10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 1-5690

GENUINE PARTS COMPANY

(Exact name of registrant as specified in its charter)

GEORGIA	58-0254510
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2999 CIRCLE 75 PARKWAY, ATLANTA, GA	30339
(Address of principal executive offices)	(Zip Code)

(770) 953-1700
(Registrant’s telephone number, including area code)

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 þ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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.

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller 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 þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at March 31, 2009
Common Stock, $1.00 par value per share	159,446,330 shares

TABLE OF CONTENTS

	PART 1 — FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II — OTHER INFORMATION
	Item 1A. Risk Factors
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART 1 — FINANCIAL INFORMATION

Item 1. Financial Statements

GENUINE PARTS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2009			2008
	(unaudited)
	(in thousands, except share
	and per share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	133,281		$	67,777
Trade accounts receivable, less allowance for doubtful accounts (2009 — $18,364; 2008 — $18,586)		1,211,337			1,224,525
Merchandise inventories, net — at lower of cost (substantially last-in, first-out method) or market		2,253,036			2,316,880
Prepaid expenses and other current assets		222,253			262,238
TOTAL CURRENT ASSETS		3,819,907			3,871,420
Goodwill and intangible assets, less accumulated amortization		158,427			158,825
Deferred tax asset		216,653			218,503
Other assets		117,502			114,337
Property, plant and equipment, less allowance for depreciation (2009 - $635,004; 2008 - $628,532)		412,366			423,265
TOTAL ASSETS	$	4,724,855		$	4,786,350
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade accounts payable	$	964,267		$	1,009,423
Income taxes payable		70,883			24,685
Dividends payable		63,779			62,148
Other current liabilities		158,445			190,847
TOTAL CURRENT LIABILITIES		1,257,374			1,287,103
Long-term debt		500,000			500,000
Other long-term liabilities		110,207			103,264
Retirement and other post-retirement benefit liabilities		448,844			502,605
EQUITY:
Preferred Stock, par value — $1 per share
Authorized — 10,000,000 shares — None issued		-0-			-0-
Common Stock, par value — $1 per share
Authorized — 450,000,000 shares
Issued — 2009 — 159,446,330; 2008 — 159,442,508		159,446			159,443
Retained earnings		2,671,224			2,643,451
Accumulated other comprehensive loss		(491,917	)		(478,562	)
TOTAL PARENT EQUITY		2,338,753			2,324,332
Noncontrolling interests in subsidiaries		69,677			69,046
TOTAL EQUITY		2,408,430			2,393,378
TOTAL LIABILITIES AND EQUITY	$	4,724,855		$	4,786,350

See notes to condensed consolidated financial statements.

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GENUINE PARTS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended March 31,
	2009		2008
	(unaudited)
	(in thousands, except per share data)
Net sales	$	2,444,496	$	2,739,473
Cost of goods sold		1,712,295		1,919,990
Gross profit		732,201		819,483
Operating Expenses:
Selling, administrative & other expenses		565,012		605,118
Depreciation and amortization		22,521		22,684
		587,533		627,802
Income before income taxes		144,668		191,681
Income taxes		55,509		68,138
Net income	$	89,159	$	123,543
Basic net income per common share	$	.56	$	.75
Diluted net income per common share	$	.56	$	.75
Dividends declared per common share	$	.40	$	.39
Weighted average common shares outstanding		159,444		164,977
Dilutive effect of stock options and non-vested restricted stock awards		219		729
Weighted average common shares outstanding — assuming dilution		159,663		165,706

See notes to condensed consolidated financial statements.

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GENUINE PARTS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
	2009			2008
	(unaudited)
	(in thousands)
OPERATING ACTIVITIES:
Net income	$	89,159		$	123,543
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		22,521			22,684
Share-based compensation		2,370			1,600
Excess tax benefits from share-based compensation		—			(217	)
Other		807			804
Changes in operating assets and liabilities		85,565			(2,527	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		200,422			145,887
INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(14,097	)		(21,762	)
Acquisitions and other		(5,779	)		(39,003	)
NET CASH USED IN INVESTING ACTIVITIES		(19,876	)		(60,765	)
FINANCING ACTIVITIES:
Stock options exercised		142			752
Excess tax benefits from share-based compensation		—			217
Dividends paid		(62,148	)		(60,789	)
Changes in cash overdraft position		(52,000	)		—
Purchase of stock		(116	)		(94,325	)
NET CASH USED IN FINANCING ACTIVITIES		(114,122	)		(154,145	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(920	)		(1,295	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		65,504			(70,318	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		67,777			231,837
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	133,281		$	161,519

See notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A — Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of Genuine Parts Company (the “Company”) for the year ended December 31, 2008. Accordingly, the quarterly condensed consolidated financial statements and related disclosures herein should be read in conjunction with the 2008 Annual Report on Form 10-K.

The preparation of interim financial statements requires management to make estimates and assumptions for the amounts reported in the condensed consolidated financial statements. Specifically, the Company makes estimates in its interim consolidated financial statements for the accrual of bad debts, inventory adjustments, discounts and volume incentives earned, among others. Bad debts are accrued based on a percentage of sales, and volume incentives are estimated based upon cumulative and projected purchasing levels. Inventory adjustments are accrued on an interim basis and adjusted in the fourth quarter based on the annual book to physical inventory adjustment. The estimates for interim reporting may change upon final determination at year-end, and such changes may be significant.

In the opinion of management, all adjustments necessary for a fair presentation of the Company’s financial results for the interim period have been made. These adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of results for the entire year.

