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 19, 2013

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 19, 2013, Genuine Parts Company issued a press release announcing its results of operations for the fourth quarter and fiscal year ended December 31, 2012. A copy of the press release is furnished with this Current Report on Form 8-K as exhibit 99.1.

The information, including exhibit 99.1 attached hereto contained in this Item 2.02 of 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 of this Current Report and exhibit 99.1 attached hereto 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 8.01 Other Events.

On February 18, 2013, the Board of Directors of Genuine Parts Company declared an increase of 9% in the regular quarterly cash dividend for 2013. The Board increased the cash dividend payable to an annual rate of $2.15 per share compared with the previous dividend of $1.98 per share. The quarterly cash dividend of fifty-three and three-quarter cents ($.5375) per share is payable April 1, 2013 to shareholders of record March 8, 2013. A copy of the press release announcing the foregoing is attached as Exhibit 99.2 to this Current Report on Form 8-K.

On February 18, 2013, the Compensation, Nominating and Governance Committee (the "Committee") of the Board of Directors of Genuine Parts Company approved the following pertaining to the retirement of Mr. Jerry W. Nix. The Committee approved that upon retirement as an executive officer on March 1, 2013, Mr. Nix will be provided with an office and general secretarial support within the principal offices of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated February 19, 2013
99.2 Press Release dated February 19, 2013

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 19, 2013	By:	Jerry W. Nix
		Name: Jerry W. Nix
		Title: Vice Chairman and CFO

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated February 19, 2013
99.2	Press Release dated February 19, 2013

EX-99.1

FOR IMMEDIATE RELEASE

Contacts: Jerry W. Nix, Vice Chairman and CFO – (770) 612-2048
Carol B. Yancey, Executive Vice President-Finance – (770) 612-2044
Sidney G. Jones, Vice President-Investor Relations – (770) 818-4628

GENUINE PARTS COMPANY
REPORTS FOURTH QUARTER AND FULL YEAR RESULTS FOR 2012

- 4^th Quarter Sales up 3.5% and EPS up 20% -
- Record Sales and Earnings for 2012 -

Atlanta, Georgia, February 19, 2013 — Genuine Parts Company (NYSE: GPC) reports fourth quarter results and record sales and earnings for the year ended December 31, 2012.

Tom Gallagher, Chairman and Chief Executive Officer, announced today that sales in 2012 were $13.0 billion, up 4.5% compared to 2011. Net income for the year was $648 million, an increase of 15% compared to $565 million in 2011. Earnings per share on a diluted basis were $4.14, up 16% compared to $3.58 in 2011.

In December 2012 the Company’s pension plan was amended to freeze future benefit accruals for all participants as of December 31, 2013. In connection with this amendment, the Company recorded a one-time noncash curtailment gain of $23.5 million, which is included in our earnings results for the quarter and year.

Mr. Gallagher stated, “The record level of earnings achieved in 2012 reflects the third consecutive year of double-digit earnings growth for the Company. We further strengthened our financial condition with increased net income, an expanded operating margin and a continued emphasis on effectively managing the balance sheet. The progress in these areas produced record cash from operations for the year.”

Mr. Gallagher added, “Our total sales increase for the year was driven by respectable sales growth in three of our four businesses. The Automotive Group reported a 4% sales increase, led by solid progress in NAPA AutoCare and Major Accounts, our two primary commercial initiatives, combined with the incremental volume from the Quaker City acquisition. Motion Industries, our Industrial Group, increased sales by 7% for the year, driven by the combination of effective growth initiatives and a generally healthy industrial economy, although we did observe slower levels of manufacturing growth over the latter part of 2012. EIS, our Electrical/Electronic Group, was up 5% for the year. S.P. Richards, our Office Products Group, reported flat revenues in 2012 relative to 2011, as the industry-wide slowdown in office products consumption continued to pressure this segment.”

Fourth Quarter 2012

Sales increased 3.5% to $3.1 billion in the fourth quarter ended December 31, 2012, compared to sales of $3.0 billion for the same period in 2011. Net income in the fourth quarter was $160 million, an increase of 19% compared to $135 million in 2011. Diluted earnings per share in the fourth quarter were $1.03, up 20% compared to 86 cents per share for the fourth quarter of 2011.

In reviewing the quarter, Mr. Gallagher commented, “Revenue growth in 2012 proved to be more challenging as the year progressed, and is reflective of slowing industry trends across our businesses. However, despite these industry trends, we were able to report Automotive sales up 5% for the fourth quarter and Industrial Group sales were up 2%. The Electrical Group sales were down 2% and the Office Products Group produced its strongest quarterly sales results for the year, up 3% over the fourth quarter in 2011.”

