Amended Annual Report (10-k/a)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1



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

For the fiscal year ended December 31, 2018



	¨	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)



GA		58-0254510
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



2999 WILDWOOD PARKWAY,		30339
ATLANTA,	GA
(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 Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1.00 par value per share	GPC	New 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 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 þ	Accelerated filer o	Non-accelerated filer o
Smaller reporting company o	Emerging 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.



Class		Outstanding at February 13, 2019
Common Stock, $1 par value per share		145,943,765 shares

EXPLANATORY NOTE

Genuine Parts Company (the "Company") is filing this Amendment No. 1 (the "Amendment") on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was originally filed on February 25, 2019.

This Amendment is filed solely to clarify management's conclusion regarding the effectiveness of disclosure controls and procedures by replacing an inadvertent reference to "internal control over financial reporting" with "disclosure controls and procedures" in "Item 9A. Controls and Procedures." See the first paragraph under the caption Management's conclusion regarding the effectiveness of disclosure controls and procedures . The remaining sections of Item 9A are unchanged. As a result, this Amendment contains only the Cover Page to this Form 10-K/A, this Explanatory Note, the subsection of Item 9A entitled Management's conclusion regarding the effectiveness of disclosure controls and procedures , the Exhibit Index, the Signature Page and the revised certifications in Exhibits 31.1 and 31.2. Because no financial statements have been included in this Amendment, paragraph 3 of each of the Section 302 certifications has been omitted.

Except as described above, this Amendment does not alter or affect any other part or other information set forth in the original Form 10-K. This Amendment does not reflect events that may have occurred subsequent to the filing of the original Form 10-K or modify or update in any way disclosures made in the original Form 10-K. Accordingly, this Amendment should be read in conjunction with the original Form 10-K and the Company’s other filings with the SEC. The filing of this Amendment is not an admission that the original Form 10-K, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

PART II.

ITEM 9A . CONTROLS AND PROCEDURES .

Management’s conclusion regarding the effectiveness of disclosure 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, as such term is defined in SEC Rule 13a-15(e). Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that due to a material weakness in internal control over financial reporting, the Company’s disclosure controls and procedures were not effective as of December 31, 2018. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

There were no material errors in the financial results or balances identified as a result of the control deficiencies, and there were no restatements of prior period financial statements and no change in previously released financial results were required as the result of these control deficiencies.

Notwithstanding the identified material weakness, management, including our CEO (principal executive officer) and CFO (principal financial officer), believes the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with the United States Generally Accepted Accounting Principles ("U.S. GAAP").

PART IV .

ITEM 15 . EXHIBITS AND FINANCIAL STATEMENT SCHEDULES .

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



Exhibit Number		Description

Exhibit 31.1		Certification signed by Chief Executive Officer pursuant to SEC Rule 13a-14(a).
Exhibit 31.2		Certification signed by Chief Financial Officer pursuant to SEC Rule 13a-14(a).

SIGNATURES .

Pursuant to the requirements of Section 13 or 15(d) 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



/s/ Paul D. Donahue	8/9/2019	/s/ Carol B. Yancey	8/9/2019
Paul D. Donahue	(Date)	Carol B. Yancey	(Date)
Chairman and Chief Executive Officer		Executive Vice President and Chief Financial and Accounting Officer