Note B — Segment Information

	Three Months Ended March 31,
	2009			2008
	(in thousands)
Net sales:
Automotive	$	1,219,128		$	1,305,887
Industrial		736,501			881,213
Office products		412,748			442,392
Electrical/electronic materials		86,133			114,301
Other		(10,014	)		(4,320	)
Total net sales	$	2,444,496		$	2,739,473
Operating profit:
Automotive	$	87,407		$	90,644
Industrial		34,175			68,992
Office products		38,728			43,932
Electrical/electronic materials		5,668			9,010
Total operating profit		165,978			212,578
Interest expense, net		(7,096	)		(7,154	)
Other, net		(14,214	)		(13,743	)
Income before income taxes	$	144,668		$	191,681

Net sales by segment exclude the effect of certain discounts, incentives and freight billed to customers. The line item “Other” represents the net effect of the discounts, incentives and freight billed to customers, which is reported as a component of net sales in the Company’s condensed consolidated statements of income.

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Note C — Comprehensive Income

Comprehensive income was $75.8 million and $109.0 million for the three months ended March 31, 2009 and 2008, respectively. The difference between comprehensive income and net income was due to foreign currency translation adjustments and amounts amortized into net periodic benefit cost as required by Statement of Financial Accounting Standards (“SFAS”) No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS No. 158”), as summarized below:

	Three Months Ended March 31,
	2009			2008
	(in thousands)
Net income	$	89,159		$	123,543
Other comprehensive loss:
Foreign currency translation		(17,781	)		(17,733	)
Amounts amortized into net periodic benefit cost:
Prior service (cost) credit, net of tax		(1,227	)		99
Actuarial loss, net of tax		5,653			3,089
Total other comprehensive loss		(13,355	)		(14,545	)
Comprehensive income	$	75,804		$	108,998

Note D — Recently Issued Accounting Pronouncements

On September 15, 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. SFAS No. 157 does not expand the use of fair value in any new circumstances. In accordance with FASB Staff Position 157-2, the Company adopted SFAS No. 157 for its financial assets and liabilities as of January 1, 2008 and for its non-financial assets and liabilities as of January 1, 2009. SFAS No. 157 did not have a significant impact on the condensed consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations (“SFAS No. 141(R)”). Under SFAS No. 141(R), an acquiring entity is required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141(R) changes the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company adopted SFAS No. 141(R) on January 1, 2009. SFAS No. 141(R) did not have a significant impact on the condensed consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ARB No. 51 (“SFAS No. 160”). SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement requires that noncontrolling minority interests be reported as equity instead of a liability on the balance sheet. Additionally, it requires disclosure of consolidated net income attributable to the parent and to the noncontrolling interest on the face of the income statement. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. The Company adopted SFAS No. 160 on January 1, 2009 and reclassified $69 million of noncontrolling minority interest from liabilities to equity on the December 31, 2008 condensed consolidated balance sheet. The net income attributable to noncontrolling interests is not material to the Company’s consolidated net income and is, therefore, included in selling, administrative & other expenses on the accompanying condensed consolidated statements of income.

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In December 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position 132(R)—1, Employers’ Disclosures about Postretirement Benefit Plan Assets (“FSP 132(R) -1”). This FSP amends SFAS No. 132(R) to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan on investment policies and strategies, major categories of plan assets, inputs and valuation techniques used to measure the fair value of plan assets and significant concentrations of risk within plan assets. FSP 132(R) —1 shall be effective for fiscal years ending after December 15, 2009, with earlier application permitted. Upon initial application, the provisions of this FSP are not required for earlier periods that are presented for comparative purposes. The Company is currently evaluating the disclosure requirements of this new FSP.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP 107-1”), which is effective for the Company for the quarterly period beginning April 1, 2009. FSP 107-1 requires an entity to provide the annual disclosures required by FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, in its interim financial statements. The Company will provide the additional disclosures required by FSP 107-1 in its quarterly report on Form 10-Q for the period ending June 30, 2009.

Note E — Share-Based Compensation

As more fully discussed in Note 5 of the Company’s notes to the consolidated financial statements in the 2008 Annual Report on Form 10-K, the Company maintains various long-term incentive plans, which provide for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance awards, dividend equivalents and other share-based awards. 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 common stock and do not provide for cash settlement. RSUs represent a contingent right to receive one share of the Company’s common stock at a future date. The majority of awards previously granted vest on a pro-rata basis for periods ranging from one to five years and are expensed accordingly on a straight-line basis. The Company issues new shares upon exercise or conversion of awards under these plans. Most awards may be exercised or converted to shares not earlier than twelve months nor later than ten years from the date of grant. At March 31, 2009, total compensation cost related to nonvested awards not yet recognized was approximately $12.1 million, as compared to $18.2 million at March 31, 2008. The weighted-average period over which this compensation cost is expected to be recognized is approximately three years. The aggregate intrinsic value for options, SARs and RSUs outstanding at March 31, 2009 was approximately $9.6 million. At March 31, 2009 the aggregate intrinsic value for options, SARs and RSUs vested totaled approximately $3.4 million, and the weighted-average contractual life for outstanding and exercisable options, SARs and RSUs was approximately six years. For the three months ended March 31, 2009, $2.4 million of share-based compensation cost was recorded, as compared to $1.6 million for the same period in the prior year.

The Company had no grant activity for the three months ended March 31, 2009.