Mr. Gallagher concluded, “As we turn our focus to the new year, we remain committed to our core objectives of growing sales and earnings, showing continued operating margin improvement, generating solid cash flows and maintaining a strong balance sheet. Further progress in each of these important areas will ensure another successful year in 2013.”

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 to the call on the Company’s website, www.genpt.com, by clicking “Investor Services”, or by dialing 877-331-5106, conference ID 92943087. A replay will also be available on the Company’s website or at 855-859-2056, conference ID 92943087, two hours after the completion of the call until 12:00 a.m. Eastern time on March 6, 2013.

Forward Looking Statements

Some statements in this report, as well as in other materials we file with the Securities and Exchange Commission (SEC) or otherwise release to the public and in materials that we make available on our website, constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Senior officers may also make verbal statements to analysts, investors, the media and others that are forward-looking. Forward-looking statements may relate, for example, to future operations, prospects, strategies, financial condition, economic performance (including growth and earnings), industry conditions and demand for our products and services. The Company cautions that its forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements. Actual results or events may differ materially from those indicated as a result of various important factors. Such factors may include, among other things, slowing demand for the Company’s products, changes in general economic conditions, including, unemployment, inflation or deflation, high energy costs, uncertain credit markets and other macro-economic conditions, the ability to maintain favorable vendor arrangements and relationships, disruptions in our vendors’ operations, competitive product, service and pricing pressures, the Company’s ability to successfully implement its business initiatives in each of its four business segments, the Company’s ability to successfully integrate its acquired businesses, the uncertainties and costs of litigation, as well as other risks and uncertainties discussed in the Company’s Annual Report on Form 10-K for 2011 and from time to time in the Company’s subsequent filings with the SEC.

Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent Forms 10-K, 10-Q, 8-K and other reports to the SEC.

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., Canada and Mexico through its Motion Industries subsidiary. S.P. Richards Company, the Office Products Group, distributes business products nationwide in the U.S. and Canada. The Electrical/Electronic Group, EIS, Inc., distributes electrical and electronic components throughout the U.S., Canada and Mexico.

GENUINE PARTS COMPANY and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended Dec. 31,				Year Ended Dec. 31,
	2012		2011		2012		2011
	(in thousands, except per share data)
Net sales	$	3,118,966	$	3,014,135	$	13,013,868	$	12,458,877
Cost of goods sold		2,208,308		2,121,535		9,235,777		8,852,837
Gross profit		910,658		892,600		3,778,091		3,606,040
Operating expenses:
Selling, administrative & other expenses		633,678		660,428		2,660,776		2,626,298
Depreciation and amortization		25,054		21,997		98,383		88,936
		658,732		682,425		2,759,159		2,715,234
Income before income taxes		251,926		210,175		1,018,932		890,806
Income taxes		91,701		75,218		370,891		325,690
Net income	$	160,225	$	134,957	$	648,041	$	565,116
Basic net income per common share	$	1.03	$	.87	$	4.17	$	3.61
Diluted net income per common share	$	1.03	$	.86	$	4.14	$	3.58
Weighted average common shares outstanding		154,952		155,567		155,413		156,656
Dilutive effect of stock options and
non-vested restricted stock awards		943		1,095		1,007		1,004
Weighted average common shares outstanding –
assuming dilution		155,895		156,662		156,420		157,660

GENUINE PARTS COMPANY and SUBSIDIARIES
SEGMENT INFORMATION AND FINANCIAL HIGHLIGHTS

	Three Months Ended Dec. 31,						Year Ended Dec. 31,
	2012			2011			2012			2011
	(in thousands)
Net sales:
Automotive	$	1,531,624		$	1,460,152		$	6,320,882		$	6,061,424
Industrial		1,054,773			1,032,719			4,453,574			4,173,574
Office Products		402,942			391,403			1,686,690			1,689,368
Electrical/Electronic Materials		135,387			137,601			582,820			557,537
Other (1)		(5,760	)		(7,740	)		(30,098	)		(23,026	)
Total net sales	$	3,118,966		$	3,014,135		$	13,013,868		$	12,458,877
Operating profit:
Automotive	$	122,491		$	89,879		$	540,678		$	467,806
Industrial		78,117			89,139			352,119			337,628
Office Products		36,373			38,149			134,441			134,124
Electrical/Electronic Materials		12,456			10,283			50,910			40,663
Total operating profit		249,437			227,450			1,078,148			980,221
Interest expense, net		(4,914	)		(5,628	)		(19,619	)		(24,608	)
Intangible amortization		(3,811	)		(1,942	)		(12,991	)		(6,774	)
Other, net		11,214			(9,705	)		(26,606	)		(58,033	)
Income before income taxes	$	251,926		$	210,175		$	1,018,932		$	890,806
Capital expenditures	$	30,360		$	39,537		$	101,987		$	103,469
Depreciation and amortization	$	25,054		$	21,997		$	98,383		$	88,936

