Cover and table of contents

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Cover and table of contents

10-K 1 gpc-12312018x10k.htm 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 2018

Or

¨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)

Georgia58-0254510
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2999 Wildwood Parkway, Atlanta, Georgia30339
(Address of principal executive offices)(Zip Code)

678-934-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassName of Each Exchange on Which Registered
Common Stock, $1 par value per shareNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No þ

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 ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þAccelerated filer oNon-accelerated filer o
Smaller reporting company oEmerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of June 30, 2018, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $12,685,700,000 based on the closing sale price as reported on the New York Stock Exchange.

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

ClassOutstanding at February 13, 2019
Common Stock, $1 par value per share145,943,765 shares

Specifically identified portions of the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 22, 2019 are incorporated by reference into Part III of this Form 10-K.

Table of Contents
PART IPage
Item 1.Business2
Item 1A.Risk Factors7
Item 1B.Unresolved Staff Comments12
Item 2.Properties12
Item 3.Legal Proceedings13
Item 4.Mine Safety Disclosures13
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities14
Item 6.Selected Financial Data16
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations16
Item 7A.Quantitative and Qualitative Disclosures About Market Risk27
Item 8.Financial Statements and Supplementary Data27
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure27
Item 9A.Controls and Procedures27
Item 9B.Other Information32
PART III
Item 10.Directors, Executive Officers and Corporate Governance33
Item 11.Executive Compensation33
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters34
Item 13.Certain Relationships and Related Transactions, and Director Independence34
Item 14.Principal Accounting Fees and Services34
PART IV
Item 15.Exhibits and Financial Statement Schedules35
Item 16.Form 10-K Summary38
Signatures39
Index to Financial StatementsF-1

PART I.

Next: Item 1. BUSINESS.