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Note F — Employee Benefit Plans

Net periodic pension cost included the following components for the three months ended March 31:

							Other Post-retirement
	Pension Benefits						Benefits
	2009			2008			2009		2008
	(in thousands)
Service cost	$	4,371		$	13,341		$	190	$	220
Interest cost		23,482			22,629			426		404
Expected return on plan assets		(27,776	)		(28,746	)		—		—
Amortization of prior service (income) cost		(1,802	)		(4	)		93		93
Amortization of actuarial loss		8,936			4,504			426		404
Net periodic pension cost	$	7,211		$	11,724		$	1,135	$	1,121

Pension benefits also include amounts related to a supplemental retirement plan. During the three months ended March 31, 2009, the Company contributed $52.9 million to the pension plan.

Note G — Guarantees

In June 2003, the Company completed an amended and restated master agreement to its $85 million construction and lease agreement (the “Agreement”). The lessor in the Agreement is an independent third-party limited liability company, which has as its sole member a publicly traded corporation. Properties acquired by the lessor are constructed and/or then leased to the Company under operating lease agreements. No additional properties are being added to this Agreement, as the construction term has ended. The Company does not believe the lessor is a variable interest entity, as defined in FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, an interpretation of ARB No. 51 (“FIN No. 46”). In addition, the Company has verified that even if the lessor was determined to be a variable interest entity, the Company would not have to consolidate the lessor nor the assets and liabilities associated with properties leased to the Company. This is because the assets leased under the Agreement do not exceed 50% of the total fair value of the lessor’s assets, excluding any assets that should be excluded from such calculation under FIN No. 46, nor did the lessor finance 95% or more of the leased balance with non-recourse debt, target equity or similar funding. The Agreement has been accounted for as an operating lease under SFAS No. 13, Accounting for Leases and related interpretations. Rent expense related to the Agreement is recorded under selling, administrative and other expenses in our condensed consolidated statements of income and was $0.2 million and $0.8 million for the three months ended March 31, 2009 and 2008, respectively.

This Agreement, having a term of six years expiring in June 2009, contains residual value guarantee provisions and other guarantees that would become due in the event of a default under the operating lease agreement, or at the expiration of the operating lease agreement if the fair value of the leased properties is less than the guaranteed residual value. The maximum amount of the Company’s potential guarantee obligation, representing the residual value guarantee, at March 31, 2009, is approximately $62.7 million. The Company believes the likelihood of funding the guarantee obligation under any provision of the operating lease agreements is remote.

The Company also guarantees the borrowings of certain independently controlled automotive parts stores (“independents”) and certain other affiliates in which the Company has a noncontrolling equity ownership interest (“affiliates”). Presently, the independents are generally consolidated by unaffiliated enterprises that have a controlling financial interest through ownership of a majority voting interest in the entity. The Company has no voting interest or other equity conversion rights in any of the independents. The Company does not control the independents or the affiliates, but receives a fee for the guarantee. The Company has concluded that it is not the primary beneficiary with respect to any of the independents and that the affiliates are not variable interest entities. The Company’s maximum exposure to loss as a result of its involvement with these independents and affiliates is equal to the total borrowings subject to the Company’s guarantee.

At March 31, 2009, the total borrowings of the independents and affiliates subject to guarantee by the Company were approximately $194.0 million. These loans generally mature over periods from one to ten years. In the event that the Company is required to make payments in connection with guaranteed obligations of the independents or the affiliates, the Company would obtain and liquidate certain collateral (e.g., accounts receivable and inventory) to recover all or a portion of the amounts paid under the guarantee. When it is deemed probable that the Company will incur a loss in connection with a guarantee, a liability is recorded equal to this estimated loss. To date, the Company has had no significant losses in connection with guarantees of independents’ and affiliates’ borrowings.

8

Effective January 1, 2003, the Company adopted FIN No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN No. 45”). In accordance with FIN No. 45 and based on available information, the Company has accrued for those guarantees related to the independents’ and affiliates’ borrowings and the construction and lease agreement as of March 31, 2009. These liabilities are not material to the financial position of the Company and are included in other long-term liabilities in the accompanying condensed consolidated balance sheets.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes contained herein and with the audited consolidated financial statements, accompanying notes, related information and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2008.

Forward-Looking Statements

Some statements in this report, as well as in other materials we file with the 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 our 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 include, but are not limited to, the ability to maintain favorable supplier arrangements and relationships, changes in general economic conditions, the growth rate of the market demand for the Company’s products and services, competitive product, service and pricing pressures, including internet related initiatives, the effectiveness of the Company’s promotional, marketing and advertising programs, changes in the financial markets, including particularly the capital and credit markets, 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 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-Q, 10-K, 8-K and other reports to the SEC.

Overview

Genuine Parts Company is a service organization engaged in the distribution of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials. The Company has a long tradition of growth dating back to 1928, the year we were founded in Atlanta, Georgia. During the three months ended March 31, 2009, business was conducted throughout the United States, Puerto Rico, Canada and Mexico from approximately 2,000 locations.

For the three months ended March 31, 2009, we recorded consolidated net income of $89.2 million compared to consolidated net income of $123.5 million in the same period last year, a decrease of 28%. Similar to the fourth quarter of 2009, our businesses continue to be impacted by the effects of reduced consumer spending, declining industrial production and higher unemployment, which we discuss further below. The Company remains focused on several initiatives to address the economic slowdown, such as new and expanded product lines, the penetration of new markets (including acquisitions), and a variety of gross margin and cost savings initiatives.