(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,
	2012			2011
	(in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	403,095		$	525,054
Trade accounts receivable, net		1,490,028			1,461,011
Merchandise inventories, net		2,602,560			2,440,111
Prepaid expenses and other current assets		324,448			328,534
TOTAL CURRENT ASSETS		4,820,131			4,754,710
Goodwill and other intangible assets, less accumulated amortization		497,839			279,775
Deferred tax asset		279,463			261,608
Other assets		643,263			406,477
Net property, plant and equipment		566,365			500,204
TOTAL ASSETS	$	6,807,061		$	6,202,774
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade accounts payable	$	1,681,900		$	1,440,762
Current portion of debt		250,000			—
Income taxes payable		4,354			21,081
Dividends payable		76,641			70,021
Other current liabilities		474,743			480,684
TOTAL CURRENT LIABILITIES		2,487,638			2,012,548
Long-term debt		250,000			500,000
Retirement and other post-retirement benefit liabilities		572,988			493,721
Other long-term liabilities		488,256			442,914
Common stock		154,841			155,651
Retained earnings and other		3,344,538			3,070,394
Accumulated other comprehensive loss		(501,492	)		(482,038	)
TOTAL PARENT EQUITY		2,997,887			2,744,007
Noncontrolling interests in subsidiaries		10,292			9,584
TOTAL EQUITY		3,008,179			2,753,591
TOTAL LIABILITIES AND EQUITY	$	6,807,061		$	6,202,774

GENUINE PARTS COMPANY and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended Dec. 31,
	2012			2011
	(in thousands)
OPERATING ACTIVITIES:
Net income	$	648,041		$	565,116
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		98,383			88,936
Share-based compensation		10,747			7,547
Excess tax benefits from share-based compensation		(11,018	)		(5,356	)
Other		10,808			(5,349	)
Changes in operating assets and liabilities		149,477			(25,967	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		906,438			624,927
INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(101,987	)		(103,469	)
Acquisitions and other		(549,880	)		(128,028	)
NET CASH USED IN INVESTING ACTIVITIES		(651,867	)		(231,497	)
FINANCING ACTIVITIES:
Proceeds from debt		750,000			250,000
Payments on debt		(750,000	)		(250,000	)
Stock options exercised		(7,043	)		(1,049	)
Excess tax benefits from share-based compensation		11,018			5,356
Dividends paid		(300,983	)		(276,369	)
Purchase of stock		(81,826	)		(122,078	)
NET CASH USED IN FINANCING ACTIVITIES		(378,834	)		(394,140	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		2,304			(4,204	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(121,959	)		(4,914	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		525,054			529,968
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	403,095		$	525,054

FOR IMMEDIATE RELEASE

Contacts: Jerry W. Nix, Vice Chairman and CFO – (770) 612-2048
Carol B. Yancey, Executive Vice President-Finance – (770) 612-2044
Sidney G. Jones, Vice President-Investor Relations – (770) 818-4628

GENUINE PARTS COMPANY
ANNOUNCES 57^th CONSECUTIVE YEAR OF INCREASED DIVIDENDS

- Dividend for 2013 Increased by 9% -

Atlanta, Georgia, February 19, 2013 –Genuine Parts Company (NYSE: GPC) announced today a 9% increase in the regular quarterly cash dividend for 2013. The Board of Directors of the Company, at its February 18, 2013 board meeting, increased the cash dividend payable to an annual rate of $2.15 per share compared with the previous dividend of $1.98 per share. The quarterly cash dividend of fifty-three and three-quarter cents ($.5375) per share is payable April 1, 2013 to shareholders of record March 8, 2013. GPC has paid a cash dividend every year since going public in 1948, and 2013 marks the 57^th consecutive year of increased dividends paid to shareholders.

Genuine Parts Company plans to release Fourth Quarter and Year-End Earnings later this morning. Management will also conduct a conference call at 11:00 a.m. Eastern time. The public may access the call on the Company’s website, www.genpt.com, by clicking “Investor Services”, or by dialing 877-331-5106. The conference ID is 92943087. If you are unable to participate during the call, a replay of the call will be available on the Company’s website or toll-free at 855-859-2056, ID 92943087, two hours after the completion of the conference call until 12:00 a.m. Eastern time on March 6, 2013.

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., Canada and Mexico through its Motion Industries subsidiary. S. P. Richards Company, the Office Products Group, distributes business products nationwide in the U.S. and in Canada. The Electrical/Electronic Group, EIS, Inc., distributes electrical and electronic components throughout the U.S., Canada and Mexico.