by dialing 877-422-4780, conference ID 3654462. A replay will also be available at 800-642-1687, conference ID 3654462, until 12:00 a.m. EST on March 8, 2005.

Forward Looking Statements

Some statements in this release constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that its forward-looking statements involve risks and uncertainties. The Company undertakes no duty to update its forward-looking statements, which reflect the Company’s beliefs, expectations, and plans as of the present. Actual results or events may differ materially from those indicated as a result of various important factors. Such factors include, but are not limited to, changes in general economic conditions, the growth rate of the market for the Company’s products and services, the ability to maintain favorable supplier arrangements and relationships, competitive product and pricing pressures, including internet-related initiatives, the effectiveness of the Company’s promotional, marketing and advertising programs, changes in laws and regulations, including changes in accounting and taxation guidance, the uncertainties of litigation, as well as other risks and uncertainties discussed from time to time in the Company’s filings with the Securities and Exchange Commission.

About Genuine Parts Company

Genuine Parts Company is a distributor of automotive replacement parts in the U.S., Canada and Mexico. The Company also distributes industrial replacement parts in the U.S. and Canada through its Motion Industries subsidiary. S. P. Richards Company, the Office Products Group, distributes product nationwide in the U.S. and in Canada. The Electrical/Electronic Group, EIS, Inc., distributes electrical and electronic components throughout the U.S. and Mexico.

GENUINE PARTS COMPANY and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended Dec. 31,				Year Ended Dec. 31,
	2004		2003		2004		2003
	(Unaudited)
	(in thousands, except per share data)
Net sales	$	2,253,307	$	2,085,260	$	9,097,267	$	8,449,300
Cost of goods sold		1,502,953		1,404,316		6,267,544		5,826,684
		750,354		680,944		2,829,723		2,622,616
Selling, administrative & other expenses		598,483		547,469		2,193,804		2,050,873
Income before income taxes and accounting change		151,871		133,475		635,919		571,743
Income taxes		55,557		46,738		240,367		218,101
Net income before cumulative effect of
a change in accounting principle		96,314		86,737		395,552		353,642
Cumulative effect of a change in
accounting principle (1)		—		—		—		(19,541	)
Net income after cumulative effect of a change
in accounting principle	$	96,314	$	86,737	$	395,552	$	334,101
Basic Net Income per Common Share:
Before cumulative effect of a change in
accounting principle	$	.55	$	.50	$	2.26	$	2.03
Cumulative effect of a change in accounting principle (1)		—		—		—		(.11	)
Basic net income	$	.55	$	.50	$	2.26	$	1.92
Diluted Net Income per Common Share:
Before cumulative effect of a change in
accounting principle	$	.55	$	.50	$	2.25	$	2.03
Cumulative effect of a change in accounting principle (1)		—		—		—		(.12	)
Diluted net income	$	.55	$	.50	$	2.25	$	1.91
Weighted average common shares outstanding		174,804		173,994		174,687		173,995
Dilutive effect of stock options and
non-vested restricted stock awards		1,281		473		973		485
Weighted average common shares outstanding –
assuming dilution		176,085		174,467		175,660		174,480

(1) On January 1, 2003 the Company recorded a non-cash charge related to the capitalization of certain vendor consideration in connection with the new Financial Accounting Standards Board’s EITF No. 02-16, “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor”.

GENUINE PARTS COMPANY and SUBSIDIARIES
SEGMENT INFORMATION AND FINANCIAL HIGHLIGHTS

	Three Months Ended Dec. 31,						Year Ended Dec. 31,
	2004			2003			2004			2003
	(Unaudited)
	(in thousands, except ratio analysis)
Net sales:
Automotive	$	1,164,072		$	1,094,619		$	4,739,261		$	4,477,508
Industrial		636,998			561,446			2,511,597			2,253,947
Office Products		375,633			362,000			1,540,878			1,457,149
Electrical/Electronic Materials		81,342			74,463			335,605			297,618
Other (1)		(4,738	)		(7,268	)		(30,074	)		(36,922	)
Total net sales	$	2,253,307		$	2,085,260		$	9,097,267		$	8,449,300
Operating profit:
Automotive	$	91,320		$	72,753		$	396,015		$	363,022
Industrial		48,611			40,489			173,760			151,109
Office Products		42,166			40,035			150,817			143,263
Electrical/Electronic Materials		3,311			1,709			14,611			7,112
Total operating profit		185,408			154,986			735,203			664,506
Interest expense		(8,106	)		(11,512	)		(37,260	)		(51,538	)
Other, net		(25,431	)		(9,999	)		(62,024	)		(41,225	)
Income before income taxes and accounting change	$	151,871		$	133,475		$	635,919		$	571,743
Capital expenditures	$	25,526		$	10,291		$	72,077		$	73,904
Depreciation and amortization	$	12,432		$	16,907		$	62,207		$	69,013
Current ratio								3.2/1			3.5/1
Total debt to total capitalization								16.5	%		22.7	%

(1) Represents the net effect of discounts, incentives and freight billed reported as a component of net sales.

GENUINE PARTS COMPANY and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	Dec. 31,		Dec. 31,
	2004		2003
	(in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	134,940	$	15,393
Trade accounts receivable		1,123,900		1,084,874
Inventories		2,198,957		2,140,811
Prepaid expenses and other current assets		175,687		161,132
TOTAL CURRENT ASSETS		3,633,484		3,402,210
Goodwill and other intangible assets		57,672		58,028
Other assets		384,703		324,726
Total property, plant and equipment, net		379,388		342,992
TOTAL ASSETS	$	4,455,247	$	4,127,956
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	856,653	$	706,609
Current portion long-term debt and other borrowings		968		52,525
Income taxes payable		42,932		18,575
Dividends payable		52,495		51,331
Other current liabilities		179,667		138,298
TOTAL CURRENT LIABILITIES		1,132,715		967,338
Long-term debt		500,000		625,108
Other long-term liabilities		110,078		61,052
Deferred income taxes		115,683		114,533
Minority interests in subsidiaries		52,394		47,642
Common stock		174,965		174,045
Retained earnings and other		2,369,412		2,138,238
TOTAL SHAREHOLDERS’ EQUITY		2,544,377		2,312,283
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,455,247	$	4,127,956

GENUINE PARTS COMPANY and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended Dec. 31,
	2004			2003
	(in thousands)
OPERATING ACTIVITIES:
Net income	$	395,552		$	334,101
Adjustments to reconcile net income to net cash provided by operating activities:
Cumulative effect of a change in accounting principle		—			19,541
Depreciation and amortization		62,207			69,013
Other		2,688			2,565
Changes in operating assets and liabilities		94,789			(23,035	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		555,236			402,185
INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(72,077	)		(73,904	)
Other		4,122			(1,371	)
NET CASH USED IN INVESTING ACTIVITIES		(67,955	)		(75,275	)
FINANCING ACTIVITIES:
Net payments on credit facilities		(176,801	)		(112,976	)
Stock options exercised		37,523			4,601
Dividends paid		(208,575	)		(204,556	)
Purchase of stock		(21,475	)		(17,709	)
NET CASH USED IN FINANCING ACTIVITIES		(369,328	)		(330,640	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		1,594			(872	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		119,547			(4,602	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		15,393			19,995
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	134,940		$	15,393