9

Sales

Sales for the first quarter of 2009 were $2.44 billion, a decrease of 11% compared to $2.74 billion for the same period in 2008.

Sales for the Automotive Parts Group decreased 7% in the first quarter of 2009, as compared to the same period in the previous year. Currency exchange had a negative impact on our results in Canada and Mexico, which contributed to approximately 4% of the decrease in the three months ended March 31, 2009 as compared to the same period of the previous year. The Industrial Products Group sales decreased by 16% for the three month period ended March 31, 2009, as compared to the same period in 2008. Industrial market indices, such as Industrial Production and Capacity Utilization, are trending downward, indicating a continuation of deteriorating economic conditions. Sales for the Office Products Group for the first quarter of 2009 decreased 7% as compared to the three months ended March 31, 2008. This group continues to experience weak market conditions, which have resulted in an industry-wide softening of demand. Sales for the Electrical/Electronic Materials Group decreased 25% for the three month period ended March 31, 2009, as compared to the same period of the previous year. The deteriorating economy, including manufacturing contraction as measured by the Institute for Supply Managements Purchasing Managers’ Index had a significant impact on this business during the quarter.

Cost of Goods Sold/Expenses

Cost of goods sold for the first quarter of 2009 was $1.71 billion, an 11% decrease from $1.92 billion for the first quarter of 2008. As a percent of sales, cost of goods sold was flat for the three months ended March 31, 2009 as compared to the same period in 2008. Cumulative pricing increased .2% in Industrial and 2.2% in Office Products for the three months ended March 31, 2009. Cumulative pricing was flat in Electrical/Electronic and decreased 1% in Automotive, as compared to the same three month period of the prior year.

Selling, administrative and other expenses of $587.5 million increased to 24.0% of sales for the first quarter of 2009 as compared to 22.9% for the same period of the prior year. The increase is primarily associated with the loss of expense leverage in the quarter due to decreased sales for the three months ended March 31, 2009 as compared to the same three month period ended March 31, 2008.

Operating Profit

Operating profit as a percentage of sales was 6.8% for the three months ended March 31, 2009, compared to 7.8% for the same period of the previous year.

The Automotive Parts Group’s operating profit decreased 3.6% in the first quarter of 2009 compared to the first quarter of 2008, and its operating profit margin of 7.2% for the three months ended March 31, 2009 was an increase from 6.9% in the same period of the prior year. The improved operating profit margin is primarily due to certain one-time costs incurred in the first quarter of 2008 related to the sale of the Company’s Johnson Industries subsidiary and the consolidation of the Company’s remanufacturing operations. The Industrial Products Group had a 50.5% decrease in operating profit in the first quarter of 2009, and the operating profit margin for this group decreased to 4.6%, as compared to 7.8% from the same period in the previous year. For the three month period ended March 31, 2009, the Office Products Group’s operating profit decreased 11.8% and its operating profit margin decreased to 9.4%, as compared to 9.9% in the same period of the prior year. The Electrical/Electronic Materials Group decreased its operating profit for the first quarter by 37.1%, and its operating margin decreased to 6.6% compared to 7.9% in the first quarter of the previous year. The operating profit margin decrease across all business segments is primarily due to the loss of expense leverage on decreased revenues for the three months ended March 31, 2009, as compared to the three month period ended March 31, 2008.

Income Taxes

The effective income tax rate was 38.4% for the three month period ended March 31, 2009 as compared to 35.6% for the three month period ended March 31, 2008. The increase in the rate is primarily due to the tax benefit on the sale of the Company’s Johnson Industries subsidiary in the first quarter of last year.

Net Income

Net income for the three months ended March 31, 2009 was $89.2 million, a decrease of 28%, as compared to $123.5 million for the first quarter of 2008. On a per share diluted basis, net income was $.56, down 25% compared to $.75 for the first quarter of last year.

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Financial Condition

The major balance sheet categories at March 31, 2009 were relatively consistent with the December 31, 2008 balance sheet categories, with the exception of cash. Cash balances increased $65.5 million or 97% from December 31, 2008, due primarily to an improved working capital position. Cash generated from operations of $200.4 million was primarily used to pay dividends of $62.1 million, invest in the Company via capital expenditures of $14.1 million, as well as for acquisitions of approximately $5.8 million.

Accounts receivable decreased $13.2 million or 1%, which is primarily due to the Company’s overall sales decrease. Inventory decreased $63.8 million compared to December 31, 2008, which reflects the Company’s reduced purchases and inventory management initiatives. Prepaid expenses and other current assets decreased 15%, or $40.0 million, primarily due to collections of volume incentives accrued as of December 31, 2008. Other assets increased $3.2 million or 3%, from December 31, 2008. Accounts payable decreased $45.2 million, or 4%, primarily due to decreased purchases related to the sales decline in the three months ended March 31, 2009, compared to December 31, 2008. The Company’s long-term debt is discussed in detail below.

Liquidity and Capital Resources

Long-term debt, which matures in 2011 and 2013, is at fixed rates of interest and remains unchanged at $500 million as of March 31, 2009, compared to December 31, 2008.

The ratio of current assets to current liabilities was 3.0 to 1 at March 31, 2009, and remains unchanged as compared to December 31, 2008.

