Cover and table of contents

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Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 2022

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)

GA58-0254510
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2999 WILDWOOD PARKWAY,
ATLANTA,GA30339
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par value per shareGPCNew 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 ☒ 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 ☒

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 ☒ 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 (§ 232,495 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth 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☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, 2022, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $18.7 billion based on the closing sale price as reported on the New York Stock Exchange.

There were 140,807,089 shares of the company's common stock outstanding as of February 20, 2023.

DOCUMENTS INCORPORATED BY REFERENCE

Specifically identified portions of the company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 1, 2023 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 Comments15
Item 2.Properties15
Item 3.Legal Proceedings15
Item 4.Mine Safety Disclosures15
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities16
Item 6.(Reserved)17
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations18
Item 7A.Quantitative and Qualitative Disclosures About Market Risk29
Item 8.Financial Statements and Supplementary Data31
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure72
Item 9A.Controls and Procedures72
Item 9B.Other Information75
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections75
PART III
Item 10.Directors, Executive Officers and Corporate Governance76
Item 11.Executive Compensation77
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters77
Item 13.Certain Relationships and Related Transactions, and Director Independence77
Item 14.Principal Accounting Fees and Services78
PART IV
Item 15.Exhibits and Financial Statement Schedules79
Item 16.Form 10-K Summary83
Signatures84

PART I.

Next: Item 1. . BUSINESS.