The credit and capital markets continue to experience adverse conditions. Continued volatility in the credit and capital markets may increase costs associated with the incurrence of debt or affect our ability to access the credit or capital markets. Notwithstanding these adverse market conditions, the Company currently believes existing lines of credit and cash generated from operations will be sufficient to fund anticipated operations, including voluntary share repurchases, if any, for the foreseeable future. The Company maintains a $350 million unsecured revolving line of credit with a consortium of financial institutions, which matures in December 2012 and bears interest at LIBOR plus .23%. At March 31, 2009, no amounts were outstanding under the line of credit.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The information called for by this item is provided elsewhere herein and in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. Although the Company does not face material risks related to interest rates and commodity prices, the Company is exposed to changes in foreign currency rates with respect to foreign currency denominated operating revenues and expenses. The Company has translation gains or losses that result from translation of the results of operations of an operating unit’s foreign functional currency into U.S. dollars for consolidated financial statement purposes. The Company’s principal foreign currency exchange exposure is the Canadian dollar, which is the functional currency of our Canadian operations. As previously noted under “Sales,” foreign currency exchange exposure to the Canadian dollar and, to a lesser extent, the Mexican peso, negatively impacted our results for the first quarter of 2009. There have been no other material changes in market risk from the information provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Item 4. Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or furnishes under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 of the SEC that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information about the Company’s purchases of shares of the Company’s common stock during the quarter:

ISSUER PURCHASES OF EQUITY SECURITIES

	Total				Total Number of		Maximum Number of
	Number of				Shares Purchased		Shares That May Yet
	Shares		Average		as Part of Publicly		Be Purchased Under
	Purchased		Price Paid		Announced Plans		the Plans or
Period	(1)		Per Share		or Programs (2)		Programs
January 1, 2009 through January 31, 2009		1,180	$	39.04		—		18,544,730
February 1, 2009 through February 28, 2009		2,434	$	29.39		4,000		18,540,730
March 1, 2009 through March 31, 2009		—		—		—		18,540,730
Totals		3,614	$	32.54		4,000		18,540,730

(1)

Includes shares surrendered by employees to the Company to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock, the exercise of stock options and/or tax withholding obligations.

(2)

On August 21, 2006 and November 17, 2008, the Board of Directors authorized the repurchase of 15 million shares and 15 million shares, respectively, and such repurchase plans were announced on August 21, 2006 and November 17, 2008, respectively. The authorization for these repurchase plans continues until all such shares have been repurchased, or the repurchase plan is terminated by action of the Board of Directors. Approximately 3.5 million shares authorized in the repurchase plan announced in 2006 and all 15 million shares authorized in 2008 remain to be repurchased by the Company. There were no other publicly announced plans outstanding as of March 31, 2009.

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Item 6. Exhibits

(a) The following exhibits are filed or furnished as part of this report:

Exhibit 3.1	Amended and Restated Articles of Incorporation of the Company, dated April 23, 2007 (incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K dated April 23, 2007)
Exhibit 3.2	Bylaws of the Company, as amended and restated (incorporated herein by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K dated August 20, 2007)
Exhibit 10.1	Genuine Parts Company 2009 Annual Incentive Bonus Plan, dated March 13, 2009, effective January 1, 2009 — filed herewith
Exhibit 31.1	Certification pursuant to SEC Rule 13a-14(a) signed by the Chief Executive Officer — filed herewith
Exhibit 31.2	Certification pursuant to SEC Rule 13a-14(a) signed by the Chief Financial Officer — filed herewith
Exhibit 32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer — furnished herewith
Exhibit 32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer — furnished herewith

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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 thereunto duly authorized.

	Genuine Parts Company (Registrant)
Date: May 7, 2009	/s/ Jerry W. Nix
	Jerry W. Nix
	Vice Chairman and Chief Financial Officer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibits
No.	Description
Exhibit 10.1	Genuine Parts Company 2009 Annual Incentive Bonus Plan, dated March 13, 2009, effective January 1, 2009 — filed herewith
Exhibit 31.1	Certification pursuant to SEC Rule 13a-14(a) signed by the Chief Executive Officer — filed herewith
Exhibit 31.2	Certification pursuant to SEC Rule 13a-14(a) signed by the Chief Financial Officer — filed herewith
Exhibit 32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer — furnished herewith
Exhibit 32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer — furnished herewith

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EX-10.1

Exhibit 10.1

GENUINE PARTS COMPANY

ANNUAL INCENTIVE BONUS PLAN

TABLE OF CONTENTS

ARTICLE 1 ESTABLISHMENT OF PLAN	1
1.1 Background	1
1.2 Purpose	1
1.3 Effective Date	1
ARTICLE 2 DEFINITIONS	1
2.1 Definitions	1
ARTICLE 3 ADMINISTRATION	2
3.1 Committee	2
3.2 Authority of Committee	2
3.3 Decisions Binding	3
ARTICLE 4 ELIGIBILITY	3
4.1 Designation of Participants	3
4.2 Partial Year Participation	3
4.3 Demotions	3
ARTICLE 5 OPERATION OF THE PLAN	4
5.1 Plan Structure	4
5.2 Establishment of Target Bonuses	4
5.3 Company Financial Objectives	4
5.4 Individual Performance Objectives	4
5.5 Threshold Performance Goal and Individual Award Limits	5
5.6 Payout Form and Timing	5
5.7 Terminations of Employment	5
ARTICLE 6 AMENDMENT, MODIFICATION AND TERMINATION	6
6.1 Amendment, Modification and Termination	6
6.2 Termination After or During Plan Year	6
ARTICLE 7 GENERAL PROVISIONS	6
7.1 No Right to Participate	6
7.2 No Right to Employment	6
7.3 Withholding	6
7.4 Funding	6
7.5 Expenses	6
7.6 Titles and Headings	7
7.7 Gender and Number	7
7.8 Governing Law	7
7.9 2006 Incentive Plan Controls	7

GENUINE PARTS COMPANY
ANNUAL INCENTIVE BONUS PLAN

ARTICLE 1
ESTABLISHMENT OF PLAN

1.1 BACKGROUND. This Annual Incentive Bonus Plan (the “Annual Incentive Bonus Plan” or the “Plan”) is a subplan of the Genuine Parts Company 2006 Long-Term Incentive Plan (“2006 Incentive Plan”), consisting of a program for the grant of annual Performance-Based Cash Awards under Article 9 of the 2006 Incentive Plan. This Plan has been established and approved, and will be administered by, the Committee pursuant to the terms of the 2006 Incentive Plan, including without limitation, Section 14.11 thereof. It is intended that the Performance Bonuses earned under this Plan shall be Qualified Performance-Based Cash Awards with respect to Participants who are Covered Employees, with the intent that the Performance Bonuses will be fully deductible by the Company without regard to the limitations of Code Section 162(m). The applicable Award limits of Section 5.4 of the 2006 Incentive Plan shall apply with respect to this Plan. As of the Effective Date, Section 5.4 of the 2006 Incentive Plan provides that the aggregate dollar value of any Performance-Based Cash Award that may be paid to any one Participant during any one calendar year under the 2006 Incentive Plan is $7,500,000.

1.2. PURPOSE. The purpose of this Plan is to provide for the payment of a cash bonus to key employees of the Company, the payment of which will be based on the achievement of Performance Objectives during a Plan Year. Company Financial Objectives are designed to focus on overall corporate financial results that drive shareholder value. Unless otherwise specified by the Committee, the Performance Objectives include Company Financial Objectives, Individual Performance Objectives and Threshold Earnings Performance.

1.3. EFFECTIVE DATE. This Plan was approved by the Committee on March 13, 2009, to be effective as of the beginning of Plan Year 2009.

ARTICLE 2
DEFINITIONS

2.1. DEFINITIONS. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2006 Incentive Plan. In addition, the following terms shall have the following meanings for purposes of this Plan, unless the context in which they are used clearly indicates that some other meaning is intended.

Annual Incentive Bonus Plan or Plan. The Genuine Parts Company Annual Incentive Bonus Plan, a subplan of the 2006 Incentive Plan, as set forth in this document together with any subsequent amendments hereto.

Committee. The Compensation, Nominating and Governance Committee of the Board of Directors of the Company.

Company Financial Objectives. The Company Financial Objectives established by the Committee for a Plan Year, as provided in Article 5.

Effective Date. January 1, 2009.

GAAP. Generally accepted accounting principles for U.S. companies.

Individual Award Limit. Has the meaning described in Section 5.5.

Individual Performance Objectives. The Individual Performance Objectives established by the Committee for a Plan Year, as provided in Article 5.

Performance Bonus. The bonus payable to a Participant under this Plan calculated by reference to the achievement of applicable Performance Objectives, as determined in accordance with Article 5.

Performance Objectives. Collectively with respect to a Participant, Threshold Earnings Performance and any other Company Financial Objectives and Individual Performance Objectives (applicable to the Participant), as provided in Article 5.

Plan Year. January 1 to December 31 of each year.

Schedule. Means a document setting forth, with respect to one or more Participants, Company Financial Objectives and/or Individual Performance Objectives for a Plan Year and the relative weightings of such measures and such other information as the Committee determines is appropriate.

Target Bonus. Has the meaning described in Section 5.2.

Threshold Earnings Performance. Has the meaning give such term in Section 5.5.

ARTICLE 3
ADMINISTRATION

3.1. COMMITTEE. This Plan shall be administered by the Committee.

3.2. AUTHORITY OF COMMITTEE. Without limiting its authority under Article 4 of the 2006 Incentive Plan, the Committee has the exclusive power, authority and discretion to:

(a) Designate Participants for each Plan Year;

(b) Establish and review Performance Objectives and weightings for different Performance Objectives for each Plan Year;

(c) Establish Target Bonuses for Participants for each Plan Year;

2

(d) Determine whether and to what extent Performance Objectives were achieved for each Plan Year;

(e) Increase (subject to the Individual Award Limit) or decrease the Performance Bonus otherwise payable to any Participant resulting from the achievement of Performance Objectives in any Plan Year, based on such subjective factors as the Committee shall deem relevant;

(f) Establish, adopt or revise any rules and regulations as it may deem necessary or advisable to administer this Plan;

(g) Make all other decisions and determinations that may be required under this Plan or as the Committee deems necessary or advisable to administer this Plan; and

(h) Amend this Plan as provided herein.

3.3. DECISIONS BINDING. The Committee’s interpretation of this Plan and all decisions and determinations by the Committee with respect to this Plan are final, binding, and conclusive on all parties.

ARTICLE 4
ELIGIBILITY

4.1. DESIGNATION OF PARTICIPANTS. Officers of the Company or its Subsidiaries are eligible to participate in the Plan. Before March 31 of each Plan Year, the Committee shall approve the Participants and their Target Bonuses for that Plan Year. The Company will notify Participants of their eligibility to participate, and the terms thereof, in writing. The Chief Executive Officer may designate additional Senior Vice Presidents or Executive Vice Presidents as Participants and shall promptly report such additional names to the Committee; provided, however, that such delegated authority shall be limited to individuals who are not anticipated to be Covered Employees for the Plan Year. The Committee, in its discretion, may determine whether other positions may qualify for participation in all or any portion of this Plan for any subsequent Plan Year or change Target Bonuses of existing Participants.

4.2. PARTIAL YEAR PARTICIPATION. If a Participant begins employment or is promoted to an eligible position after the beginning of a Plan Year, the Committee, in its discretion, may determine whether such person may participate in this Plan and if so, the terms of such participation, which will be pro rated based on the number of days such person participated in this Plan during the Plan Year, unless the Committee determines otherwise. If a Participant takes a leave of absence during the Plan Year for any reason the Participant will receive a pro rata share of a Performance Bonus, if any, for such Plan Year, unless the Committee decides otherwise.

4.3. DEMOTIONS. If a Participant is demoted during the Plan Year, the Committee will determine whether Plan participation ends at that time, or is continued, perhaps at a reduced level. If participation ends, any Performance Bonus earned during the time of participation will be prorated for the Plan Year.

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ARTICLE 5
OPERATION OF THE PLAN

5.1. PLAN STRUCTURE. Each Participant shall be eligible to receive a Performance Bonus for the Plan Year if the Company meets or exceeds certain Performance Objectives set by the Committee. It is anticipated that the Committee shall establish or approve Performance Objectives and their respective weightings, and Target Bonuses as provided in Sections 5.2, 5.3 and 5.4. In establishing Performance Objectives, the Committee may take into account such factors as it deems appropriate, including, without limitation, prior year results, planned business results, anticipated business trends, performance relative to peer companies and macroeconomic conditions. Those Performance Objectives shall provide the framework for the Committee in determining the appropriate amount of incentive awards to payout in each Plan Year. However, this Plan is designed to provide the Committee discretion to make pay-outs that differ from those that would result from the application of Sections 5.2, 5.3 and 5.4, if circumstances warrant, so long as, at a minimum, the requirements of Section 5.5 are met. Such circumstances could include, for example and without limitation, events that are not anticipated at the time the Performance Objectives are established or extenuating circumstances or extraordinary performance that is not recognized through the Performance Objectives.

5.2. ESTABLISHMENT OF TARGET BONUSES. The Committee plans to establish Performance Objectives (in addition to Threshold Earnings Performance) and Target Bonuses (other than the Individual Award Limit) for each Plan Year, by approving the percentage of each Participant’s base salary that will be awarded to the Participant for that Plan Year if Threshold Earnings Performance is achieved and if the other established Performance Objectives are achieved at the target level (the “Target Bonus”). Each Participant’s Target Bonus percentage will be communicated in writing to the Participant. The actual Performance Bonus to a Participant may be greater or less than his or her Target Bonus, depending on the level of achievement of Company Financial Objectives, as provided in the relevant Schedule, and Individual Performance Objectives, and depending on whether the Committee exercises its discretion to increase or reduce a resulting Performance Bonus as provided herein.

5.3. COMPANY FINANCIAL OBJECTIVES. Before March 31 of each Plan Year, it is anticipated that the Committee will approve Company Financial Objectives for that Plan Year in addition to Threshold Earnings Performance, and shall set forth such Company Financial Objectives in one or more Schedules. The Schedule shall provide the formula that the Committee will use as a guide for determining a Participant’s Performance Bonus at a level below the Individual Award Limit.

5.4. INDIVIDUAL PERFORMANCE OBJECTIVES. Before March 31 of each Plan Year, it is anticipated that the Committee will approve Individual Performance Objectives for Participants who are executive officers and that the Chief Executive Officer or other appropriate officers will approve Individual Performance Objectives for other Participants. Any such Individual Performance Objectives will be communicated to Participants in writing. The Committee shall consider the degree of achievement of Individual Performance Objectives as a guide in exercising its discretion in determining a Participant’s Performance Bonus at a level below the Individual Award Limit.

4

5.5 THRESHOLD PERFORMANCE GOAL AND INDIVIDUAL AWARD LIMITS. Pursuant to Section 14.11 of the 2006 Incentive Plan, by adopting this Annual Incentive Bonus Plan on March 13, 2009 to be effective as of the beginning of Plan Year 2009, the Committee has established for each Plan Year beginning with Plan Year 2009 a threshold performance goal under the Plan based on net earnings from continuing operations, which is one of the Qualified Business Criteria approved by the shareholders under Section 14.11 of the 2006 Incentive Plan. Specifically, the threshold performance goal under the Plan for each such Plan Year is that the Company achieve positive consolidated net earnings from continuing operations for such fiscal year, calculated in accordance with GAAP and as reflected in the Company’s year-end earnings release for that year (“Threshold Earnings Performance”). Subject to Section 14.11(c) of the 2006 Incentive Plan in the case of the death or Disability of a Participant or the occurrence of a Change in Control, no incentive awards shall be payable under the Plan for any Plan Year unless Threshold Earnings Performance has been achieved.

In any Plan Year in which Threshold Earnings Performance is achieved, the Performance Bonus payable to each Participant under the Plan for such Plan Year shall be $2,000,000 (the “Individual Award Limit”) or any lesser amount determined by the Committee based on the level of actual performance compared to Company Financial Objectives and/or Individual Performance Objectives and such other Performance Objectives or any other criteria determined by the Committee. As described herein, it is anticipated that the Committee will exercise discretion such that the Performance Bonus paid to a Participant for a Plan Year would represent the amount that would be payable pursuant to the applicable Company Financial Objectives and/or Individual Performance Objectives, rather than the full Individual Award Limit. In any Plan Year in which the Committee fails to set a Target Bonus for a Participant, the Performance Bonus for that Participant shall be zero for that year unless the Committee determines otherwise (but in no event shall the bonus exceed the Individual Award Limit).

The Threshold Earnings Performance and the Individual Award Limit shall be communicated in writing to each Participant before March 31 of each Plan Year.

5.6. PAYOUT FORM AND TIMING. Performance Bonuses will be paid within thirty (30) days after the Committee determines whether and to what extent Performance Objectives were achieved, but no later than March 15 next following the end of the Plan Year for which the Performance Bonuses, if any, were earned.

5.7. TERMINATION OF EMPLOYMENT. In the event of the termination of a Participant’s employment prior to the end of the Plan Year by reason of the Participant’s death, Disability or Retirement, the Participant will be paid a Performance Bonus equal to the pro rata portion (based on the number of days worked during the Plan Year) of the Performance Bonus, if any, that would otherwise be payable if the Participant had continued employment through the end of the Plan Year, based on actual performance. For example, no Performance Bonus shall be paid if Threshold Earnings Performance is not achieved. If Threshold Earnings Performance is achieved, then the Participant’s Performance Bonus shall be based on the applicable performance matrix. Any such Performance Bonus shall be paid at the normal time for payment of Performance Bonuses hereunder. Any amounts paid on behalf of a deceased Participant will be paid to the Participant’s Beneficiary. For terminations after the end of the Plan Year, but before payout from this Plan, payout will be made as though the termination had not occurred.

5

ARTICLE 6
AMENDMENT, MODIFICATION AND TERMINATION

6.1. AMENDMENT, MODIFICATION AND TERMINATION. The Committee may, at any time and from time to time, amend, modify or terminate this Plan. The Committee may condition any amendment or modification on the approval of shareholders of the Company if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations, including without limitation Code Section 162(m).

6.2. TERMINATION AFTER OR DURING PLAN YEAR. Termination of this Plan after a Plan Year but before Performance Bonuses are paid for that Plan Year will not reduce Participants’ rights to receive Performance Bonuses for the Plan Year. Termination or amendment of this Plan during a Plan Year may be retroactive to the beginning of the Plan Year, at the discretion of the Committee. If a Change in Control occurs, no amendment or termination may adversely affect amounts payable to a Participant without the consent of the Participant.

ARTICLE 7
GENERAL PROVISIONS

7.1. NO RIGHT TO PARTICIPATE. No officer or Associate shall have any right to be selected to participate in this Plan.

7.2. NO RIGHT TO EMPLOYMENT. Nothing in this Plan shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company or any Affiliate.

7.3. WITHHOLDING. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of this Plan.

7.4. FUNDING. Benefits payable under this Plan to a Participant or to a Beneficiary will be paid by the Company from its general assets. The Company is not required to segregate on its books or otherwise establish any funding procedure for any amount to be used for the payment of benefits under this Plan. The Company may, however, in its sole discretion, set funds aside in investments to meet its anticipated obligations under this Plan. Any such action or set-aside may not be deemed to create a trust of any kind between the Company and any Participant or beneficiary or to constitute the funding of any Plan benefits. Consequently, any person entitled to a payment under this Plan will have no rights greater than the rights of any other unsecured creditor of the Company.

7.5. EXPENSES. The expenses of administering this Plan shall be borne by the Company and its Subsidiaries.

6

7.6. TITLES AND HEADINGS. The titles and headings of the Sections in this Plan are for convenience of reference only, and in the event of any conflict, the text of this Plan, rather than such titles or headings, shall control.

7.7. GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

7.8. GOVERNING LAW. To the extent not governed by federal law, this Plan shall be construed in accordance with and governed by the laws of the State of Delaware.

7.9 2006 INCENTIVE PLAN CONTROLS. This Plan is adopted pursuant to and shall be governed by and construed in accordance with the 2006 Incentive Plan. In the event of any actual or alleged conflict between the provisions of the 2006 Incentive Plan and the provisions of this Plan, the provisions of the 2006 Incentive Plan shall be controlling and determinative.

The foregoing is hereby acknowledged as being the Genuine Parts Company Annual Incentive Bonus Plan as adopted by the Committee on March 13, 2009, to be effective as of January 1, 2009.

GENUINE PARTS COMPANY
 

7

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Thomas C. Gallagher, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Genuine Parts Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize 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.

Date: May 7, 2009

/s/ Thomas C. Gallagher  

Thomas C. Gallagher 

Chairman, President and Chief Executive Officer 

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Jerry W. Nix, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Genuine Parts Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize 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.

Date: May 7, 2009

/s/ Jerry W. Nix  

Jerry W. Nix 

Vice Chairman and Chief Financial Officer 

EX-32.1

EXHIBIT 32.1

STATEMENT OF CHIEF EXECUTIVE OFFICER OF
GENUINE PARTS COMPANY
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Genuine Parts Company (the “Company”) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas C. Gallagher, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas C. Gallagher Thomas C. Gallagher

Chairman, President and Chief Executive Officer

May 7, 2009

EX-32.2

EXHIBIT 32.2

STATEMENT OF CHIEF FINANCIAL OFFICER OF
GENUINE PARTS COMPANY
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Genuine Parts Company (the “Company”) on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerry W. Nix, Vice Chairman and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jerry W. Nix Jerry W. Nix

Vice Chairman and Chief Financial Officer

May 7, 2009